Material Modification to Rights of Security Holders. The information set forth in the Introductory Note and under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this

On the Closing Date, the Company (i) notified The Nasdaq Stock Market LLC (“ Nasdaq ”) of the consummation of the Merger and (ii) requested that Nasdaq (x) suspend trading of the Common Stock and (y) file with the SEC a Form 25, Notification of Removal from Listing and/or Registration, to delist the Common Stock from Nasdaq and deregister the Common Stock under Section 12(b) of the Exchange Act. Following the effectiveness of the Form 25, the Company intends to file with the SEC a Certificati…

Director: The filing describes a complete change of control via merger where all existing directors and officers resigned and were replaced by the acquiring entity's personnel, which is a structural succession rather than a voluntary executive departure.

On the Closing Date, pursuant to the terms of the Merger Agreement, the Merger was consummated. At the Effective Time, the shares of Common Stock issued and outstanding immediately prior to the Effective Time, subject to certain customary exceptions specified in the Merger Agreement, were converted into the right to receive the Merger Consideration. In connection with the consummation of the Merger, the Company’s equity awards were treated as follows: • at the Effective Time, each option to p…

Changes in Control of Registrant. The information set forth in the Introductory Note and under Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this

Other Events. As previously disclosed, AtaiBeckley Inc. (the “ Company ”) entered into an Agreement and Plan of Merger, dated as of July 15, 2026 (the “ Merger Agreement ”), with Eli Lilly and Company, an Indiana corporation (“ Parent ”) and Albali Acquisition Corporation, a Delaware corporation and indirect wholly owned subsidiary of Parent (“ Merger Sub ”), pursuant to which Merger Sub will merge with and into the Company (the “ Merger ”), with the Company surviving as a wholly owned subsid…

Entry into a Material Definitive Agreement. Agreement and Plan of Merger On July 15, 2026, AtaiBeckley Inc. (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Eli Lilly and Company, an Indiana corporation (“ Parent ”), and Albali Acquisition Corporation, a Delaware corporation and indirect wholly owned subsidiary of Parent (“ Merger Sub ”), pursuant to which, subject to satisfaction or waiver of the conditions therein, Merger Sub will merge with an…

shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended…

of this Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement. On March 6, 2026, AtaiBeckley Inc. (the “Company”) entered into an Open Market Sale Agreement SM (the “Sales Agreement”) with Jefferies LLC (“Jefferies”), pursuant to which the Company may issue and sell its common stock, par value $0.01 per share (the “Common Stock”), from time to time through an “at the market” equity offering program (the “Offering Program”) under which Jefferies will act as sales agent. The Common Stock to be sold pursuant to th…

Other Events. This Current Report on Form 8-K is being filed to provide additional information related to Beckley Psytech Limited, a company incorporated in England and Wales (“Beckley Psytech”), in connection with the previously announced share purchase agreement, dated June 2, 2025, by and among ATAI Beckley N.V., (f/k/a atai Life Sciences N.V.), a Dutch public company, Beckley Psytech and certain other parties thereto (as amended by the Side Letter Deed to the Share Purchase Agreement, dat…

Results of Operations and Financial Condition. On March 6, 2026, AtaiBeckley Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2025 and provided a corporate and clinical update. A copy of the press release is being furnished to the Securities and Exchange Commission as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes…

Chief Financial Officer — Michael Faerm: Michael Faerm was appointed as the Chief Financial Officer, bringing in new leadership to the company.

Director — Cosmo Feilding-Mellen: Mr. Feilding-Mellen resigned from the board of directors with no stated disagreement.