AtaiBeckley (ATAI) Proxy filing summary

Executive summary

• Entered into a definitive agreement to be acquired by Eli Lilly for $6.75 per share in cash plus up to $2.50 per share in contingent value rights (CVRs), totaling up to $9.25 per share.

• Transaction highlights the value of the differentiated portfolio and clinical data supporting BPL-003, with additional upside tied to clinical and regulatory milestones.

• Transaction expected to close in Q3 2026, subject to shareholder and regulatory approvals.

• Integration planning is underway; current leadership will remain in place during the transition.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the merger agreement at a special meeting.

• Board of Directors unanimously recommends voting in favor of the merger.

Board of directors and corporate governance

• Board determined the transaction is in the best interests of shareholders.

• Directors, executive officers, and certain employees may participate in the proxy solicitation.