BriefIQ Markets · 8-K

AtaiBeckley completed merger with Eli Lilly subsidiary, became wholly owned, requested Nasdaq delisting, and transitioned leadership

SEC filed 11-Sep-2026 BriefIQ published 11-Sep-2026 13:33

Key Facts

Change of control: The consummation of the merger caused a change in control of AtaiBeckley.

Christopher Anderson and Jonathan R. Haug became directors of the Company at the Effective Time.
Each member of the Company’s pre-merger Board resigned and ceased to be a director and Board committee member at the Effective Time.
Each pre-merger Company executive officer resigned from office at the Effective Time.
On September 10, 2026, the Board approved a $194,000 retention bonus for Gerd Kochendoerfer, less applicable deductions and withholdings.
The retention bonus is subject to Gerd Kochendoerfer’s continued employment through the Effective Time.
The retention bonus will be paid on the first regularly scheduled payroll date after closing that is at least 10 days after the Closing Date.

Status: The Company’s certificate of incorporation was amended and restated at the Effective Time.
Status: The Company’s bylaws were amended and restated at the Effective Time.
Board change: Each member of the Company’s Board of Directors immediately before the Effective Time resigned and ceased to be a director and member of any Board committee.
New directors: Christopher Anderson and Jonathan R. Haug became directors of the Company at the Effective Time.

The affected security was the Company’s Common Stock, and Nasdaq was the relevant market.
The requested deregistration was under Section 12(b) of the Exchange Act.
Following Form 25 effectiveness, the Company intended to file Form 15 and suspend reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Filing details