Ataibeckley Inc

1. 1

   Adoption of the Merger Agreement

   ManagementBoard: FOR

   Approve the Agreement and Plan of Merger dated July 15, 2026 among Eli Lilly and Company, Albali Acquisition Corporation and AtaiBeckley, pursuant to which Merger Sub will merge with and into AtaiBeckley and each share of AtaiBeckley common stock (other than specified excluded shares) will be converted into $6.75 cash plus one contingent value right (CVR) for potential additional milestone payments.

   More detail

   This proposal asks stockholders to adopt the Agreement and Plan of Merger pursuant to which Merger Sub, an indirect wholly owned subsidiary of Eli Lilly and Company, will merge with and into AtaiBeckley, with AtaiBeckley surviving as a wholly owned subsidiary of Lilly. At closing, each outstanding share of AtaiBeckley common stock (other than excluded or dissenting shares) will be converted into the right to receive $6.75 in cash and one non-tradable contingent value right (CVR) that can pay up to $2.50 per CVR upon achievement of specified regulatory and clinical milestones. Management and the Board are seeking shareholder approval because the merger agreement makes adoption by holders of a majority of the outstanding voting power a closing condition. The Board engaged financial advisors (Centerview and Moelis), each of which rendered fairness opinions supporting that, as of their respective dates, the merger consideration was fair from a financial point of view to stockholders (other than excluded holders); these opinions and management-provided forecasts were important inputs to the recommendation. The transaction provides immediate, certain cash value to public stockholders through the $6.75 per-share closing amount while preserving potential upside through milestone CVRs tied to VLS-01 and BPL-003 regulatory and DEA-rescheduling events, aligning incentives for post-closing development. Completion remains subject to customary regulatory clearances (HSR and other international antitrust approvals), certain closing conditions and appraisal rights for dissenting stockholders, and the agreement contains customary no-shop and termination fee provisions; these governance and closing mechanics bear on execution risk and timing. In formulating its recommendation, the Board weighed the $6.75 cash premium and structured CVR upside against the development and regulatory risks of the pipeline, the Company’s financing alternatives, and the limited universe of credible strategic buyers; the Board concluded the merger represented the best reasonably available path to value given those factors. Stockholders should also be aware that if the merger is approved and closes, AtaiBeckley will cease to be a public company, its shares will be delisted and deregistered, and certain employee equity awards will be cashed out pursuant to the merger agreement.

2. 2

   Adjournment to Solicit Additional Proxies

   ManagementBoard: FOR

   If there are insufficient votes to adopt the merger agreement at the special meeting, stockholders will be asked to approve a proposal allowing the meeting to be adjourned to a later date or dates so the company can solicit additional proxies in favor of the merger agreement.

   More detail

   This procedural proposal asks stockholders to authorize the chair of the special meeting to adjourn the meeting to one or more later dates if, at the time of the scheduled special meeting, there are not sufficient votes to adopt the merger agreement. Management seeks this authorization to allow additional time to solicit proxies, contact beneficial holders, and attempt to obtain the shareholder approval that is a condition to closing the merger. The adjournment right is a common feature in merger proxy statements that preserves the Board’s ability to continue the solicitation (including outreach to institutional and retail holders and brokerage voting) rather than declare the merger defeated or abandon the process on the meeting date. Approval requires a majority of votes present in person or by proxy at the meeting; if approved, an adjournment may extend the solicitation period and postpone the vote to a later session when more favorable votes may be available. The Board recommends voting for this proposal because it facilitates orderly completion of the necessary shareholder vote should early proxy totals show the company is shy of the required support; it does not change the terms of the merger itself and can help protect stockholder value by enabling a subsequent outcome consistent with the Board’s recommendation. Stockholders should note that an adjournment will extend the period in which the company must maintain disclosures and could delay any appraisal timelines for dissenting holders.

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When is the Ataibeckley Inc 2026 special meeting?

Ataibeckley Inc (ATAI) holds its 2026 special shareholder meeting on Tuesday, September 8, 2026.

What is the record date for the Ataibeckley Inc 2026 meeting?

The record date for the Ataibeckley Inc 2026 meeting is Friday, August 7, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Ataibeckley Inc's 2026 meeting?

The board is presenting 10 director nominees at the Ataibeckley Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Ataibeckley Inc 2026 meeting?

Shareholders will vote on 2 proposals at the Ataibeckley Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.