礼来宣布以现金加CVR收购AtaiBeckley，标的盘后已大幅重定价

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Lilly to acquire AtaiBeckley to advance therapies for treatment-resistant depression and other mental health conditions

July 16, 2026

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AtaiBeckley's lead program, BPL-003, is designed to provide durable relief from treatment-resistant depression

Acquisition expands Lilly's neuroscience pipeline to address some of the most challenging conditions in mental health

INDIANAPOLIS and NEW YORK , July 16, 2026 /PRNewswire/ -- 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.

Goldman Sachs is acting as exclusive financial advisor and Ropes & Gray is acting as legal counsel to Lilly. Moelis & Company LLC and Centerview Partners LLC are acting as financial advisors and Latham & Watkins is acting as legal counsel to AtaiBeckley. Citi also provided financial advice to the AtaiBeckley Board of Directors in the transaction.

About AtaiBeckley
AtaiBeckley is a clinical-stage biotechnology company on a mission to transform patient outcomes by developing rapid-acting, durable and convenient mental health treatments. AtaiBeckley's pipeline of novel therapies includes BPL-003 (mebufotenin benzoate nasal spray) for treatment-resistant depression (TRD), VLS-01 (DMT buccal film) for TRD and EMP-01 ((R)-MDMA HCI) for social anxiety disorder. BPL-003 was granted Breakthrough Therapy Designation from the U.S. Food and Drug Administration and has initiated Phase 3 activities; VLS-01 and EMP-01 are in Phase 2 clinical development. The Company is also advancing a drug discovery program to identify novel, non-hallucinogenic 5-HT2AR agonists. These programs aim to create breakthroughs in mental health through transformative interventional psychiatry therapies that can integrate seamlessly into healthcare systems.

About Lilly
Lilly is a medicine company turning science into healing to make life better for people around the world. We've been pioneering life-changing discoveries for 150 years, and today our medicines help tens of millions of people across the globe. Harnessing the power of biotechnology, chemistry and genetic medicine, our scientists are urgently advancing new discoveries to solve some of the world's most significant health challenges: redefining diabetes care; treating obesity and curtailing its most devastating long-term effects; advancing the fight against Alzheimer's disease; providing solutions to some of the most debilitating immune system disorders; and transforming the most difficult-to-treat cancers into manageable diseases. With each step toward a healthier world, we're motivated by one thing: making life better for millions more people. That includes delivering innovative clinical trials that reflect the diversity of our world and working to ensure our medicines are accessible and affordable. To learn more, visit  Lilly.com  and  Lilly.com/news , or follow us on Facebook , Instagram , and LinkedIn . F-LLY

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