Lilly To Acquire AtaiBeckley For $6.75 Per Share In Cash Plus Up To $2.50 Per Share In A Contingent Value Right Dependent Upon Milestones Re

Eli Lilly and Company (NYSE: LLY ) and AtaiBeckley Inc. (NASDAQ: ATAI ), a clinical-stage biopharmaceutical company developing innovative therapeutics for mental health conditions, today announced a definitive agreement for Lilly to acquire AtaiBeckley.

AtaiBeckley is advancing a pipeline of rapid-acting neuroplastogens, including multiple clinical-stage programs and a discovery pipeline of next-generation compounds.

The lead asset, BPL-003 (mebufotenin benzoate), is a synthetic form of 5-MeO-DMT administered intranasally for treatment-resistant depression, which affects millions of people in the United States.

Emerging research indicates that treatment-resistant depression and other serious mental health conditions may involve a loss of synaptic plasticity, the brain's ability to form and strengthen connections in regions critical to mood regulation.

AtaiBeckley's therapies are designed to restore synaptic connectivity and aim to promote the growth of new neural connections, offering a distinct mechanism from conventional antidepressants that primarily target neurotransmitter levels. "Treatment-resistant depression persists even after multiple treatments have failed.

Millions of people are still searching for relief and desperately need a therapy that works," said Carole Ho, executive vice president and president, Lilly Neuroscience. "Advancing AtaiBeckley's investigational therapies gives us a real chance to change that." In a Phase 2b study, BPL-003 demonstrated rapid and durable reductions in depressive symptoms following an in-clinic visit lasting approximately two hours on average, with beneficial effects persisting for months.

BPL-003 has been granted Breakthrough Therapy Designation by the U.S.

Food and Drug Administration and has initiated Phase 3 activities.

VLS-01, the second most advanced program of the pipeline, is a buccal film formulation of DMT advancing in an ongoing Phase 2b study. "Across our portfolio, we're seeking to demonstrate that psychiatric illness is treatable at its biological root, not just its symptoms," said Srinivas Rao, co-founder and chief executive officer of AtaiBeckley. "Lilly's expertise and reach are expected to accelerate that work for people whose conditions have not responded to existing treatments." "From Atai's founding, our mission has been to bring transformative mental health treatments to the patients who need them most.

Joining Lilly gives this pipeline, and the patients waiting for it, the benefit of the resources and scale Lilly has to potentially advance therapies faster than we could alone.

I am confident this transaction represents the best path forward for patients and shareholders," said Christian Angermayer, founder, largest shareholder, and chairman of the board, AtaiBeckley.

Under the terms of the agreement, Lilly will acquire all outstanding shares of AtaiBeckley common stock for $6.75 per share in cash upon closing; plus up to $2.50 per share in the form of a Contingent Value Right (CVR) entitling the holder to additional cash payments upon achievement of specified development and regulatory milestones related to the BPL-003 and VLS-01 programs as follows: (a) $1.00 per share upon initiation of a Phase 3 clinical trial of VLS-01 prior to the fourth anniversary of closing; (b) $0.50 per share upon U.S. regulatory approval and DEA rescheduling of BPL-003 prior to the fifth anniversary of closing; and (c) $1.00 per share upon U.S. regulatory approval and DEA rescheduling of VLS-01 prior to the seventh anniversary of closing.

The upfront cash consideration represents an aggregate equity value of approximately $2.8 billion and the CVR represents an additional potential aggregate equity value of approximately $1.0 billion.

There can be no assurance that any payments will be made with respect to the CVR.

The transaction is not subject to any financing condition and is expected to close in the third quarter, subject to approval by AtaiBeckley stockholders and satisfaction of other customary closing conditions, including regulatory approvals.

The purchase price payable at closing represents a premium of approximately 40% to the 30-day volume-weighted average trading price of AtaiBeckley's common stock ended on July 15, 2026.

The boards of directors of both companies have approved the transaction.

To demonstrate their commitment to the transaction, Apeiron Investment Group, Ltd and all directors and officers of AtaiBeckley have signed voting and support agreements pursuant to which each has agreed to vote to approve the transaction.

The shares subject to the voting agreements represent a total of approximately 15% of AtaiBeckley's outstanding common stock.

Lilly will determine the accounting treatment of this transaction in accordance with Generally Accepted Accounting Principles (GAAP) upon closing.

This transaction will thereafter be reflected in Lilly's financial results and financial guidance.