8-KFiled Sep 10, 8:00 PM ET

AtaiBeckley Inc. Announces Completion of Merger with Eli Lilly; Change in Control

$ATAI · AtaiBeckley Inc.

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AtaiBeckley Inc. Announces Completion of Merger with Eli Lilly; Change in Control

What Happened
AtaiBeckley Inc. (ATAI) filed an 8‑K on September 11, 2026 reporting the completion of a merger transaction tied to an Agreement and Plan of Merger dated July 15, 2026 among Eli Lilly and Company, Albali Acquisition Corporation and AtaiBeckley Inc. The filing discloses a resulting change in control, related departures/elections of directors or officers, and amendments to the company’s certificate of incorporation and bylaws.

Key Details

  • The Agreement and Plan of Merger dated July 15, 2026 is cited (incorporated by reference to the company’s Form 8‑K filed July 16, 2026) (Exhibit 2.1).
  • The company filed an Amended and Restated Certificate of Incorporation (Exhibit 3.1) and Amended and Restated Bylaws (Exhibit 3.2).
  • The 8‑K reports a change in control (Item 5.01) and related director/officer departures or elections (Item 5.02).
  • The filing also notifies of a delisting or failure to satisfy a continued listing rule or standard (Item 3.01) and a material modification to security holder rights (Item 3.03).

Why It Matters
These disclosures mean AtaiBeckley has completed a significant corporate transaction that transfers control and alters its governance and governing documents. For shareholders, that can affect voting rights, corporate governance, and trading/liquidity (given the delisting notice). Investors should review the referenced merger agreement and the amended certificate and bylaws for details on consideration, treatment of shares, and any next steps communicated by the company or the exchange.