Gerd Kochendoerfer, Chief Operating Officer of AtaiBeckley Inc. (NASDAQ:ATAI), filed a Form 4 on September 11, 2026, reporting the cancellation of stock options and restricted stock units following the completion of a merger with a wholly owned subsidiary of Eli Lilly and Company.

Key Highlights

  • Merger completed: On September 11, 2026, Albali Acquisition Corporation merged with and into AtaiBeckley Inc., with AtaiBeckley surviving as a wholly owned subsidiary of Eli Lilly and Company.
  • Stock options cancelled: Two stock option grants totaling 2,075,000 shares (1,400,000 at $1.60 exercise price and 675,000 at $3.76 exercise price) were disposed of, leaving 0 beneficially owned following the transaction.
  • RSUs cancelled: 150,000 restricted stock units were disposed of at the effective time of the merger, leaving 0 beneficially owned.
  • Cash payout terms: Each cancelled stock option was converted into the right to receive cash equal to the excess of $6.75 over the applicable exercise price per share, plus one contingent value right (CVR) per share.
  • RSU payout terms: Each cancelled RSU was converted into the right to receive $6.75 in cash per underlying share, plus one CVR per share, in each case less applicable tax withholdings.
  • CVR value: Each CVR represents the right to receive up to an aggregate of $2.50 in cash upon achievement, if any, of specified clinical and regulatory milestones.

Kochendoerfer Equity Awards Cancelled at Merger Effective Time

According to the filing, the merger was carried out pursuant to an Agreement and Plan of Merger dated July 15, 2026, among AtaiBeckley Inc., Eli Lilly and Company (described as an Indiana corporation), and Albali Acquisition Corporation (described as a Delaware corporation and indirect wholly owned subsidiary of Eli Lilly). At the effective time on September 11, 2026, Albali Acquisition Corporation merged into AtaiBeckley, with AtaiBeckley continuing as the surviving entity and becoming a wholly owned subsidiary of Eli Lilly.

The filing reports that Kochendoerfer held two stock option grants prior to the merger: 1,400,000 shares at an exercise price of $1.60 with an expiration date of January 1, 2035, and 675,000 shares at an exercise price of $3.76 with an expiration date of January 30, 2036. The filing states that at the effective time, each outstanding stock option was "automatically cancelled and converted into the right to receive" cash equal to the product of the number of shares subject to the option multiplied by the excess of $6.75 over the applicable exercise price, plus one CVR per share, in each case without regard to vesting.

Kochendoerfer also held 150,000 restricted stock units, which the filing states were likewise automatically cancelled at the effective time and converted into the right to receive $6.75 per underlying share in cash, plus one CVR per share, without regard to vesting. All three positions show a resulting beneficial ownership of 0 following the transactions. The Form 4 was signed by Ryan Barrett as attorney in fact on September 11, 2026.

What Was Disclosed

AtaiBeckley's Chief Operating Officer reported the cancellation of 2,075,000 stock options and 150,000 RSUs at the effective time of the company's merger with an Eli Lilly subsidiary, with awards converted to cash and contingent value rights as described in the filing.