ATAI — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-11

• On July 15, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Eli Lilly and Company, an Indiana corporation (“Lilly”), and Albali Acquisition Corporation, a Delaware corporation and indirect wholly owned subsidiary of Lilly (“Merger Sub”), pursuant to which…

• Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, at the effective time of the Merger (the “Effective Time”) each share of AtaiBeckley’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time (other than (x) s…

• The transaction is not subject to any financing condition and is expected to close in the third quarter of 2026, subject to approval by AtaiBeckley stockholders and satisfaction of other customary closing conditions, including regulatory approvals. For additional information, see Note 26, Subsequent…

• EMP-01: Oral R-enantiomer of 3,4-methylenedioxy-methamphetamine (“R-MDMA”); and

• A drug discovery program to identify novel, non-hallucinogenic 5-HT2AR agonists

Text removed vs the prior filing · source: 10-Q · 2026-05-12

• BPL-003: Mebufotenin (5-MeO-DMT) benzoate nasal spray for treatment-resistant depression (“TRD”);

• EMP-01: Oral R-enantiomer of 3,4-methylenedioxy-methamphetamine (“R-MDMA”) for social anxiety disorder (“SAD”); and

• A drug discovery program to identify novel, non-hallucinogenic 5-HT2AR agonists for TRD and Opioid Use Disorder (“OUD”).

• The following details our psychedelic and non-psychedelic programs, recent advancements in our ongoing clinical trials and upcoming milestones:

• On track to initiate Phase 3 program in Q2 2026, following successful End-of-Phase 2 meeting with the Food and Drug Administration and incorporating regulatory feedback into a registrational Phase 3 design

Text added vs the prior filing · source: 10-Q · 2026-08-11

• The conditions to the consummation of the Merger may not be satisfied at all or in the anticipated timeframe.

• On July 15, 2026, we entered into the Merger Agreement with Lilly and Merger Sub, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Lilly.

• Consummation of the Merger is subject to a number of conditions, including: (i) approval of the Merger Agreement by holders of at least a majority of the outstanding stock entitled to vote; (ii) the expiration or termination of any applicable waiting period (and extensions thereof) under the Hart-Sc…

• The Company intends to pursue all required approvals in accordance with the Merger Agreement. However, no assurance can be given that the required approvals will be obtained and, even if all such approvals are obtained, no assurance can be given to the terms, conditions and timing of the approvals o…

• The announcement of, or a failure to consummate, the Merger could negatively impact our business, financial condition, results of operations or our stock price.

Text added vs the prior filing · source: 10-Q · 2026-08-11

• During the quarter ended June 30, 2026, no director or “officer” of the Company (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Text removed vs the prior filing · source: 10-Q · 2026-05-12

• On March 27, 2026, Gerd Kochendoerfer, the Company’s Chief Operating Officer, entered into a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) (the “Kochendoerfer 10b5-1 Plan”). The Kochendoerfer 10b5-1 Plan provides for the periodic sale of up to 875,000 …

• Other than the foregoing, during the quarter ended March 31, 2026, no director or “officer” of the Company (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Re…