SCHEDULE: AtaiBeckley Inc. Merger Completed, Reporting Persons Exit

AtaiBeckley Inc. confirms the consummation of its merger with Eli Lilly and Company, resulting in reporting persons Apeiron Investment Group Ltd. and others ceasing to beneficially own any shares.

Summary

• AtaiBeckley Inc. has completed its merger with Eli Lilly and Company, effective September 11, 2026.
• The merger was executed through Eli Lilly's subsidiary, Albali Acquisition Corporation.
• Each share of AtaiBeckley Inc. common stock was converted into $6.75 in cash plus one contingent value right (CVR) per share.
• The CVRs represent the right to receive up to an additional $2.50 in cash per CVR upon achievement of specified clinical and regulatory milestones.
• Reporting persons, including Apeiron Investment Group Ltd., Apeiron Presight Capital Fund II, L.P., Presight Capital Management I, L.L.C., Fabian Hansen, and Christian Angermayer, have ceased to beneficially own any shares of AtaiBeckley Inc. common stock as a result of the merger.
• Specifically, 55,770,948 shares of common stock deemed to be beneficially owned by the reporting persons were converted into the merger consideration.
• Christian Angermayer's stock options were also cancelled and converted into cash and CVRs.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this as a negative score due to the confirmation of a completed merger and the cessation of beneficial ownership of shares by the reporting persons, indicating a finalization of an exit rather than ongoing investment.

Positives

• Shareholders received $6.75 per share in cash plus a contingent value right (CVR) for potential future payments.
• The merger provides a clear exit for shareholders and reporting persons.
• The CVR mechanism allows for potential additional value realization based on future milestones.

Negatives

• The reporting persons have ceased to beneficially own any shares of AtaiBeckley Inc. common stock.
• The company has been acquired and will operate as a wholly owned subsidiary of Eli Lilly and Company.
• The value of the CVRs is contingent and not guaranteed.

Risks

• The achievement of clinical and regulatory milestones for the CVRs is uncertain.
• Potential for disputes or disagreements regarding the interpretation or achievement of CVR milestones.

Future Outlook

The future outlook for AtaiBeckley Inc. is now tied to its integration as a wholly owned subsidiary of Eli Lilly and Company. The realization of additional value for former shareholders depends on the successful achievement of specified clinical and regulatory milestones related to the Contingent Value Rights (CVRs).

Management Comments

• Reporting persons ceased to beneficially own any shares of Common Stock as a result of the Merger.
• Each share of Common Stock was converted into the right to receive $6.75 in cash plus one contingent value right per share.
• Company Stock Options with an exercise price less than the Closing Amount were cancelled and exchanged for cash and CVRs.

Industry Context

StockSavvy.ai notes that this filing marks the conclusion of AtaiBeckley Inc. as an independent entity, a common outcome in the biotechnology and pharmaceutical sectors where successful development or strategic value can lead to acquisition by larger players like Eli Lilly and Company. The inclusion of CVRs is a standard mechanism to bridge valuation gaps and incentivize continued progress post-acquisition.

Comparison to Industry Standards

• The $6.75 per share cash component is a typical acquisition price in the biotech sector, reflecting a premium over recent trading prices or a valuation based on development stage.
• The inclusion of a CVR for up to $2.50 per share is also a common practice, particularly for companies with promising but not yet de-risked drug candidates. This structure is seen in numerous acquisitions by large pharmaceutical companies seeking to manage risk while capturing upside potential.
• The total potential consideration of $9.25 per share ($6.75 cash + $2.50 CVR) needs to be evaluated against comparable company valuations at the time of acquisition announcements in the relevant therapeutic area.

Stakeholder Impact

• Shareholders: Received cash and CVRs, providing an exit and potential for future upside.
• Reporting Persons: Ceased beneficial ownership, indicating a complete divestment from AtaiBeckley Inc.
• Employees: Future employment status and roles will be determined by Eli Lilly and Company's integration plans.
• Creditors: Terms of debt obligations will likely be assumed or renegotiated by Eli Lilly and Company.

Next Steps

• Integration of AtaiBeckley Inc. into Eli Lilly and Company's operations.
• Monitoring of clinical and regulatory milestones for the CVRs.
• Distribution of payments related to CVRs if milestones are achieved.

Key Dates

Keywords

Merger, Acquisition, Eli Lilly, AtaiBeckley Inc., Contingent Value Rights, Shareholder Value, SEC Filing, Schedule 13D