You are cordially invited to attend a special meeting of stockholders (which we refer to, together with any adjournment, postponement or other delay thereof, as the “special meeting”) of AtaiBeckley Inc. (which we refer to as “AtaiBeckley,” “we,” “us” or “our”). The special meeting will be held on    , at     a.m., Eastern Time. You may attend the special meeting via a live interactive webcast on the internet at www.virtualshareholdermeeting.com/ATAI2026SM. You will be able to listen to the special meeting live and vote online.

At the special meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated as of July 15, 2026 (which we refer to as the “merger agreement”), by and among Eli Lilly and Company, an Indiana corporation (which we refer to as “Lilly”), Albali Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Lilly (which we refer to as “Merger Sub”), and AtaiBeckley. We refer to the merger of Merger Sub with and into AtaiBeckley as the “merger.” In addition, at the special meeting, you will also be asked to consider and vote on any proposal for the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If the merger is completed, you will be entitled to receive $6.75 in cash, without interest and less applicable tax withholdings, plus one contingent value right (which we refer to as a “CVR”) representing the right to receive up to an aggregate of $2.50 in cash per CVR upon achievement, if any, of specified clinical and regulatory milestones, for each share of our common stock that you own immediately prior to the effective time of the merger (unless you have properly exercised your appraisal rights). The purchase price payable at closing represents a premium of approximately 40% to the 30-day volume-weighted average trading price of our common stock ended on July 15, 2026.

AtaiBeckley’s Board of Directors, after considering the factors more fully described in the enclosed proxy statement, (i) determined that the merger agreement and the transactions contemplated by the merger agreement (which we refer to as the “Contemplated Transactions”) are advisable, fair to, and in the best interests of AtaiBeckley and the holders of shares of our common stock, (ii) duly authorized and approved the execution and delivery of the merger agreement by AtaiBeckley, the performance by AtaiBeckley of its covenants and other obligations thereunder, and the consummation of the Contemplated Transactions upon the terms and subject to the conditions set forth therein, and (iii) resolved to recommend that the holders of shares of our common stock adopt the merger agreement at a meeting of AtaiBeckley’s stockholders held for such purpose and any adjournment or postponement thereof, in each case, on the terms and subject to the conditions of the merger agreement.

AtaiBeckley’s Board of Directors recommends that you vote: (1) “FOR” the adoption of the merger agreement; and (2) “FOR” the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

The accompanying proxy statement provides detailed information about the special meeting, the merger agreement, and the merger, and the proposals to be considered at the special meeting. A copy of the merger agreement is attached as Annex A to the proxy statement.

The accompanying proxy statement also describes the actions and determinations of AtaiBeckley’s Board of Directors in connection with its evaluation of the merger agreement and the merger. Please read the proxy statement and its annexes, including the merger agreement, carefully and in their entirety, as they contain important information.

Even if you plan to attend the special meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend and vote at the special meeting, your vote will revoke any proxy that you have previously submitted.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the special meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Please see additional information in the accompanying proxy statement.

Your vote is very important, regardless of the number of shares that you own.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

Notice is given that a special meeting of stockholders (which we refer to, together with any adjournment, postponement or other delay thereof, as the “special meeting”) of AtaiBeckley Inc., a Delaware corporation (which we refer to as “AtaiBeckley,” “we,” “us” or “our”), will be held on    , 2026, at     a.m., Eastern Time, for the following purposes:

The special meeting will be held by means of a live interactive webcast on the internet at www.virtualshareholdermeeting.com/ATAI2026SM. By accessing that web address and using the control number found on your proxy card, you will be able to listen to the special meeting live and vote online. The special meeting will begin promptly at    a.m., Eastern Time. Online check-in will begin a few minutes prior to the special meeting. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares).

Only AtaiBeckley stockholders as of the close of business on    , 2026, are entitled to notice of, and to vote at, the special meeting.

AtaiBeckley’s Board of Directors recommends that you vote: (1) “FOR” the adoption of the merger agreement; and (2) “FOR” the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

AtaiBeckley stockholders of record or beneficial owners of our stock who do not vote in favor of the proposal to adopt the merger agreement will have the right to seek appraisal of the “fair value” of their shares of our stock (exclusive of any elements of value arising from the accomplishment or expectation of the merger and together with interest (as described in the accompanying proxy statement) to be paid on the amount determined to be “fair value”), as determined in accordance with Section 262 of the General Corporation Law of the State of Delaware (which we refer to as the “DGCL”), in lieu of receiving $6.75 in cash, without interest and less applicable tax withholdings, plus one contingent value right (a “CVR”) representing the right to receive up to an aggregate of $2.50 in cash per CVR upon achievement, if any, of specified clinical and regulatory milestones, for each share of our common stock that they own if the merger is completed. To do so, an AtaiBeckley stockholder of record or beneficial owner of our stock must properly demand appraisal before the vote is taken on the merger agreement and comply with all other requirements of the DGCL, which are summarized in the accompanying proxy statement.

Even if you plan to attend the special meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend and vote at the special meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the

special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the adoption of the merger agreement.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the special meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or be voted at the special meeting, and that will have the same effect as voting against the adoption of the merger agreement. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” from the bank, broker or other nominee that holds your shares in order to vote at the special meeting.

This proxy statement is dated    , 2026, and, together with the enclosed form of proxy card, is first being sent to stockholders on    , 2026.

EVEN IF YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) OVER THE INTERNET; (2) BY TELEPHONE; OR (3) BY SIGNING, DATING, AND RETURNING THE ENCLOSED PROXY CARD (A PREPAID REPLY ENVELOPE IS PROVIDED FOR YOUR CONVENIENCE). You may revoke your proxy or change your vote at any time before your proxy is voted at the special meeting.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the special meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or be voted at the special meeting, and that will have the same effect as voting against the adoption of the merger agreement.

If you are a common stockholder of record, voting at the special meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” from the bank, broker or other nominee that holds your shares in order to vote at the special meeting.

If you fail to (1) return your proxy card; (2) grant your proxy electronically over the internet or by telephone; or (3) vote by virtual ballot in person at the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement but will have no effect on the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

We encourage you to read the accompanying proxy statement and its annexes, including all documents incorporated by reference into the accompanying proxy statement, carefully and in their entirety. If you have any questions concerning the merger, the special meeting or the accompanying proxy statement, would like additional copies of the proxy statement, or need help voting your shares, please contact AtaiBeckley’s proxy solicitor:

The following questions and answers address some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that are important to you. We encourage you to carefully read the more detailed information contained elsewhere in this proxy statement, including the annexes to this proxy statement and the other documents to which we refer in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned “Where You Can Find More Information.”

This proxy statement, the documents to which we refer you in this proxy statement and the information included in oral statements or other written statements made or to be made by us or on AtaiBeckley’s behalf may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harbor created by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, as amended, and other applicable laws. Such forward-looking statements include statements relating to the merger, including the expected timing of the closing of the merger; expectations taken into account by the AtaiBeckley Board in approving the merger; the potential value of the merger to our stockholders; expectations for us following the closing of the merger or termination of the merger agreement; and AtaiBeckley management’s financial forecasts and other prospective financial information. Forward-looking statements include all statements that are not historical facts and may be identified by terms such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “potentially,” “preliminary,” “likely,” or similar expressions and the negatives of those terms. These forward-looking statements are based on AtaiBeckley management’s beliefs and assumptions and on information currently available. There can be no assurance that the merger will in fact be consummated.

These forward-looking statements involve risks and uncertainties, and if any of these risks or uncertainties materialize, or if any of AtaiBeckley’s assumptions prove incorrect, AtaiBeckley’s actual results could differ materially from the results expressed or implied by these forward-looking statements. These risks and uncertainties include those associated with:

All forward-looking statements contained or referred to in this proxy statement are based on information available to us as of the date of this proxy statement, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date of this proxy statement, except as required by law. We expressly qualify in their entirety all forward-looking statements attributable to either us or any person acting on our behalf by the cautionary statements contained or referred to in this proxy statement.

We will hold the special meeting on   , at    a.m., Eastern Time. You may attend the special meeting via a live interactive webcast on the internet at www.virtualshareholdermeeting.com/ATAI2026SM. You will be able to listen to the special meeting live and vote online. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares).

If you encounter technical difficulties accessing the special meeting or during the special meeting, a support line will be available on the login page of the special meeting website.

At the special meeting, we will ask stockholders to vote on proposals to (1) adopt the merger agreement and (2) adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

The special meeting will begin at    a.m., Eastern Time. Online check-in will begin a few minutes prior to the special meeting. We encourage you to access the meeting prior to the start time.

As the special meeting is virtual, there will be no physical meeting location. To attend the special meeting, log in at www.virtualshareholdermeeting.com/ATAI2026SM. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares). If you encounter technical difficulties accessing the special meeting or during the special meeting, a support line will be available on the login page of the special meeting website.

Once online access to the special meeting is open, stockholders may submit questions pertinent to meeting matters, if any, through the special meeting website. You will need the control number found on your proxy card or voting instruction form in order to submit questions. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints and any rules of conduct adopted with respect to the special meeting.

Only our stockholders as of the close of business on the record date are entitled to notice of, and to vote at, the special meeting. You will need the control number included on your proxy card or otherwise provided by your bank, broker or other nominee to access the stockholder list during the special meeting.

As of the record date, there were    shares of our common stock issued and outstanding and entitled to vote at the special meeting. Each share of our common stock issued and outstanding as of the close of business on the record date is entitled to one vote per share on each matter properly submitted for a vote at the special meeting.

The presence, in person or by proxy, of the holders of a majority of the voting power of all outstanding shares of our common stock entitled to vote at the special meeting as of the record date shall constitute a quorum for the transaction of business at the special meeting.

Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the voting power of our common stock outstanding as of the record date and entitled to vote on the proposal. Adoption of the merger agreement by our stockholders is a condition to the closing of the merger.

Approval of the proposal to adjourn the special meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting requires the affirmative vote of the holders of a majority in voting power of the shares of our common stock present in person or represented by proxy at the special meeting and entitled to vote thereon.

If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted: (1) “AGAINST” the proposal to adopt the merger agreement and (2) “AGAINST” any proposal to adjourn the special meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. Abstentions will be counted as present for purposes of determining whether a quorum exists.

A “broker non-vote” generally occurs when a bank, broker or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker or other nominee has not received your voting instructions and lacks discretionary power to vote your shares. Although the determination of whether a bank, broker or other nominee will have discretionary voting power for a particular item is typically determined only after proxy materials are filed with the SEC, AtaiBeckley does not expect any broker non-votes at the special meeting because each of the proposals to be presented at the Special Meeting is expected to be considered “non-routine” and the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine. As a result, no broker will be permitted to vote your shares of our common stock at the special meeting without receiving instructions. Failure to instruct your broker on how to vote your shares of our common stock will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement but not have any effect on the proposal to adjourn the special meeting if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

As of the record date, AtaiBeckley’s directors, in their capacities as stockholders of AtaiBeckley, beneficially owned and were entitled to vote, in the aggregate,    shares of our common stock representing approximately    percent of the voting power of the number of issued and outstanding shares of our common stock as of the record date.

Each of AtaiBeckley’s directors has entered into a support agreement. As of the date of this proxy statement, AtaiBeckley has not been informed that any of AtaiBeckley’s directors intend to vote all of their shares of our common stock other than: (1) “FOR” the adoption of the merger agreement and (2) “FOR” the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If your shares are registered in your name with AtaiBeckley’s transfer agent, Computershare Trust Company, N.A., you may vote your shares by returning a signed and dated proxy card (a prepaid reply envelope is provided for your convenience), or you may vote at the special meeting using the control number located on the enclosed proxy card. Additionally, you may grant a proxy electronically over the internet or by telephone by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the internet or by telephone.

If you attend the special meeting and wish to vote at the special meeting, you will need the control number located on the enclosed proxy card. Beneficial owners of shares held in “street name” must also provide a “legal proxy” from their bank or broker in order to vote at the special meeting. You are encouraged to vote by proxy even if you plan to attend the special meeting. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

All shares represented by properly signed proxies (or proxies granted electronically over the internet or by telephone) will, if received before the special meeting, be voted at the special meeting in accordance with the instructions of the stockholder. Properly signed proxies (or proxies granted electronically over the internet or by telephone) that do not contain voting instructions will be voted: (1) “FOR” adoption of the merger agreement and (2) “FOR” the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee. You may also attend the special meeting and vote at the special meeting if you have a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting. If available from your bank, broker or other nominee, you may vote over the internet or telephone through your bank, broker or other nominee by following the instructions on the voting instruction form provided by your bank, broker or other nominee. If you do not (1) return your bank’s, broker’s or other nominee’s voting instruction form; (2) vote over the internet or by telephone through your bank, broker or other nominee; or (3) attend the special meeting and vote at the special meeting with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to adopt the merger agreement. Assuming a quorum is present, it will not, however, have any effect on the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If you are a common stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by:

If you have submitted a proxy, your attendance at the special meeting, in the absence of voting at the special meeting or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you hold your shares in “street name” through a bank, broker or other nominee, you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the special meeting if you obtain a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

Any adjournment, postponement or other delay of the special meeting, including for the purpose of soliciting additional proxies, will allow our stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned, postponed or delayed.

On July 15, 2026, the AtaiBeckley Board unanimously (i) determined that the merger agreement and the transactions contemplated by the merger agreement (which we refer to as the “Contemplated Transactions”) are advisable, fair to, and in the best interests of AtaiBeckley and the holders of shares of our common stock, (ii) duly authorized and approved the execution and delivery of the merger agreement by AtaiBeckley, the performance by AtaiBeckley of its covenants and other obligations thereunder, and the consummation of the Contemplated Transactions upon the terms and subject to the conditions set forth therein, and (iii) resolved to recommend that the holders of shares of our common stock adopt the merger agreement at a meeting of AtaiBeckley’s stockholders held for such purpose and any adjournment or postponement thereof, in each case, on the terms and subject to the conditions of the merger agreement.

The AtaiBeckley Board recommends that you vote: (1) “FOR” the adoption of the merger agreement and (2) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

In addition to the proposal to adopt the merger agreement, our stockholders are also being asked to approve any proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional votes or proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to approve the merger agreement. Whether or not a quorum is present, and subject to the terms of the merger agreement, the chairperson of the special meeting or the holders of a majority of the voting power of the shares of our stock present in person or represented by proxy at the special meeting may adjourn the special meeting. In addition, the special meeting could be postponed before it commences, subject to the terms of the merger agreement. If the special meeting is adjourned or postponed, our stockholders who have already submitted their proxies will be able to revoke them at any time before they are voted at the special meeting.

The expense of soliciting proxies will be borne by AtaiBeckley. We have retained Innisfree M&A Incorporated, a professional proxy solicitation firm, to assist in the solicitation of proxies and provide related advice and informational support during the solicitation process, for a fee of up to $60,000.00 plus reasonable out-of-pocket expenses. We will indemnify this firm against losses arising out of its provisions of these services on AtaiBeckley’s behalf. In addition, we

may reimburse banks, brokers and other nominees representing beneficial owners of shares of AtaiBeckley’s common stock for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by AtaiBeckley’s directors, officers and employees, personally or by telephone, email, fax or over the internet. No additional compensation will be paid for such services.

We currently expect to complete the merger in the third quarter of 2026. However, the exact timing of completion of the merger, if at all, cannot be predicted because the merger is subject to the closing conditions specified in the merger agreement, many of which are outside of AtaiBeckley’s control.

Our stockholders (including beneficial owners of shares) will be entitled to seek appraisal of their shares of our capital stock if they (1) do not vote in favor of the adoption of the merger agreement; (2) properly demand appraisal of their shares; (3) continuously hold of record or beneficially own their shares through the effective date of the merger; (4) otherwise comply with the procedures of Section 262; and (5) do not withdraw their demands or otherwise lose their rights to appraisal. This means that such persons will be entitled to seek appraisal of their shares by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of our capital stock, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest, if any, on the amount determined by the Delaware Court of Chancery to be the fair value from the effective date of the merger through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment, compounded quarterly (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to each person seeking appraisal, interest will accrue thereafter only upon the sum of (x) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery and (y) interest theretofore accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Due to the complexity of the appraisal process, persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Persons considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 could be more than, the same as or less than the value of the consideration that they would receive pursuant to the merger agreement if they did not seek appraisal of their shares.

To exercise appraisal rights, the stockholder of record or a beneficial owner must (1) deliver a written demand for appraisal of such person’s shares to AtaiBeckley before the vote is taken on the proposal to adopt the merger agreement; (2) not vote, in person or by proxy, in favor of the proposal to adopt the merger agreement; (3) continuously hold of record or beneficially own the subject shares of our capital stock through the effective date of the merger; and (4) otherwise comply with all other procedures for exercising appraisal rights under the DGCL. The failure to follow exactly the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings unless certain conditions are satisfied by the persons seeking appraisal. The requirements under Section 262 for exercising appraisal rights are described in further detail in this proxy statement, which description is qualified in its entirety by Section 262, the relevant section of the DGCL regarding appraisal rights. You may find an electronic copy of Section 262 available at the following website, accessible without subscription or cost, which copy is incorporated in this proxy statement by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In the event of any inconsistency between the information contained in this summary, this proxy statement, or any of the documents incorporated, and the actual text of Section 262, the actual text of Section 262 controls.

At this time, we know of no other matters to be voted on at the special meeting. If any other matters properly come before the special meeting and you deliver a proxy to us, your shares of our common stock will be voted in accordance with the discretion of the appointed proxy holders, with full power of substitution and re-substitution.

This proxy statement is available on the “SEC Filings” section of AtaiBeckley’s website located at https://ir.ataibeckley.com/sec-filings/sec-filings-ataibeckleyinc. The information included on AtaiBeckley’s website is not incorporated herein by reference.

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders who have the same address and last name will receive only one copy of this proxy statement unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure reduces printing costs, postage fees and the use of natural resources. Each stockholder who participates in householding will continue to be able to access or receive a separate proxy card. If you wish to receive a separate set of AtaiBeckley’s disclosure documents at this time, please notify us by sending a written request to AtaiBeckley Inc., c/o atai Life Sciences US, Inc., c/o Industrious NYC, 250 West 34th Street, New York, NY 10119, Attention: Corporate Secretary, or by telephone at (332) 282-0507.

If you are a stockholder who has multiple accounts in your name or you share an address with other stockholders and would like to receive a single set of AtaiBeckley’s disclosure documents for your household, you may notify your broker, if your shares are held in a brokerage account, or you may contact AtaiBeckley’s Corporate Secretary using the contact method above, if you hold registered shares.

If you have any questions concerning the merger, the special meeting or this proxy statement, would like additional copies of this proxy statement or need help submitting your proxy or voting your shares, please contact AtaiBeckley’s proxy solicitor at:

The rights and obligations of the parties to the merger agreement are governed by the specific terms and conditions of the merger agreement and not by any summary or other information provided in this proxy statement. Therefore, this discussion of the merger is qualified in its entirety by reference to the merger agreement, a copy of which is attached as Annex A to this proxy statement and incorporated into this proxy statement by reference. You should read the entire merger agreement carefully as it is the legal document that governs the merger.

We are 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. AtaiBeckley 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.

Our common stock is listed on Nasdaq under the symbol “ATAI.” AtaiBeckley’s corporate office is located at 250 West 34th Street, New York, NY 10119, and our telephone number is (332) 282-0507.

Lilly is a medicine company turning science into healing to make life better for people around the world. Lilly has been pioneering life-changing discoveries for 150 years, and today its medicines help tens of millions of people across the globe. Harnessing the power of biotechnology, chemistry and genetic medicine, Lilly 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, Lilly is 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 Lilly’s medicines are accessible and affordable.

Lilly’s corporate office is located at Lilly Corporate Center, Indianapolis, Indiana 46285, and its telephone number is (317) 276-2000.

Merger Sub is a wholly owned subsidiary of Lilly and was formed on July 13, 2026, solely for the purpose of engaging in the transactions contemplated by the merger agreement. Merger Sub has not engaged in any business activities other than as incidental to its formation and in connection with the transactions contemplated by the merger agreement. Upon completion of the merger, Merger Sub will cease to exist and AtaiBeckley will continue as the surviving corporation and a wholly owned subsidiary of Lilly.

Merger Sub’s corporate office is located at Lilly Corporate Center, Indianapolis, Indiana 46285, and its telephone number is (317) 276-2000.

The merger agreement provides that, subject to the terms and conditions of the merger agreement and in accordance with Section 251 of the DGCL, at the effective time of the merger, Merger Sub will merge with and into AtaiBeckley. As a result of the merger, the separate corporate existence of Merger Sub will cease, and AtaiBeckley will continue as the surviving corporation of the merger.

As a result of the merger, AtaiBeckley will cease to be a publicly traded company, and our common stock will no longer be publicly traded and will be delisted from Nasdaq. In addition, our common stock will be deregistered under the Exchange Act, and we will no longer be required to file periodic reports, current reports and proxy statements with the SEC. If the merger is completed, you will not own any shares of capital stock of the surviving corporation.

The effective time of the merger will occur when the Secretary of State of the State of Delaware accepts the certificate of merger filed by AtaiBeckley in accordance with the relevant provisions of the DGCL, or at such later date and time as is agreed upon by Merger Sub and AtaiBeckley and specified in such certificate of merger.

If the merger agreement is not adopted by our stockholders, or if the merger is not completed for any other reason, our stockholders will not receive any payment for their shares of our common stock in connection with the merger. Instead, (1) AtaiBeckley will remain an independent public company; (2) our common stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act; and (3) we will continue to file periodic reports with the SEC. In addition, if the merger is not completed, we expect that: (a) AtaiBeckley’s management will continue to operate the business as it is currently being operated and (b) our stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which AtaiBeckley operates and adverse economic conditions.

Furthermore, if the merger is not completed, and depending on the circumstances that cause the merger not to be completed, there can be no assurance as to the price at which our common stock may trade, and the price of our common stock could decline significantly.

Accordingly, there can be no assurance as to the effect of the merger not being completed on the future value of your shares of our capital stock. If the merger is not completed, the AtaiBeckley Board will continue to evaluate and review, among other things, AtaiBeckley’s business, operations, strategic direction and capitalization, and will make whatever changes it deems appropriate. If the merger agreement is not adopted by our stockholders or if the merger is not completed for any other reason, AtaiBeckley’s business, prospects or results of operation may be adversely impacted.

In specified circumstances in which the merger agreement is terminated, AtaiBeckley has agreed to pay Lilly a termination fee.

The merger agreement provides that each share of our capital stock issued and outstanding immediately prior to the effective time of the merger (other than holders of (i) shares held in the treasury of AtaiBeckley, owned by AtaiBeckley or any of its Subsidiaries, owned by Lilly or Merger Sub, or owned by any direct or indirect wholly owned subsidiary of Lilly or Merger Sub and (ii) dissenting shares (as defined in the merger agreement)) will be converted into the right to receive, subject to the terms and conditions contained in the merger agreement, $6.75 in cash, without interest and less applicable tax withholdings, plus one contingent value right (a “CVR”) representing the right to receive up to an aggregate of $2.50 in cash per CVR upon achievement, if any, of specified clinical and regulatory milestones.

Dissenting shares will be treated as described under “The Merger—Appraisal Rights.” All shares of our capital stock that are held in the treasury of AtaiBeckley, or owned by AtaiBeckley, any AtaiBeckley subsidiary, Lilly, Merger Sub or any of their respective direct or indirect wholly owned subsidiaries, will be cancelled and will cease to exist, with no payment being made with respect thereto.

Prior to the effective time of the merger, Lilly will enter into (i) an agreement with a paying agent designated by Lilly, and reasonably acceptable to AtaiBeckley, to act as paying agent for purposes of effecting the payment of the aggregate upfront per share consideration and (ii) the CVR agreement governing the terms of the CVRs to be received by our stockholders. At or immediately following the effective time of the merger, Lilly will deposit, or cause to be deposited, with the paying agent an amount in cash sufficient to pay the aggregate upfront per share consideration, which the holders of shares of our outstanding capital stock will be entitled to receive at the effective time of the merger.

As promptly as practicable after the effective time of the merger, and in any event within three business days thereafter, Lilly will cause the paying agent to mail to each holder of record of shares of our capital stock that are represented by certificates (1) a letter of transmittal and (2) instructions for use in effecting the surrender of the certificates. Any shares of our capital stock that are held in book-entry will be deemed to be automatically surrendered upon the receipt by the paying agent of an “agent’s message” in customary form. Any such shares of capital stock so surrendered shall be entitled to receive, as reasonably practicable after the effective time of the merger (and in any event, within three business days thereafter), $6.75 payable for each such share.

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. The following chronology does not purport to catalogue every conversation and correspondence among representatives of AtaiBeckley, Lilly, potential buyers and their respective affiliates or advisors. All dates and times referred to in the following chronology are Eastern Time unless otherwise indicated.

AtaiBeckley is a clinical-stage biotechnology company on a mission to transform patient outcomes by developing rapid-acting, durable and convenient mental health treatments. The AtaiBeckley Board, together with members of management of AtaiBeckley, regularly reviews and assesses the performance, future growth prospects, business plans and the overall strategic direction of the Company, and considers a variety of strategic alternatives that may be available to the Company, including continuing to pursue its strategy as a standalone company, potential partnerships, equity raises, or other strategic or financing transactions, including royalty financing transactions, with third parties, in each case with the goal of maximizing stockholder value.

As part of its overall strategic plan, on November 5, 2025, the Company, then known as atai Life Sciences N.V., completed its acquisition of the shares of Beckley Psytech Limited not already owned by the Company, in exchange for 103,000,066 newly issued shares of the Company. The closing price of AtaiBeckley common stock on November 5, 2025, the closing date of the Beckley Psytech Limited acquisition, was $4.48 per share.

Separately, the Company’s predecessor, atai Life Sciences N.V., and Beckley Psytech Limited had earlier entered into a three-way confidentiality agreement with a global biopharmaceutical company referred to herein as “Party A,” dated September 8, 2025, to facilitate discussions regarding a potential business relationship related to BPL-003. The confidentiality agreement with Party A did not include a standstill provision. Members of Company management also had discussions in summer and fall 2025 with another global pharmaceutical company referred to herein as “Party B,” pursuant to a confidentiality agreement dated July 21, 2025, regarding a potential transaction involving VLS-01 and BPL-003. The confidentiality agreement with Party B did not include a standstill provision.

On December 17, 2025, AtaiBeckley received a non-binding offer from Party A for a co-development and co-commercialization partnership in respect of BPL-003, pursuant to which Party A would fund 50% of global Phase 3 clinical trial development costs and would further pay (i) upfront consideration of $125 million to AtaiBeckley upon signing the agreement and (ii) milestone consideration of $50 million upon FDA approval of BPL-003 (the “December 17 Party A Offer”). The Company determined after consideration that the December 17 Party A Offer substantially undervalued BPL-003 and members of Company management conveyed this view to Party A.

Through early 2026, members of Company management periodically discussed with the AtaiBeckley Board the Company’s standalone business plan, including the capital requirements associated with advancing BPL-003 – as well as VLS-01 and EMP-01, programs in Phase 2 clinical studies at that time – through Phase 3 clinical trials and toward commercialization, and potential financing alternatives directed to the same.

On March 6, 2026, as a means of accessing capital on a flexible basis to support the Company’s ongoing operational and development needs, the Company entered into an Open Market Sale Agreement^SM with Jefferies LLC in connection with an at-the-market equity offering program (the “ATM Program”). Thereafter, the Company filed a registration statement on Form S-3 and related prospectus supplement with the SEC registering relevant securities. The closing price of AtaiBeckley common stock on March 6, 2026 was $3.39 per share.

On March 7, 2026, Bloomberg reported that AtaiBeckley was exploring strategic alternatives for BPL-003, including a potential sale or partnership. Following the publication of the Bloomberg report, and the public announcement of the ATM Program on March 9, 2026, the closing price of AtaiBeckley common stock on March 9, 2026 was $3.89 per share. Following the publication of the Bloomberg report, in March 2026, representatives of Lilly and Party A each contacted members of Company management to inquire as to whether AtaiBeckley intended to monetize BPL-003 (the “March Inbound Inquiries”).

The Company had previously entered into a confidentiality agreement with Lilly, effective July 2, 2024 (the “Lilly Confidentiality Agreement”), which was subsequently extended by a first amendment effective July 3, 2025 and a second amendment effective April 15, 2026 (which extended the term through July 2, 2027). The Lilly Confidentiality Agreement did not include a standstill provision.

On March 12, 2026, members of Company management met with representatives of Moelis & Company LLC (“Moelis”), a financial advisory firm with which the Company had previous interactions, to discuss the March Inbound Inquiries, including proposed next steps to engage with Lilly and Party A and whether the March Inbound Inquiries

might reasonably result in a formal indication of interest for individual assets or for the entirety of the Company. Following discussion, members of Company management directed Moelis to coordinate meetings between members of Company management and representatives of each of Lilly and Party A separately, to provide a business and clinical update focused on the development of BPL-003.

On March 19, 2026, the AtaiBeckley Board held a regularly scheduled meeting, with members of Company management in attendance. At such meeting, members of Company management provided the AtaiBeckley Board with a business development update, including a discussion of the March Inbound Inquiries and Moelis’s outreach to each of Lilly and Party A to coordinate management meetings.

On March 30, 2026, members of Company management and representatives of Moelis held separate calls with Party A and Lilly, each to discuss the Company and provide an update on BPL-003. During these calls, neither party submitted to the Company a strategic proposal to acquire all or a portion of the Company (including BPL-003), but each expressed an interest in pursuing further diligence to learn more about BPL-003 and the Company’s other product candidates.

On April 2, 2026, the Company opened to Party A the virtual data room, which was populated with due diligence information and documentation.

On April 8, 2026, the Company opened to Lilly the virtual data room, which was similarly populated with due diligence information and documentation.

On April 21, 2026, representatives of Lilly held a call with representatives of the Company, including Moelis, regarding the status of its initial diligence review, as well as its preliminary assessment of interest and potential structure(s) it might wish to pursue following additional diligence. From April 21, 2026 through the execution of the merger agreement, Lilly engaged in due diligence regarding the Company and a potential transaction.

On May 6, 2026, the AtaiBeckley Board held a meeting, with members of Company management and representatives of Latham & Watkins LLP (“Latham”), legal advisor to the Company, in attendance. Members of Company management provided an update on the Company’s operational matters unrelated to any potential strategic transaction, followed by an overview and update regarding the status of the Company’s evaluation of a potential sale transaction (internally referred to as “Project Astral”) and other strategic alternatives, including an alternative royalty financing transaction (internally referred to as “Project River”), and the status of due diligence with respect to each. Members of Company management informed the AtaiBeckley Board that the Company had been approached by Lilly regarding a proposal for a potential transaction. Members of Company management also updated the AtaiBeckley Board regarding ongoing discussions with Party A. Representatives of Latham then provided an overview of the AtaiBeckley Board’s fiduciary duties relating to any potential strategic transaction the Company might pursue. Following discussion, the AtaiBeckley Board directed Company management to continue engaging with third parties in support of each of Project Astral and Project River, and to keep the AtaiBeckley Board apprised of any material developments.

On May 11, 2026, representatives of the Company, including Moelis, met with representatives of Party A, at which such meeting representatives of Party A reiterated their interest in proceeding with a co-development and co-commercialization partnership transaction on the same economic terms as those set forth in the December 17 Party A Offer. Despite further discussions, Party A did not subsequently make an improved offer and because the economic terms did not improve from those previously presented in December 2025, which the Company believed substantially undervalued BPL-003, no further focus was placed on the December 17 Party A offer.

On May 13, 2026, representatives of Lilly met with members of Company management in-person. At that meeting the possibility of a transaction was discussed at a high level, including the benefits that Lilly could bring towards the development of BPL-003 and VLS-01, as well as the Company’s broader pipeline, but no specific proposal in respect of a potential strategic transaction was made and no discussion was had regarding any specific terms.

On June 1, 2026, the Company received a non-binding indication of interest from Lilly, expressing Lilly’s interest in acquiring all of the outstanding shares of common stock of AtaiBeckley at a price of $6.75 per share in cash (the “June 1 Proposal”). In connection with the delivery of the June 1 Proposal, representatives of Lilly met with members of Company management to convey their strong interest leading to the June 1 Proposal while also noting that the June 1 Proposal reflected a clear perspective on valuation given the degree of diligence completed at such time and that there was limited flexibility to improve the economic or other terms of such proposal. The closing price of AtaiBeckley common stock on May 29, 2026, the last trading day prior to the June 1 Proposal, was $4.53 per share.

On June 2, 2026, the AtaiBeckley Board held meetings for the purpose of selecting one or more financial advisors to support Project Astral, with members of Company management in attendance. At such meetings, the AtaiBeckley Board interviewed three financial advisors (including representatives of each of Moelis and of Centerview Partners LLC (“Centerview”)), each of which presented discussion materials to the AtaiBeckley Board, including providing overviews of recent M&A activity in the pharmaceutical industry, certain preliminary financial analyses, and an assessment of potential parties for a market check (including Party A, among other counterparties).

Following the June 2, 2026 Board meetings, the AtaiBeckley Board determined to formally engage Moelis and Centerview as financial advisors to the Company in connection with the evaluation of a potential strategic transaction and entered into engagement letters with each of Moelis and Centerview on June 4, 2026 and June 9, 2026, respectively.

On June 4, 2026, representatives of Moelis held a call with representatives of Goldman Sachs & Co. LLC (“Goldman Sachs”), financial advisor to Lilly, during which representatives of Goldman Sachs reiterated that Lilly had limited flexibility to increase the per share price reflected in the June 1 Proposal.

On June 5, 2026, the AtaiBeckley Board held a meeting, with members of Company management, representatives of Moelis, representatives of Centerview and representatives of Latham in attendance. Members of Company management summarized the June 1 Proposal for the AtaiBeckley Board, and the AtaiBeckley Board considered potential responses to the June 1 Proposal, with a particular emphasis on whether the June 1 Proposal appropriately valued AtaiBeckley’s lead product candidates, including VLS-01 and BPL-003. Representatives of Moelis and Centerview provided their perspectives on the June 1 Proposal, and Moelis presented certain preliminary financial analyses to the AtaiBeckley Board. The AtaiBeckley Board also discussed the current status of negotiations relating to Project River. Following discussions, the AtaiBeckley Board instructed representatives of Moelis and representatives of Centerview to inform representatives of Lilly that the June 1 Proposal did not appropriately value all of the assets of AtaiBeckley, and to offer to make additional diligence available that would demonstrate further value.

Later on June 5, 2026, representatives of Centerview held a call with representatives of Lilly to convey that the AtaiBeckley Board did not view the June 1 Proposal to appropriately value the AtaiBeckley assets and to offer to make available additional diligence materials.

On June 9, 2026, members of Company management held a call with representatives of Lilly to provide an overview of commercial and certain additional clinical diligence matters, and made available via the virtual data room certain additional diligence materials relating to these topics.

Also on June 9, 2026, the AtaiBeckley Board held a meeting, with members of Company management and representatives of Latham in attendance. Members of Company management summarized the latest discussions with representatives of Lilly, as well as the latest discussions relating to Project River. Thereafter, representatives of Latham presented to the AtaiBeckley Board regarding potential transaction structures for Project Astral, including structuring options that would remove certain AtaiBeckley assets, including VLS-01, from the potential Project Astral sale transaction. Following discussion, the AtaiBeckley Board directed members of Company management and representatives of Latham to evaluate additional options for alternative transaction structuring designed to provide increased value to stockholders.

On June 11, 2026, the Company received an updated non-binding indication of interest from Lilly (the “June 11 Proposal”). The June 11 Proposal had a purchase price per share consisting of a cash payment of $6.75 per share at closing plus one non-tradeable contingent value right (“CVR”) representing an additional $1.00 per share, payable upon (x) FDA regulatory approval of VLS-01 for the treatment of treatment-resistant depression and (y) the issuance of an interim final rule or final rule by the U.S. Drug Enforcement Administration (the “DEA”) rescheduling FDA-approved dimethyltryptamine as a Schedule II, III, IV or V controlled substance (the “VLS-01 Milestone”), only if such milestone occurred before the sixth anniversary of the closing of the potential transaction. The June 11 Proposal was accompanied by a draft merger agreement prepared by Ropes & Gray LLP (“Ropes”), legal advisor to Lilly. The closing price of AtaiBeckley common stock on June 11, 2026 was $3.80 per share.

Also on June 11, 2026, the Company received a proposal from a potential counterparty for the Project River royalty financing transaction (“Party C”). The proposal from Party C (the “June 11 Party C Financing Proposal”) offered two alternative structuring options, each including upfront and milestone payments upon VLS-01 FDA approval in return for royalty payments on sales of BPL-003 and VLS-01.

On June 12, 2026, the AtaiBeckley Board held a meeting, with members of Company management and representatives of Moelis and Centerview attending. Members of Company management summarized for the AtaiBeckley Board the June 11 Proposal and the June 11 Party C Financing Proposal. In the course of discussing the two

different proposals, the AtaiBeckley Board considered a variety of factors, including the price per share offered by Lilly in the June 11 Proposal, the background and track record of each of Lilly and Party C, and the timing for entry into definitive documentation in respect of each proposal. Following discussion, the AtaiBeckley Board directed representatives of Moelis and Centerview to evaluate the financial impact of the June 11 Party C Financing Proposal and the June 11 Proposal in advance of the next Board meeting.

On June 15, 2026, the AtaiBeckley Board held a meeting, with members of Company management, representatives of Moelis, representatives of Centerview and representatives of Latham in attendance. Members of Company management provided a general overview of Project Astral and Project River and then discussed updates related to Project River, including the status of the transaction and possible effects of the transaction, if entered into, on future strategic activity. Advisors in respect of Project River also joined the call and provided views as to the status of Project River negotiations. Thereafter, representatives of Latham previewed for the AtaiBeckley Board alternative transaction structures for Project Astral, including the tax implications of such structures. Representatives of Moelis and representatives of Centerview presented discussion materials, including certain preliminary financial analyses, and updated the AtaiBeckley Board on feedback received from Lilly on the Project Astral transaction as well as potential timelines for Project Astral. The Board then discussed with members of Company management and its advisors potential responses to the June 11 Proposal and the June 11 Party C Financing Proposal, including the benefits and drawbacks of launching a more expansive strategic review process and the potential bidders that might be interested in participating in such a process, including in light of past news reports that speculated publicly that the Company was considering strategic alternatives. The AtaiBeckley Board also noted the potential strategic benefits of having two active bidders and two active potential transactions, and the options for creating competitive tension. After discussion, the AtaiBeckley Board instructed representatives of Moelis and representatives of Centerview to communicate to representatives of Lilly a counterproposal of a cash payment of $8.00 per share, plus one CVR representing an additional $1.00 per share contingent upon initiation of a VLS-01 Phase 3 trial and an additional $1.00 per share contingent upon VLS-01’s FDA approval (the “June 15 Counterproposal”). The Board further instructed its financial advisors to communicate to Lilly the AtaiBeckley Board’s interest in better understanding Lilly’s valuation of the VLS-01 assets.

On June 15, 2026, representatives of Centerview conveyed the June 15 Counterproposal to representatives of Lilly.

On June 17, 2026, the Company received an updated non-binding indication of interest from Lilly (the “June 17 Proposal”). The June 17 Proposal had a purchase price per share consisting of $6.75 per share in cash at closing plus one CVR representing up to an additional $2.50 per share, structured as follows: (i) $1.50 per share upon achievement of the VLS-01 Milestone, only if the VLS-01 Milestone occurred before the sixth anniversary of the closing of the potential transaction, and (ii) $1.00 per share upon (x) FDA regulatory approval of BPL-003 for the treatment of treatment-resistant depression and (y) the issuance of an interim final rule or final rule by the DEA rescheduling FDA-approved mebufotenin benzoate as a Schedule II, III, IV or V drug (the “BPL-003 Milestone”), only if such BPL-003 Milestone occurred before the fifth anniversary of the closing of the potential transaction. The closing price of AtaiBeckley common stock on June 17, 2026 was $4.07 per share.

On June 18, 2026, the AtaiBeckley Board held its regularly scheduled quarterly meeting, with members of Company management and representatives of Latham in attendance. Members of Company management provided certain operational updates and updates on Project Astral and Project River, including the status of each transaction, and members of the AtaiBeckley Board discussed recent communications with a third party regarding potential interest in an asset acquisition involving VLS-01. The AtaiBeckley Board and its advisors then discussed the June 17 Proposal and potential structuring alternatives for Project Astral, including a sale of the Company, including BPL-003 and related assets, combined with a spin-off of the Company’s remaining assets, including VLS-01. The AtaiBeckley Board further discussed the appropriate scope of the potential carve-out if the AtaiBeckley Board were to seek a carve-out transaction as part of the overall transaction for Project Astral. After discussion, the AtaiBeckley Board authorized its financial advisors to inform Lilly that the current price per share was insufficient to transact upon and that a third party was evaluating an offer for the Company’s VLS-related assets. The AtaiBeckley Board also authorized representatives of the Company to present a counterproposal to Lilly consisting of (i) $6.75 per share in cash for BPL-003 plus a $1.00 CVR upon BPL-003 approval and (ii) a concurrent spin-off of certain legacy assets of AtaiBeckley, including VLS-01 and other discovery assets, to AtaiBeckley stockholders, with certain preemptive rights to be granted to Lilly in connection with such spin-off. The Board additionally resolved to update the Project River counterparty as to the status of the Project Astral transaction and to continue otherwise progressing Project River in parallel.

On June 18, 2026, members of Company management and representatives of Lilly held a number of calls to discuss the June 17 Proposal. During those conversations, members of Company management conveyed that removing VLS-01 from the transaction perimeter may provide the best opportunity for VLS-01 to be developed and could contribute

additional value for stockholders.  In response, representatives of Lilly indicated that Lilly would be unwilling to consider removing VLS-01 from the transaction perimeter, but would consider a CVR structure that included milestones that better aligned the parties’ development goals in order to provide more certain stockholder value.

On June 19, 2026, the AtaiBeckley Board held a follow-up meeting to its regularly scheduled quarterly meeting, with members of Company management and representatives of Latham in attendance. Members of Company management provided the AtaiBeckley Board with an update on both Project River and Project Astral, including feedback received from the Project River counterparty and the overall timing of the potential royalty financing transaction, and interim feedback received from Lilly. Chairman of the AtaiBeckley Board, Mr. Christian Angermayer, indicated his intent to meet with a representative of Lilly in person on June 20, 2026 to discuss the transaction structure for Project Astral and then report back to the AtaiBeckley Board; the AtaiBeckley Board authorized Mr. Angermayer to have such a meeting, and to use the learnings from that meeting to negotiate and to direct financial and legal advisors on behalf of the Company to determine potential alternative transaction structures designed to seek additional value for stockholders in connection with Project Astral.

Also on June 19, 2026, representatives of Lilly verbally delivered an updated proposal to the Company’s financial advisors (the “June 19 Oral Proposal”), with a purchase price per share consisting of $6.75 per share in cash at closing plus one CVR representing up to an additional $2.50 per share, structured as follows: (i) $1.00 per share upon achievement of the VLS-01 Milestone, (ii) $1.00 per share upon initiation of a Phase 3 clinical trial for VLS-01 and (iii) $0.50 per share upon achievement of the BPL-003 Milestone. The closing price of AtaiBeckley common stock on June 18, 2026, the last trading day prior to the June 19 Oral Proposal, was $4.06 per share.

On June 20, 2026, Mr. Angermayer met with a representative of Lilly to discuss Project Astral, including potential transaction structures designed to better provide stockholders with value associated with early-stage programs and related legacy assets.

Following his June 20, 2026 discussion with a representative of Lilly, Mr. Angermayer provided an update to the rest of the AtaiBeckley Board before directing representatives of Centerview to propose to Lilly that documentation providing for the sale transaction include a right for the Company to launch a process to sell certain early-stage programs and related legacy assets, including, among others, DMX-1002 (also referred to as ibogaine), via an arm’s-length process during the period before closing of the merger with Lilly (the “Asset Sale Proposal”), with consideration received for such asset sale to be further distributed to stockholders of the Company at or prior to consummation of the merger with Lilly.

On June 22, 2026, consistent with the AtaiBeckley Board’s mandate that Mr. Angermayer be authorized to direct advisors of the Company, representatives of Centerview delivered the Asset Sale Proposal to representatives of Lilly.

Later on June 22, 2026, representatives of Goldman Sachs informed representatives of Centerview and Moelis that Lilly would not agree to the Asset Sale Proposal, but that Lilly was willing to consider permitting the sale of the ibogaine asset via an arm’s-length process during the period before closing of the merger with Lilly (an “Ibogaine Sale”).

On June 24, 2026, the AtaiBeckley Board held a meeting, with members of Company management, representatives of Centerview, representatives of Moelis and representatives of Latham in attendance. Members of Company management, as well as representatives of Moelis and representatives of Centerview, provided an update on Project Astral, including discussion of price terms and specific discussions regarding an Ibogaine Sale. Members of Company management also provided an update on the status of negotiations for Project River. At the end of the meeting, the AtaiBeckley Board directed representatives of Moelis and representatives of Centerview to conduct outreach to five additional strategic counterparties (which included Party B and Party D) to ascertain whether any of those parties had interest in exploring an acquisition of the Company. The Board also authorized members of Company management and Mr. Angermayer to communicate to Lilly that the AtaiBeckley Board was interested in proceeding on the basis of the June 19 Oral Proposal with an Ibogaine Sale, and authorized them to continue to negotiate potential terms for each of Project Astral and Project River. The Board further delegated authority to a transactions working group consisting of its Audit Committee and Mr. Angermayer (the “TWG”) to oversee and negotiate the Project Astral transaction, subject to the ultimate approval of the transaction by the AtaiBeckley Board, in order to promote efficiency and facilitate timely feedback to members of Company management, the AtaiBeckley Board and Lilly. Separately, the AtaiBeckley Board directed representatives of Latham to prepare a revised draft merger agreement addressing, among other things, (i) the Ibogaine Sale, (ii) the quantum of the Company termination fee, (iii) the treatment of options that would be out-of-the-money based on the per share Closing Amount (but which would be in-the-money assuming accomplishment

of the CVR milestones) (such options, “Closing Date Underwater Options”), (iv) the outside date, (v) the material adverse effect definition, (vi) the regulatory covenants, including clear skies and potential divestiture obligations, and (vii) the bring-down closing condition, and to share the revised draft to counsel for Lilly, along with a draft voting and support agreement.

Later on June 24, 2026, at the direction of the AtaiBeckley Board, Mr. Angermayer held a call with representatives of Lilly and communicated that the AtaiBeckley Board was open to proceeding based on the terms set forth in the June 19 Oral Proposal with an Ibogaine Sale. Following such call, Mr. Angermayer communicated to the AtaiBeckley Board that Apeiron Investment Group Ltd. (“Apeiron”), an affiliate of Mr. Angermayer, would consider the desirability of making an offer to acquire ibogaine and related assets should Project Astral proceed to execution and the Project Astral transaction structure accommodates an Ibogaine Sale.

Also on June 24, 2026, representatives of Lilly indicated that Lilly’s execution of definitive transaction documentation would be contingent upon completion of certain diligence items, including completing visits at two of the Company’s contract development and manufacturing organization (“CDMO”) sites.

Also on June 24, 2026, the Company received a revised financing proposal from Party C.

Also on June 24, 2026, representatives of Moelis shared their relationship disclosure letter to the AtaiBeckley Board.

On June 25, 2026, representatives of Latham, on behalf of the Company, sent a revised draft merger agreement and a draft voting and support agreement to representatives of Ropes. The draft merger agreement, which, consistent with Lilly’s original draft, was structured to reflect a tender offer construct for completion of the acquisition, reflected the Company’s positions on key issues as directed by the AtaiBeckley Board, including, among other things, (i) an asset sale concept for an Ibogaine Sale, providing for the carve-out of ibogaine and related assets from the sale transaction and, assuming completion of such a sale, an attendant increase to the offer price to distribute the asset sale consideration to Company stockholders (the “Ibogaine Carve-Out”), (ii) a Company termination fee equal to 3.0% of the aggregate upfront purchase price, (iii) Closing Date Underwater Options sharing in the CVR transaction consideration, (iv) an outside date of six months, with two automatic three-month extensions for unsatisfied regulatory conditions, (v) certain Company-favorable revisions to the material adverse effect definition, (vi) Company-favorable revisions to the antitrust regulatory covenants, including inserting a clear skies provision and requiring divestitures by Lilly and (vii) revisions to the representations and warranties bring-down closing condition.

Later on June 25, 2026, representatives of Ropes requested on behalf of Lilly further details regarding the Company’s proposed plan for executing the Ibogaine Carve-Out. Representatives of Latham, on behalf of the Company and following discussion with members of Company management, shared an outline of the Company’s proposal with Ropes later that same day.

Also on June 25, 2026, AtaiBeckley announced that it would be added to the Russell 2000® Index and the broad-market Russell 3000® Index, effective at market open in the United States on June 29, 2026. The closing price of AtaiBeckley common stock on June 25, 2026 was $4.58 per share.

On June 26, 2026, representatives of Lilly communicated to representatives of Centerview that, among other things, Lilly would request (i) a non-compete agreement from Mr. Angermayer and his affiliate, Apeiron, in connection with Project Astral, (ii) an indemnity from Mr. Angermayer if Mr. Angermayer or Apeiron purchased the Ibogaine assets in the Ibogaine Carve-Out and (iii) that the distribution of any proceeds from the Ibogaine Carve-Out be structured as a dividend rather than an adjustment to the offer price.

Also on June 26, 2026, (i) representatives of Ropes and representatives of Latham held a status call to discuss the draft merger agreement, including key terms such as the termination fee, outside date and the Ibogaine Carve-Out structure and (ii) representatives of Ropes sent a draft contingent value rights agreement (the “CVR agreement”) to representatives of Latham, which provided for the following milestone payments: (i) $1.00 per share upon achievement of the VLS-01 Milestone, only if the VLS-01 Milestone occurred before the sixth anniversary of the closing of the potential transaction, (ii) $1.00 per share upon initiation of a Phase 3 clinical trial for VLS-01, only if such milestone occurred before the third anniversary of the closing of the potential transaction, and (iii) $0.50 per share upon achievement of the BPL-003 Milestone, only if the BPL-003 Milestone occurred before the fifth anniversary of the closing of the potential transaction.

Also on June 26, 2026, pursuant to the Board’s instruction at the June 24 Board meeting that representatives of Moelis and Centerview contact five potential strategic counterparties, representatives of Moelis conducted a call with representatives of a global healthcare and pharmaceutical company referred to as Party D to ascertain whether Party D would be interested in an acquisition of the Company.

On June 27, 2026, representatives of Ropes sent a revised draft voting and support agreement to representatives of Latham and to representatives of Sullivan & Cromwell LLP (“S&C”), counsel to Apeiron, reflecting, among other things, the removal of the termination of such agreement upon a change in Board recommendation and in certain circumstances where the offer was modified, expansion of certain non-solicit obligations, a waiver of appraisal rights and inclusion of certain anti-frustration and further assurances language. The draft voting and support agreement also contained an indemnity provision in favor of Lilly to be included if Mr. Angermayer or Apeiron ultimately purchased any assets in the Ibogaine Carve-Out.

On June 29, 2026, the TWG met, with Mr. Angermayer not participating due to his disclosure that Apeiron was interested in considering the desirability of making an offer to acquire ibogaine and related assets should Project Astral proceed to execution and the Project Astral transaction structure accommodates an Ibogaine Sale. Members of Company management and representatives of Latham were also in attendance. Members of Company management provided the directors with an update on the status of negotiations with Lilly and its advisors, including Lilly’s latest positions on the remaining open points in the transaction documentation. Representatives of Latham summarized the known open issues in the current drafts of the merger agreement and the related ancillary agreements, including the terms of the Ibogaine Carve-Out and the process contemplated in connection therewith during the period between signing and closing. Following discussion, the AtaiBeckley Board directed members of Company management and representatives of Latham to continue to negotiate the terms of the transaction documentation with Lilly and its advisors, including with respect to the Ibogaine Carve-Out.

Also on June 29, 2026, representatives of Ropes shared a revised draft of the merger agreement to representatives of Latham, which such draft included the following positions: (i) additional specificity regarding the framework for the Ibogaine Carve-Out, including certain timing and process constraints as well as Lilly consent rights, (ii) a Company termination fee equal to 4.0% of the aggregate upfront purchase price plus the net present value of the CVR, (iii) no consideration for Closing Date Underwater Options, (iv) an outside date of six months, with an automatic three-month extension for unsatisfied regulatory conditions, (v) certain additional revisions to the material adverse effect definition, (vi) no clear skies provision and a disclaimer of any obligation of Lilly to undertake divestitures and (vii) a buyer-favorable representations and warranties bring-down standard.

Also on June 29, 2026, Party D reached out to representatives of Moelis to request diligence information regarding the Company. A draft confidentiality agreement was shared with Party D, which was subsequently executed on June 30, 2026. The confidentiality agreement with Party D did not include a standstill provision.

Also on June 29, 2026, representatives of Centerview shared their relationship disclosure letter to the AtaiBeckley Board.

From June 26, 2026 to June 30, 2026, pursuant to the Board’s instruction at the June 24 Board meeting that representatives of Moelis and Centerview contract five potential strategic counterparties, representatives of Centerview and representatives of Moelis conducted calls with Party B and two additional potential strategic counterparties, each of whom indicated that they were not in a position to make an offer to acquire the Company at such time. During this time period, representatives of Centerview also conducted a call with the fifth potential strategic counterparty (“Party E”), who indicated that they would review the opportunity.

On June 30, 2026, representatives of Latham, on behalf of the Company and pursuant to discussions with and authorization from members of Company management, returned a revised CVR agreement to representatives of Ropes reflecting (i) an objective standard for “commercially reasonable efforts”, (ii) insertion of an anti-frustration covenant, (iii) elimination of a “milestone offset amount” concept that would have permitted Lilly to deduct one hundred percent of any reasonably useful or necessary third-party intellectual property licensing costs from CVR milestone payments, (iv) enhanced information rights, (v) extensions of sunsets on CVR milestones, (vi) change of control acceleration and (vii) indication agnostic triggers for certain CVR milestone triggers.

On July 1, 2026, representatives of S&C sent a revised draft of the voting and support agreement to representatives of Ropes, which such draft removed the indemnity provision, reinserted various termination rights, including termination upon a change in Board recommendation, and included certain express retained claims language.

Also on July 1, 2026, members of Company management conducted a management presentation with Party D and provided an update on development of BPL-003, VLS-01 and one other Company product candidate.

On July 2, 2026 and July 3, 2026, members of Company management and Lilly, together with their respective financial advisors, discussed the open points in the transaction documentation, including, among other things, the CVR milestones and relevant defined terms, including the efforts requirements related thereto, the requested indemnity and non-compete from Apeiron, and the Ibogaine Carve-Out. During these discussions, representatives of Lilly communicated Lilly’s position that its acceptance of the Ibogaine Carve-Out represented a meaningful concession that substantially limited its ability to accept the Company’s other proposed revisions to the transaction documentation. Consistent with the AtaiBeckley Board’s prior direction to management to negotiate the best overall terms attainable for the Company’s stockholders, and in light of the anticipated immateriality of the Ibogaine Carve-Out compared to the Company’s other proposed revisions to the transaction documentation, representatives of AtaiBeckley proposed to Lilly to remove the Ibogaine Carve-Out from the transaction.

On July 4, 2026, representatives of Ropes sent a revised voting and support agreement to representatives of Latham and representatives of S&C, again removing the termination of such agreement upon a change in Board recommendation and certain other modifications to the offer, among other changes.

On July 5, 2026, representatives of Latham, on behalf of the Company and pursuant to discussions with and authorization from members of Company management, sent a further revised draft of the CVR agreement to Ropes, revising its prior draft to (i) accept a subjective commercially reasonable efforts, (ii) remove the requested anti-frustration covenant, (iii) provide a more buyer-favorable set of information rights, (iv) remove change of control acceleration, (v) remove specific indications from CVR milestone triggers and (vi) revise product definitions to include any form or formulation of the relevant product. Representatives of Latham, on behalf of the Company and pursuant to discussions with and authorization from members of Company management, further shared a revised draft merger agreement to representatives of Ropes, reflecting the following positions: (i) removal of the Ibogaine Carve-Out, (ii) a Company termination fee equal to 3.5% of the aggregate upfront purchase price, (iii) accepting that Closing Date Underwater Options would not receive merger consideration, (iv) accepting an outside date of six months plus a three-month automatic extension for regulatory condition failure, (v) reinserting a clear skies provision but accepting an express disclaimer of divestiture remedies and (vi) revising to a less buyer-favorable representations and warranties bring-down standard.

On July 6, 2026, representatives of S&C sent a revised draft of the voting and support agreement to representatives of Ropes, pursuant to which the Company and Apeiron accepted Lilly’s position that the termination right of the supporting stockholders upon a change of Board recommendation would not be included, but continued to require termination rights in the event of certain other changes to the offer. Representatives of Ropes also sent a revised CVR agreement to representatives of Latham reflecting (i) an expansion of facts permitted to be taken into account when assessing commercially reasonable efforts, (ii) more buyer-favorable information rights in respect of the CVR products, (iii) insertion of specific indications for the milestone definitions, (iv) reinsertion of the milestone offset concept, (v) a shortening of the BPL-003 milestone sunset and (vi) product definitions tied to the form of product as of the date of the CVR agreement.

On the same date, AtaiBeckley announced that it would advance VLS-01 into major depressive disorder in a Phase 3 program. The closing price of AtaiBeckley common stock on July 6, 2026 was $4.96 per share.

Also on July 6, 2026, Party D informed representatives of the Company that it would not pursue an acquisition of the Company at such time.

On July 7, 2026, the TWG met, inclusive of Mr. Angermayer given the Ibogaine Carve-Out was no longer being considered, with certain other directors, members of Company management and representatives of Latham in attendance. Members of Company management provided an update on the market check process, including that Party D had determined not to make a proposal to acquire the Company at such time. Members of Company management, representatives of Latham and the TWG discussed the open issues in the CVR agreement, particularly as related to the definition and scope of the CVR milestone triggers, the covered products and the commercially reasonable efforts to be employed by Parent in seeking to achieve the CVR milestones. Following these discussions, the directors authorized members of Company management and representatives of Latham to continue negotiations with Lilly and its advisors with a focus on resolving the remaining open issues on terms favorable to the Company and its stockholders.

Between July 6, 2026 and July 8, 2026, certain news outlets published reports speculating a potential acquisition of AtaiBeckley. The closing price of AtaiBeckley common stock on each of July 6, 2026, July 7, 2026 and July 8, 2026, was $4.96, $5.19 and $5.17 per share, respectively.

On July 8, 2026, members of Company management and Mr. Angermayer and representatives of Lilly held a call to discuss the CVR agreement, including the definition and scope of CVR milestone triggers, the definition of covered products and the commercially reasonable efforts standard. Later that same day, representatives of Latham, representatives of Ropes and members of Company and Lilly management held a further call to align on how best to implement the earlier business discussion into the CVR agreement.

Also on July 8, 2026, (i) representatives of Ropes sent a revised voting and support agreement to representatives of S&C, continuing to resist certain requested termination triggers in the event of changes to the offer, (ii) representatives of Ropes sent a revised merger agreement to representatives of Latham, which (A) included a Company termination fee equal to 3.75% of aggregate upfront purchase price, (B) removed the clear skies provision and (C) reinserted a buyer-favorable bring-down representation and warranty standard, and (iii) representatives of Latham, at the direction of the AtaiBeckley Board and Company management, sent to representatives of Ropes an initial draft of the Company disclosure letter.

On July 9, 2026, representatives of Latham, on behalf of the Company and pursuant to discussions with and authorization from members of Company management, sent a further revised CVR agreement to representatives of Ropes with changes (i) to remove certain expansions on facts permitted to be assessed in connection with commercially reasonable efforts, (ii) to propose a defined term, ultimately defined as “Insubstantial Change”, that defined when a CVR product would no longer constitute a CVR product, (iii) to remove the milestone offset amount concept, (iv) to clarify that Lilly would not be required to use commercially reasonable efforts to simultaneously pursue multiple indications in respect of a given CVR product and (v) to lengthen the sunset for the VLS-01 Phase 3 clinical trial initiation milestone.

Also on July 9, 2026, as part of the Company’s ongoing market check, the Company executed a confidentiality agreement with Party E. Such confidentiality agreement did not include a standstill provision. A preliminary management meeting was scheduled to be held on July 14, 2026 with Party E but was subsequently cancelled.

On July 10, 2026, the AtaiBeckley Board met, with members of Company management and representatives of Latham in attendance. Members of Company management provided an update on the status of the potential transaction with Lilly, including regulatory diligence matters, the ongoing negotiations regarding the CVR agreement, the milestones payable thereunder, and the changes proposed to the product and efforts defined terms following conversations between principals and counsel. Members of Company management also discussed with the AtaiBeckley Board certain strategic alternatives available to the Company, including Project River, as well as the opportunity to pursue alternative equity financing transactions. Following these discussions, the AtaiBeckley Board authorized members of Company management and representatives of Latham to continue to negotiate the terms of the transaction documentation, with a focus on prioritizing certainty of value as it related to the CVR milestones.

Also on July 10, 2026, (i) representatives of Latham, on behalf of the Company and pursuant to discussions with and authorization from members of Company management, sent a revised draft merger agreement to representatives of Ropes, which (A) provided for a Company termination fee equal to 3.7% of the upfront aggregate purchase price, (B) reinserted a clear skies provision, (C) reverted to a less buyer-friendly representations and warranties bring-down standard and (D) knowledge-qualified representations and warranties relating to the Company’s variable interest entities; (ii) representatives of S&C sent a revised voting and support agreement to representatives of Ropes, continuing to request termination rights in the event of certain modifications to the offer, and (iii) representatives of Ropes sent a revised CVR agreement to representatives of Latham (A) reinserting expansions on the commercially reasonable efforts definition, (B) reinserting the milestone offset amount concept at a reduced percentage, (C) proposing an alternative definition for “Insubstantial Change”, and (D) accepting the later sunset for the VLS-01 Phase 3 clinical trial initiation milestone.

On July 11, 2026, representatives of the Company and Lilly, together with representatives of Latham and representatives of Ropes, held a call to discuss open issues in the CVR agreement around the commercially reasonable efforts and CVR product defined terms.

On July 12, 2026, representatives of Ropes sent revised drafts of the merger agreement, the voting and support agreement and the Company disclosure letter to representatives of Latham and representatives of S&C, each of which had been revised to contemplate a change in transaction structure from a two-step tender offer to a one-step merger. In the revised merger agreement and Company disclosure letter, Lilly (i) accepted the proposed Company termination fee equal to 3.7% of the upfront aggregate purchase price, (ii) rejected the clear skies provision, (iii) rejected blanket knowledge qualifiers for the representations and warranties relating to the Company’s variable interest entities, (iv)

reinserted the buyer-friendly representations and warranty bring-down standard and (v) included a “force the vote provision” given the change to a one-step structure. The revised support agreement proposed a new but analogous set of termination events given the change from tender offer to one-step merger structure.

Also on July 12, 2026, representatives of Latham, on behalf of the Company and pursuant to discussions with and authorization from members of Company management, sent a revised CVR agreement to representatives of Ropes (i) providing certain limitations in the commercially reasonable efforts definition, (ii) accepting a 50% milestone offset amount, (iii) revising the Insubstantial Change definition and (iv) including a new anti-frustration covenant.

On July 13, 2026, the TWG of the AtaiBeckley Board met, with certain other directors, members of Company management and representatives of Latham in attendance, to discuss the status of the proposed transaction with Lilly. Members of Company management provided an update on discussions with Lilly since the AtaiBeckley Board meeting on July 10, 2026, including Lilly’s latest positions with respect to the open points in the merger agreement, the CVR agreement and the other transaction documents. Representatives of Latham then discussed the key open terms with the AtaiBeckley Board, including the representation and warranty bring-down condition, the clear skies covenant, certain employee protections, the product definitions covered by the CVR milestones and the commercially reasonable efforts definition applicable to Parent’s efforts to achieve the CVR milestones. Following discussion, the directors instructed members of Company management and representatives of Latham to continue to negotiate the remaining open points in the transaction documentation, with an emphasis on deal certainty and certainty of value for the Company’s stockholders.

On July 13, 2026, the Company provided representatives of Moelis and representatives of Centerview with draft financial projections, which advanced certain assumed dates in respect of product approvals from prior drafts.

Also on July 13, 2026, representatives of Ropes sent a revised draft of the CVR agreement to representatives of Latham, reflecting (i) removal of the limitations in the commercially reasonable efforts definition, (ii) acceptance of the 50% milestone offset amount concept, (iii) certain further revisions to the Insubstantial Change definition and (iv) removal of the anti-frustration covenant. Representatives of S&C also sent to representatives of Ropes a revised voting and support agreement which requested termination of the transfer restrictions contained in the voting and support agreement for Apeiron following the receipt of the Company stockholder vote in favor of the merger. Representatives of Latham, on behalf of the Company and pursuant to discussions with and authorization from members of Company management, also sent to representatives of Ropes a revised merger agreement on July 13, 2026, (i) reinserting the clear skies provision, (ii) proposing more targeted knowledge qualifications for the representations and warranties relating to the Company’s variable interest entities, (iii) revising the representations and warranty bring-down standard and (iv) removing the force the vote provision.

On July 13, 2026 and July 14, 2026, representatives of Lilly conducted site visits at two of the Company’s CDMO partner facilities as part of their confirmatory due diligence.

On July 14, 2026, the AtaiBeckley Board held a meeting, with members of Company management, representatives of Centerview, representatives of Moelis and representatives of Latham in attendance. Members of Company management provided an update on the status of the Project Astral transaction, and provided an overview of the financial projections. Following discussion, the AtaiBeckley Board approved the financial projections and authorized and directed Moelis and Centerview to use such projections in their respective financial analyses and authorized the Company to formally engage Citi as an additional financial advisor. Thereafter, representatives of Latham made a presentation to the AtaiBeckley Board regarding the fiduciary duties of the directors in connection with the proposed transaction and provided an overview of the material terms of the transaction documents, including the merger agreement, the CVR agreement and the voting and support agreement. The Board thereafter authorized members of Company management and representatives of Latham to finalize negotiations in respect of the transaction documentation.

Also on July 14, 2026, representatives of Ropes sent to representatives of Latham a revised merger agreement, (i) removing the clear skies provision, (ii) accepting certain knowledge qualifications for the representations and warranties relating to the Company’s variable interest entities, (iii) reverting the representations and warranties bring-down standard, (iv) reinserting the force the vote provision and (v) inserting a new condition to closing relating to regulatory investigations.

On the same date, representatives of each of Moelis and Centerview provided the AtaiBeckley Board with updated relationship disclosure letters, or confirmations of no changes since the previous letters provided. The Board subsequently determined that the relationship disclosure letters did not identify any relationships that would prevent either of Moelis or Centerview from advising the AtaiBeckley Board.

On July 15, 2026, representatives of S&C and representatives of Ropes finalized the voting and support agreement, agreeing that the transfer restrictions contained in the voting and support agreement would not terminate following receipt of the Company stockholder approval. Also on July 15, 2026, representatives of Latham, on behalf of the Company and pursuant to discussions with and authorization from members of Company management, sent to representatives of Ropes a revised merger agreement and Company disclosure letter, (i) revising the representations and warranties bring-down standard, (ii) accepting the force the vote provision and (iii) accepting certain revisions to the closing conditions relating to the finalized regulatory analysis.

Also on July 15, 2026, the AtaiBeckley Board met, with members of Company management, representatives of Centerview, representatives of Moelis and representatives of Latham attending. During the meeting, representatives of Latham reminded the directors of their fiduciary duties under Delaware law and provided the AtaiBeckley Board with a summary of the merger agreement, including the outcome of the final negotiation of the material provisions of the merger agreement, CVR agreement and the voting and support agreement.

Also at this meeting, representatives of Moelis reviewed with the AtaiBeckley Board Moelis’ financial analysis of the merger consideration constituting the Closing Amount plus one CVR per share of AtaiBeckley common stock (the “merger consideration”) and delivered to the AtaiBeckley Board an oral opinion, which was subsequently confirmed by delivery of a written opinion, dated July 15, 2026, addressed to the AtaiBeckley Board, to the effect that, as of the date of the opinion and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, the Merger Consideration to be received in the Contemplated Transactions by holders of shares of AtaiBeckley common stock, other than the Excluded Holders is fair, from a financial point of view, to such holders. For more information regarding Moelis’ opinion, please see “—Opinion of Financial Advisor (Moelis).” Representatives of Centerview then reviewed with the AtaiBeckley Board Centerview’s financial analysis of the Merger Consideration, and rendered to the AtaiBeckley Board an oral opinion, which was subsequently confirmed by delivery of a written opinion, dated July 15, 2026 that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations, upon the review undertaken in preparing its opinion, the Merger Consideration to be paid to the holders of shares of AtaiBeckley common stock (other than Excluded Shares) pursuant to the merger agreement and the CVR agreement was fair, from a financial point of view, to such holders. For more information regarding Centerview’s opinion, please see “—Opinion of Financial Advisor (CVP).”

The Board then reviewed, discussed and considered various reasons to approve the merger agreement and certain countervailing factors (see “—Reasons for the Merger” and “—Recommendation of the AtaiBeckley Board” beginning on page 39). After discussions with members of Company management and its financial and legal advisors, and in light of the reasons considered, the AtaiBeckley Board unanimously:

Following the AtaiBeckley Board meeting on July 15, 2026, the parties executed the merger agreement and Lilly and relevant directors and officers of the Company and Apeiron executed and delivered the voting and support agreements.

On July 16, 2026, prior to the opening of trading on Nasdaq, AtaiBeckley and Lilly issued a joint press release announcing the execution of the merger agreement.

On July 15, 2026, the AtaiBeckley Board unanimously (i) determined that the merger agreement and the Contemplated Transactions are advisable, fair to, and in the best interests of AtaiBeckley and the holders of shares of our common stock, (ii) duly authorized and approved the execution and delivery of the merger agreement by AtaiBeckley, the performance by AtaiBeckley of its covenants and other obligations thereunder, and the consummation of the Contemplated Transactions upon the terms and subject to the conditions set forth therein, and (iii) resolved to recommend that the holders of shares of our common stock adopt the merger agreement at a meeting of AtaiBeckley’s stockholders held for such purpose and any adjournment or postponement thereof, in each case, on the terms and subject to the conditions of the merger agreement.

The AtaiBeckley Board recommends that you vote: (1) “FOR” the adoption of the merger agreement; and (2) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

In evaluating the merger agreement and the merger, the AtaiBeckley Board and the TWG consulted with AtaiBeckley management, as well as representatives of each of Latham, Centerview and Moelis. In recommending that holders of our common stock vote “FOR” the adoption of the merger agreement, the AtaiBeckley Board considered and analyzed a number of factors, including the following (which factors are not necessarily exhaustive or presented in order of relative importance). Based on the factors discussed below, the AtaiBeckley Board concluded that entering into the merger agreement was advisable, fair to, and in the best interests of AtaiBeckley and the holders of shares of our common stock.

The AtaiBeckley Board believed that the following material factors and benefits supported its determination and recommendation:

The AtaiBeckley Board also considered a number of uncertainties, risks and other potentially negative factors related to its recommendation, including the following:

The foregoing discussion of factors considered is not meant to be exhaustive. Rather, it summarizes the material considerations and analyses evaluated by the AtaiBeckley Board in its consideration of the merger, and such considerations and analyses are not necessarily presented in order of importance. After considering these and other factors, the AtaiBeckley Board concluded that the potential benefits of entering into the merger agreement outweighed the potential uncertainties and risks. In light of the variety of factors considered by the AtaiBeckley Board and the complexity of these factors, the AtaiBeckley Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its determination and recommendations. Moreover, each member of the AtaiBeckley Board who voted in favor of the merger applied his or her own personal business judgment to the process and may have assigned different relative weights to the different factors. The AtaiBeckley Board adopted and approved the merger agreement based upon the totality of the information presented to, and considered by, the AtaiBeckley Board. The explanation of the factors and reasoning set forth above may contain forward-looking statements, which should be read in conjunction with the section of this proxy statement captioned “Forward-Looking Statements.”

On July 15, 2026, Centerview rendered to the AtaiBeckley Board its oral opinion, subsequently confirmed in a written opinion dated July 15, 2026, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the merger consideration to be paid to the holders of shares of AtaiBeckley common stock (other than Excluded Shares) pursuant to the merger agreement and the CVR agreement was fair, from a financial point of view, to such holders.

The full text of Centerview’s written opinion, dated July 15, 2026, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex B and is incorporated herein by reference. The summary of the written opinion of Centerview set forth below is qualified in its entirety by reference to the full text of Centerview’s written opinion attached as Annex B. Centerview’s financial advisory services and opinion were provided for the information and assistance of the AtaiBeckley Board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Contemplated Transactions and Centerview’s opinion only addressed the fairness, from a financial point of view, as of the date thereof, to the holders of shares of AtaiBeckley common stock (other than Excluded Shares) of the merger consideration to be paid to such holders pursuant to the merger agreement and the CVR agreement. Centerview’s opinion did not address any other term or aspect of the merger agreement, the CVR agreement or the Contemplated Transactions and does not constitute a recommendation to any stockholder of AtaiBeckley or any other person as to how such stockholder or other person should vote with respect to the merger or otherwise act with respect to the Contemplated Transactions or any other matter.

The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

In connection with rendering the opinion described above and performing its related financial analyses, Centerview reviewed, among other things:

Centerview also participated in discussions with members of the senior management and representatives of AtaiBeckley regarding their assessment of the Internal Data, and conducted such financial studies and analyses and took into account such information as Centerview deemed appropriate.

Centerview assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Centerview for purposes of its opinion and, with AtaiBeckley’s consent, Centerview relied upon such information as being complete and accurate. In that regard, Centerview assumed, at AtaiBeckley’s direction, that the Internal Data (including, without limitation, the Forecasts) were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of AtaiBeckley as to the matters covered thereby and Centerview relied, at AtaiBeckley’s direction, on the Internal Data (including, without limitation, the Forecasts) for purposes of Centerview’s analysis and opinion. Centerview expressed no view or opinion as to the Internal Data or the assumptions on which it was based. In addition, at AtaiBeckley’s direction, Centerview did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of AtaiBeckley and was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of AtaiBeckley. Centerview assumed, at AtaiBeckley’s direction, that the final executed merger agreement and the final executed CVR agreement would not differ in any respect material to Centerview’s analysis or opinion from the Draft Agreements reviewed by Centerview. Centerview also assumed, at AtaiBeckley’s direction, that the Contemplated Transactions would be consummated on the terms set forth in the merger agreement and the CVR agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to Centerview’s analysis or Centerview’s opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Contemplated Transactions, no delay, limitation, restriction, condition or other change would be imposed, the effect of which would be material to Centerview’s analysis or Centerview’s opinion. Centerview did not evaluate and did not express any opinion as to the solvency or fair value of AtaiBeckley, or the ability of AtaiBeckley to pay its obligations when they come due, or as to the impact of the Contemplated Transactions on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Centerview is not a legal, regulatory, tax or accounting advisor, and Centerview expressed no opinion as to any legal, regulatory, tax or accounting matters.

Centerview expressed no view as to, and Centerview’s opinion did not address, AtaiBeckley’s underlying business decision to proceed with or effect the Contemplated Transactions, or the relative merits of the Contemplated Transactions as compared to any alternative business strategies or transactions that might be available to AtaiBeckley or in which AtaiBeckley might engage. Centerview’s opinion was limited to and addressed only the fairness, from a financial point of view, as of the date of Centerview’s written opinion, to the holders of shares of AtaiBeckley common stock (other than Excluded Shares) of the merger consideration to be paid to such holders pursuant to the merger agreement and the CVR agreement. Centerview was not asked to, and Centerview did not, express any view on, and its opinion did not address, any other term or aspect of the merger agreement, the CVR agreement or the Contemplated Transactions, including, without limitation, the structure or form of the Contemplated Transactions, the form or terms

of the CVR with respect to transferability, liquidity, probability of full payout or otherwise, or the terms or aspects of the voting and support agreements (as defined in the merger agreement) or any other agreements or arrangements contemplated by the merger agreement or the CVR agreement or entered into in connection with or otherwise contemplated by the Contemplated Transactions, including, without limitation, the fairness of the Contemplated Transactions or any other term or aspect of the Contemplated Transactions to, or any consideration to be received in connection therewith by, or the impact of the Contemplated Transactions on, the holders of any other class of securities, creditors or other constituencies of AtaiBeckley or any other party. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of AtaiBeckley or any party, or class of such persons in connection with the Contemplated Transactions, whether relative to the merger consideration to be paid to the holders of shares of AtaiBeckley common stock pursuant to the merger agreement, the CVR agreement or otherwise. Centerview’s opinion was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of, the date of Centerview’s written opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of Centerview’s written opinion. Centerview’s opinion does not constitute a recommendation to any stockholder of AtaiBeckley or any other person as to how such stockholder or other person should vote with respect to the merger or otherwise act with respect to the Contemplated Transactions or any other matter. Centerview’s financial advisory services and its opinion were provided for the information and assistance of the AtaiBeckley Board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Contemplated Transactions. The issuance of Centerview’s opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

The following is a summary of the material financial analyses prepared and reviewed with the AtaiBeckley Board in connection with Centerview’s opinion, dated July 15, 2026. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Centerview, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Centerview. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be Centerview’s view of the actual value of AtaiBeckley. In performing its analyses, Centerview made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of AtaiBeckley or any other parties to the Contemplated Transactions. None of AtaiBeckley, Lilly, Merger Sub or Centerview or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of AtaiBeckley do not purport to be appraisals or reflect the prices at which AtaiBeckley may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before July 14, 2026 (the last trading day before the execution of the merger agreement) and is not necessarily indicative of current market conditions.

Centerview conducted an analysis of the merger consideration to be paid to the holders of shares of AtaiBeckley common stock (other than Excluded Shares) pursuant to the merger agreement and the CVR agreement. Such merger consideration is equal, on a per share basis, to the closing amount of $6.75 in cash, without interest, plus (together and not separately) one non-transferable CVR entitling holders to receive contingent cash payments of up to an aggregate amount of $2.50 per CVR, without interest, contingent upon the achievement of the Milestone Payments as described in the section of this proxy statement titled “The CVR Agreement.”

For analytical purposes, Centerview calculated a risk-adjusted net present value as of June 30, 2026 for one CVR of approximately $0.87, based on the Internal Data, including the assumed Milestone Payments and the assumed timing and probability of achievement of each milestone based on the Forecasts utilized by Centerview at the direction of

AtaiBeckley management as set forth in the section of this proxy statement titled “The Merger—Certain Unaudited Prospective Financial Information of AtaiBeckley” and using a discount rate of 15.0% (based on the midpoint of the range suggested by Centerview’s analysis of AtaiBeckley’s weighted average cost of capital, as applied in the discounted cash flow analysis).

Solely for purposes of the financial analyses summarized in this section below, the term “Implied Merger Consideration Value” refers to an aggregate assumed implied per share value of $7.61 per share, equal, on a per share basis, to $6.75 upfront per share cash consideration plus the illustrative risk-adjusted net present value of the CVR of $0.87, based on the midpoint of the range of discount rates, as set forth above. However, there is no guarantee that any of the conditions for any of the milestones pursuant to the CVR agreement will be satisfied, and if satisfied, when such conditions will be satisfied.

Centerview performed a discounted cash flow analysis of AtaiBeckley based on the Forecasts, which reflect certain assumptions. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset or set of assets by calculating the “present value” of estimated future cash flows of the asset or set of assets. “Present value” refers to the current value of future cash flows and is obtained by discounting those future cash flows by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

In performing this analysis, Centerview calculated a range of equity values for shares of AtaiBeckley common stock by (a) discounting to present value, as of June 30, 2026, using discount rates ranging from 14.0% to 16.0% (based on Centerview’s analysis of AtaiBeckley’s weighted average cost of capital) and using a mid-year convention: (i) the forecasted risk-adjusted, after-tax unlevered free cash flows of AtaiBeckley over the period beginning on July 1, 2026 and ending on December 31, 2045, utilized by Centerview based on the Forecasts, (ii) an implied terminal value of AtaiBeckley, calculated by Centerview by assuming that AtaiBeckley’s unlevered free cash flows would decline in perpetuity after December 31, 2045 at a rate of free cash flow decline of 75% year over year, (iii) tax savings from usage of AtaiBeckley’s estimated federal net operating losses of $99.7 million as of December 31, 2025 and estimated $1.528 billion of incremental net operating losses projected to be generated between 2026E and 2031E (before probability of success and time-value adjustment) using a 26% tax rate, and (iv) the net present value of the estimated costs associated with $300 million in Project River financing, including a 2.25% financing advisory fee, and $950 million in aggregate equity raises in 2026, 2027, 2028 and 2030, as set forth in the Internal Data; and (b) adding to the foregoing results AtaiBeckley’s estimated cash of $192.6 million as of June 30, 2026, estimated aggregate equity and Bitcoin investments of $39.8 million as of June 30, 2026 and estimated non-controlling interests of $0.1 million as of March 31, 2026, as set forth in the Internal Data. The unlevered after-tax free cash flows projected by AtaiBeckley management reflected the treatment of stock-based compensation as a cash expense. Centerview then divided the results of the foregoing calculations by the number of fully diluted shares outstanding, determined using the treasury stock method and taking into account the dilutive impact of outstanding in-the-money options, unvested restricted stock units and pre-funded warrants as of July 13, 2026, as set forth in the Internal Data.

This analysis resulted in an implied per share equity value range of $6.10 to $7.65, rounded to the nearest $0.05. Centerview then compared this range to the Implied Merger Consideration Value of $7.61 per share to be paid to the holders of shares of AtaiBeckley common stock (other than Excluded Shares) pursuant to the merger agreement and the CVR agreement.

Centerview noted for the AtaiBeckley Board certain additional factors solely for informational purposes, including, among other things, the following:

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. In arriving at its opinion, Centerview did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Rather, Centerview made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses.

Centerview’s financial analyses and opinion were only one of many factors taken into consideration by the AtaiBeckley Board in its evaluation of the Contemplated Transactions. Consequently, the analyses described above should not be viewed as determinative of the views of the AtaiBeckley Board or management of AtaiBeckley with respect to the merger consideration or as to whether the AtaiBeckley Board would have been willing to determine that a different consideration was fair. The consideration for the transaction was determined through arm’s-length negotiations between AtaiBeckley and Lilly and was approved by the AtaiBeckley Board. Centerview provided advice to AtaiBeckley during these negotiations. Centerview did not, however recommend any specific amount of consideration to AtaiBeckley or the AtaiBeckley Board or that any specific amount of consideration constituted the only appropriate consideration for the transaction.

Centerview is a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In the two years prior to the date of its written opinion, except for its current engagement, Centerview had not been engaged to provide financial advisory or other services to AtaiBeckley, and Centerview did not receive any compensation from AtaiBeckley during such period. In the two years prior to the date of its written opinion, Centerview had not been engaged to provide financial advisory or other services to Lilly or Merger Sub, and Centerview did not receive any compensation from Lilly during such period. Centerview may provide financial advisory and other services to or with respect to AtaiBeckley, or Lilly or their respective affiliates in the future, for which Centerview may receive compensation. Certain (i) of Centerview’s and its affiliates’ directors, officers, members and employees, or family members of such persons, (ii) of Centerview’s affiliates or related investment funds and (iii) investment funds or other persons in which any of the foregoing may have financial interests or with which they may co-invest, may at any time acquire, hold, sell or trade, in debt, equity and other securities or financial instruments (including derivatives, bank loans or other obligations) of, or investments in, AtaiBeckley, Lilly, or any of their respective affiliates, or any other party that may be involved in the Contemplated Transactions.

The AtaiBeckley Board selected Centerview as its financial advisor in connection with the Contemplated Transactions based on Centerview’s reputation and experience in the biopharmaceutical industry and expertise and qualifications in transactions of this nature. Centerview is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Contemplated Transactions.

In connection with Centerview’s services as the financial advisor to the AtaiBeckley Board, AtaiBeckley has agreed to pay Centerview a transaction fee, $1.5 million of which was payable upon the rendering of Centerview’s opinion and the remainder of which is payable contingent upon consummation of the Contemplated Transactions. The transaction fee is calculated by reference to the fully diluted enterprise value of AtaiBeckley implied by the merger and is currently estimated to be approximately $35.2 million. In addition, AtaiBeckley has agreed to reimburse certain of Centerview’s expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of Centerview’s engagement.

At the meeting of the AtaiBeckley Board on July 15, 2026 to evaluate and approve the Contemplated Transactions, Moelis delivered an oral opinion, which was subsequently confirmed by delivery of a written opinion, dated July 15, 2026, addressed to the AtaiBeckley Board to the effect that, as of the date of the opinion and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, the merger consideration to be received in the Contemplated Transactions by holders of shares of AtaiBeckley common stock, other than the Excluded Holders, is fair, from a financial point of view, to such holders.

The summary of the written opinion of Moelis set forth below is qualified in its entirety by the full text of Moelis’ written opinion dated July 15, 2026, which sets forth the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken in connection with the opinion, and which is attached as Annex C to this proxy statement and is incorporated herein by reference. Moelis’ opinion was provided for the use and benefit of the AtaiBeckley Board (solely in its capacity as such) in its evaluation of the Contemplated Transactions. Moelis’ opinion was limited solely to the fairness, from a financial point of view, of the merger consideration to the holders of shares of AtaiBeckley common stock, other than the Excluded Holders, and does not address AtaiBeckley’s underlying business decision to effect the Contemplated Transactions or the relative merits of the Contemplated Transactions as compared to any alternative business strategies or transactions that might be available to AtaiBeckley. Moelis’ opinion does not constitute a recommendation to any stockholder of AtaiBeckley as to how such stockholder should vote or act with respect to the Contemplated Transactions or any other matter. Moelis’ opinion was approved by a Moelis fairness opinion committee.

In arriving at its opinion, Moelis, among other things:

In connection with its analysis and opinion, Moelis relied on the information supplied to, discussed with or reviewed by Moelis being complete and accurate in all material respects. Moelis did not independently verify any such information (or assume any responsibility for the independent verification of any such information). Moelis also relied on the representation of AtaiBeckley’s management that they are not aware of any facts or circumstances that would make any such information inaccurate or misleading. Moelis relied upon, without independent verification, the assessment of AtaiBeckley and its legal, tax, regulatory and accounting advisors with respect to legal, tax, regulatory and accounting matters. With respect to the financial forecasts referred to above, Moelis assumed, at the AtaiBeckley Board’s direction, that they have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of AtaiBeckley as to the future performance of AtaiBeckley (including management’s assumptions regarding a proposed royalty financing transaction and other proposed equity financing and the probability and timing of achievement of the conditions with respect to the CVR set forth in the CVR agreement). Moelis expressed no views as to the reasonableness of any financial forecasts or the assumptions on which they are based. In addition, Moelis did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet, or otherwise) of AtaiBeckley, nor was Moelis furnished with any such evaluation or appraisal.

Moelis’ opinion does not address AtaiBeckley’s underlying business decision to effect the Contemplated Transactions or the relative merits of the Contemplated Transactions as compared to any alternative business strategies or transactions that might be available to AtaiBeckley. Moelis’ opinion does not address any legal, regulatory, tax or accounting matters. Moelis was not asked to, nor did Moelis, offer any opinion as to any terms of the merger agreement (including the CVR agreement) or any aspect or implication of the Contemplated Transactions (including the form or terms of the CVR or the restrictions on transferability thereof), except for the fairness of the merger consideration from a financial point of view to the holders of shares of AtaiBeckley common stock (other than Excluded Holders). Moelis did not express any opinion as to fair value, viability or the solvency of AtaiBeckley following the closing of the Contemplated Transactions. Moelis noted that, pursuant to the merger agreement, shares of AtaiBeckley common stock held by Excluded Holders will not be converted into the right to receive the merger consideration, and Moelis expressed no opinion with respect to the treatment of such shares of AtaiBeckley common stock or as to the fairness of the merger consideration to the Excluded Holders. Moelis did not consider, and did not express any opinion as to, the terms of the voting and support agreements (as defined in the merger agreement) or any other agreements or any of the transactions contemplated thereby.

In rendering its opinion, Moelis assumed, with the AtaiBeckley Board’s consent, that the final executed forms of the merger agreement and the CVR agreement would not differ in any material respect from the drafts that Moelis reviewed, that the Contemplated Transactions would be consummated in accordance with their respective terms without any waiver or modification that could be material to Moelis’ analysis, that the representations and warranties of each party set forth in the merger agreement and the CVR agreement are accurate and correct, and that the parties to the merger agreement and the CVR agreement would comply with all the material terms thereof. Moelis assumed that all governmental, regulatory or other consents or approvals necessary for the completion of the Contemplated Transactions would be obtained, except to the extent that any failures to obtain such consents or approvals would not be material to its analysis. In addition, at the AtaiBeckley Board’s direction, for purposes of Moelis’ analysis and opinion, Moelis utilized probabilities for the achievement of each milestone, which were informed by management of AtaiBeckley, and assumed the timing of each milestone would be consistent with the financial forecasts referred to above. Further, Moelis assumed, with the AtaiBeckley Board’s consent, that if a milestone is achieved, the Milestone Payment in respect thereof would be made in accordance with the CVR agreement.

Moelis’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Moelis as of, the date on which the opinion was delivered, and Moelis assumes no responsibility to update its opinion for developments after the date on which it was delivered.

Moelis’ opinion was for the use and benefit of the AtaiBeckley Board (solely in its capacity as such) in its evaluation of the Contemplated Transactions. The opinion does not constitute a recommendation as to how any holder of securities should vote or act with respect to the Contemplated Transactions or any other matter. The opinion does not address the fairness of the Contemplated Transactions or any aspect or implication thereof to, or any other consideration of or relating to, the holders of any class of securities, creditors or other constituencies of AtaiBeckley, other than the fairness of the merger consideration from a financial point of view to the holders of shares of AtaiBeckley common stock (other than Excluded Holders). In addition, Moelis does not express any opinion as to the fairness of the amount

or nature of any compensation to be received by any officers, directors or employees of any parties to the Contemplated Transactions, or any class of such persons, relative to the merger consideration or otherwise. The opinion was approved by a Moelis & Company LLC fairness opinion committee.

The following is a summary of the material financial analyses presented by Moelis to the AtaiBeckley Board at its meeting held on July 15, 2026, in connection with the delivery of its opinion. This summary describes the material analyses underlying Moelis’ opinion but does not purport to be a complete description of the analyses performed by Moelis in connection with its opinion.

For purposes of its financial analyses described below, Moelis calculated the implied value of the merger consideration to be a range of $7.60 to $7.65 per share by adding (a) the closing amount of $6.75 per share of common stock and (b) the probability-adjusted net present value, as of June 30, 2026, of the Milestone Payments, which was calculated by Moelis to be $0.85 to $0.90 per share of common stock utilizing the following assumptions: (i) illustrative probabilities of achievement for the conditions relating to the CVR, which were provided by AtaiBeckley management, (ii) a discount rate range of 13.25% to 15.75% for the Milestone Payments, which discount rate range was based on the estimated range of the weighted average cost of capital (“WACC”) of AtaiBeckley, as described in further detail below in the section of this proxy statement captioned “The Merger—Opinion of Financial Advisor (Moelis)—Discounted Cash Flow Analysis”, and (iii) timing of achievement of the conditions with respect to the CVR were provided by AtaiBeckley management.

Utilizing financial forecasts and other information and data provided by AtaiBeckley management (the “Projections”), Moelis performed a discounted cash flow (“DCF”) analysis of AtaiBeckley to calculate the present value, as of June 30, 2026, of (a) the estimated future unlevered after-tax free cash flows projected by AtaiBeckley management to be generated by AtaiBeckley for the six months ending December 31, 2026 and the calendar years ending December 31, 2027 through December 31, 2045 and (b) the estimated terminal value of AtaiBeckley. The unlevered after-tax free cash flows projected by AtaiBeckley management reflected the treatment of stock-based compensation as a cash expense. In performing the DCF analysis of AtaiBeckley, Moelis utilized a range of discount rates of 13.25% to 15.75% based on an estimated range of WACC for AtaiBeckley. The WACC range was derived using the capital asset pricing model and a size premium.

Moelis used the foregoing range of discount rates to calculate an implied range of prices per share of common stock by discounting to present values as of June 30, 2026, (a) probability-of-success adjusted unlevered after-tax free cash flows projected to be generated by AtaiBeckley for the six months ending December 31, 2026 and the calendar years ending December 31, 2027 through December 31, 2045 (discounted using a quarter-year convention), (b) an estimated terminal value derived using the perpetuity growth method and assuming a range of perpetuity growth rates of negative 70.0% to negative 20.0%, and (c) tax savings from the utilization of AtaiBeckley’s federal net operating losses of $99.7 million available as of December 31, 2025 and approximately $1.528 billion of incremental net operating losses projected to be generated between 2026E and 2031E (before probability of success and time-value adjustment) using a 26% tax rate, in each case, at the direction of AtaiBeckley management. The DCF analysis also incorporated the impact of (i) the estimated costs of financing approximately $1.25 billion of incremental capital, including (A) $300 million of aggregate cash proceeds under the Project River financing across three tranches, net of a 2.25% financing advisory fee, and the related royalty payments and (B) $950 million of aggregate cash proceeds across four separate assumed equity raises in 2026, 2027, 2028 and 2030 and (ii) estimated cash and cash equivalents of approximately $192.6 million as of June 30, 2026, other current investments held at fair value of approximately $39.8 million as of June 30, 2026, and approximately $0.1 million of non-controlling interests as of March 31, 2026, in each case, as directed by AtaiBeckley management. Moelis then divided the results of the foregoing calculations by the number of shares of AtaiBeckley common stock provided by AtaiBeckley management, calculated on a fully-diluted basis as of July 13, 2026 (determined using the treasury stock method and taking into account outstanding in-the-money options, restricted stock units, pre-funded warrants and incremental shares issued in connection with the assumed equity financings).

This analysis indicated an implied per share equity value range for AtaiBeckley of $6.22 to $8.87, as compared to the implied merger consideration range of $7.60 to $7.65 per share.

Moelis also noted for the AtaiBeckley Board certain additional factors that were not relied upon by Moelis or considered part of Moelis’ financial analysis with respect to its opinion but were referenced for informational purposes, including, among other things:

52-Week High-Low. Moelis reviewed the historical trading prices for the shares of AtaiBeckley common stock over a 52-week period ending July 14, 2026, which reflected low and high stock prices during such period ranging from $2.65 to $6.45 per share. Moelis also reviewed the volume weighted average price (“VWAP”) per share for certain historical periods, including the 30-day period, 60-day period and 90-day period each ending July 14, 2026, which were $4.84, $4.68 and $4.45, respectively.

Analyst Share Price Targets. Moelis reviewed forward stock price targets for shares of AtaiBeckley common stock in 12 recently published, publicly available Wall Street research analysts’ reports as of July 14, 2026, which indicated low and high stock price targets ranging from $7.00 to $25.00 per share, with a median of $14.50 per share.

This summary of the analyses is not a complete description of Moelis’ opinion or the analyses underlying, and factors considered in connection with, Moelis’ opinion. The preparation of a fairness opinion is a complex analytical process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Moelis’ opinion. In arriving at its fairness determination, Moelis considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Rather, Moelis made its fairness determination on the basis of its experience and professional judgment after considering the results of all of its analyses.

No company used in the analyses described above is identical to AtaiBeckley. In addition, such analyses do not purport to be appraisals, nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by such analyses. Because the analyses described above are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, neither AtaiBeckley nor Moelis nor any other person assumes responsibility if future results are materially different from those forecast.

The merger consideration was determined through arms’ length negotiations between AtaiBeckley and Lilly and was approved by the AtaiBeckley Board. Moelis did not recommend any specific consideration to AtaiBeckley or the AtaiBeckley Board, or that any specific amount or type of consideration constituted the only appropriate consideration to be paid in the Contemplated Transactions.

Moelis acted as financial advisor to AtaiBeckley in connection with the Contemplated Transactions. AtaiBeckley agreed to pay Moelis certain fees for its services in connection with the Contemplated Transactions, consisting of (i) an opinion fee of $1.5 million that became payable to Moelis upon the rendering in writing of the opinion by Moelis (regardless of the conclusion reached in the opinion) and which shall be offset, to the extent previously paid, against the transaction fee referred to in clause (ii) and (ii) a transaction fee payable to Moelis upon consummation of the Contemplated Transactions. The transaction fee is calculated by reference to transaction value to be determined at the closing of the Contemplated Transactions and is currently estimated to be approximately $35.2 million. In addition, AtaiBeckley has agreed to reimburse Moelis for certain of its expenses, including reasonable attorney’s fees and disbursements, and to indemnify Moelis and related persons for various liabilities, including certain liabilities under the federal securities laws.

Moelis’ affiliates, employees, officers and partners may at any time own securities (long or short) of AtaiBeckley and Lilly and/or their respective affiliates. In the two years prior to the date of its written opinion, Moelis had not been engaged by (and had not received any fees from) (i) AtaiBeckley unrelated to the Contemplated Transactions or (ii) Lilly, Apeiron Investment Group Ltd. or Christian Angermayer. In the future, Moelis and its affiliates may provide investment banking or other services to AtaiBeckley, Lilly, Apeiron Investment Group Ltd., Christian Angermayer and/or their respective affiliates, and would expect to receive compensation for such services.

The AtaiBeckley Board selected Moelis as its financial advisor in connection with the Contemplated Transactions because Moelis has substantial experience in similar transactions. Moelis is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, strategic transactions, corporate restructurings, and valuations for corporate and other purposes.

AtaiBeckley does not, as a matter of course, publicly disclose projections as to our future financial performance, due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates and the inherent difficulty of predicting financial performance for future periods for a clinical-stage biopharmaceutical company. However, AtaiBeckley management regularly prepares and reviews with the AtaiBeckley Board estimates regarding the potential success and timing of the development of, regulatory filings and approvals for and the commercialization of our products and product candidates. In connection with our strategic planning process and the AtaiBeckley Board’s evaluation of the merger, as described further in the section captioned “The Merger—Background of the Merger,” AtaiBeckley management prepared and reviewed with the AtaiBeckley Board certain unaudited prospective financial information of AtaiBeckley as an independent company for the second half of fiscal year 2026 through the end of fiscal year 2045, as prepared and used as described below (referred to as the “Unaudited Prospective Financial Information”).

The Unaudited Prospective Financial Information was prepared for internal use only and not for public disclosure and was provided to the AtaiBeckley Board for the purposes of considering, analyzing and evaluating the merger. The Unaudited Prospective Financial Information was also authorized by the AtaiBeckley Board for use by, and relied upon by, Centerview and Moelis, AtaiBeckley’s financial advisors, for use in connection with rendering their respective fairness opinions in connection with the merger and performing their related financial analyses (as described in more detail in the sections of this proxy statement captioned “The Merger—Opinion of Financial Advisor (CVP)” and “The Merger—Opinion of Financial Advisor (Moelis)”).

The Unaudited Prospective Financial Information includes estimates of AtaiBeckley’s financial performance on a risk-adjusted basis. With AtaiBeckley’s consent and at AtaiBeckley’s direction, Centerview and Moelis each assumed that the Unaudited Prospective Financial Information was reasonably prepared on bases reflecting the best then-available estimates and judgments of AtaiBeckley management as to AtaiBeckley’s future financial performance, and relied on AtaiBeckley’s assessments as to the validity of, and risks associated with, our products and product candidates.

The Unaudited Prospective Financial Information was developed based on AtaiBeckley management’s knowledge of and assumptions with respect to AtaiBeckley’s business, including with respect to the development and potential commercialization of its pipeline drug candidates BPL-003, VLS-01 and EMP-01. The Unaudited Prospective Financial Information was developed without giving effect to the merger, including any impact of the negotiation or execution of the merger agreement or the merger, the expenses that have already or may be incurred in connection with completing the merger or any changes to AtaiBeckley’s operations or strategy that may be implemented during the pendency of or following the consummation of the merger. The Unaudited Prospective Financial Information also does not consider the effect of any failure of the merger to be completed and it should not be viewed as accurate or continuing in that context. The Unaudited Prospective Financial Information was not prepared with a view toward public disclosure or complying with accounting principles generally accepted in the United States (which we refer to as “GAAP”).

In addition, the Unaudited Prospective Financial Information was not prepared with a view toward complying with the guidelines established by the SEC or the American Institute of Certified Public Accountants with respect to prospective financial information. Neither our independent registered public accounting firm nor any other independent accountants have (1) compiled, reviewed, audited, examined or performed any procedures with respect to the Unaudited Prospective Financial Information, (2) expressed any opinion or any other form of assurance on such information or the achievability of the Unaudited Prospective Financial Information or (3) assumed any responsibility for the Unaudited Prospective Financial Information.

Because the Unaudited Prospective Financial Information reflects estimates and judgments, it is susceptible to sensitivities and assumptions, as well as multiple interpretations based on actual experience and business developments. The Unaudited Prospective Financial Information also covers multiple years, and such information by its nature becomes less predictive with each succeeding year. The Unaudited Prospective Financial Information is not, and should not be considered to be, a guarantee of future operating results. Further, the Unaudited Prospective Financial Information is not fact and should not be relied upon as being necessarily indicative of our future results.

Although the Unaudited Prospective Financial Information is presented with numerical specificity, it reflects numerous assumptions and estimates as to future events. The Unaudited Prospective Financial Information will be

affected by, among other factors, our ability to achieve our goals for the development, regulatory approval and commercialization of our products and product candidates, including on the timeline assumed for purposes of the Unaudited Prospective Financial Information. The Unaudited Prospective Financial Information reflects assumptions and uncertainties that are subject to change.

The Unaudited Prospective Financial Information constitutes forward-looking statements. By including the Unaudited Prospective Financial Information in this proxy statement, neither we nor any of our affiliates, advisors, officers, directors, partners or representatives (including Centerview and Moelis) has made or makes any representation to any person regarding our ultimate performance as compared to the information contained in the Unaudited Prospective Financial Information. The inclusion of the Unaudited Prospective Financial Information should not be regarded as an indication that the AtaiBeckley Board, AtaiBeckley or any other person considered, or now considers, the Unaudited Prospective Financial Information to be predictive of actual future results. Important factors that may affect actual results and cause the Unaudited Prospective Financial Information not to be achieved are described in various risk factors described in the section of this proxy statement captioned “Forward-Looking Statements.” All of these factors are difficult to predict, and many of them are outside of our control. As a result, there can be no assurance that the Unaudited Prospective Financial Information will be realized, and actual results may be materially better or worse than those contained in the Unaudited Prospective Financial Information, whether or not the merger is consummated. The Unaudited Prospective Financial Information also reflects assumptions as to certain business decisions that are subject to change. The Unaudited Prospective Financial Information may differ from publicized analyst estimates and forecasts and does not consider any events or circumstances after the date that it was prepared, including the announcement of the entry into the merger agreement. The Unaudited Prospective Financial Information has not been updated or revised to reflect information or results after the date it was prepared or as of the date of this proxy statement. Except to the extent required by applicable federal securities laws, we do not intend to update or otherwise revise the Unaudited Prospective Financial Information to reflect circumstances existing after the date that such information was prepared or to reflect the occurrence of future events. AtaiBeckley has or may report results of operations for periods included in the Unaudited Prospective Financial Information that were or will be completed following the preparation of the Unaudited Prospective Financial Information. Stockholders and investors are urged to refer to AtaiBeckley’s periodic filings with the SEC for information on AtaiBeckley’s actual historical results.

Certain of the financial measures included in the Unaudited Prospective Financial Information are “non-GAAP financial measures.” These are financial performance measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures, and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. In certain circumstances, including those applicable to the Unaudited Prospective Financial Information, financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Unaudited Prospective Financial Information is not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the AtaiBeckley Board, Centerview or Moelis. Accordingly, no reconciliation of the financial measures included in the Unaudited Prospective Financial Information is provided in this proxy statement.

Further, the inclusion of the Unaudited Prospective Financial Information in this proxy statement does not constitute an admission or representation by AtaiBeckley that the information presented is material. The Unaudited Prospective Financial Information is included in this proxy statement solely to give our stockholders access to the information that was provided to the AtaiBeckley Board, Centerview and Moelis. The Unaudited Prospective Financial Information is not included in this proxy statement in order to influence any AtaiBeckley stockholder to make any investment decision with respect to the merger.

Various judgments and assumptions were made when preparing the Unaudited Prospective Financial Information, including, among others: probability of success of clinical development and FDA approval of its product candidates and the timing of clinical trials, regulatory approval and commercial launch (including launch year) of these products; market demand for, market penetration, and pricing of, its products, including ex-U.S. royalty revenue; estimated cost of goods sold, royalty financing obligations and other costs and expenses; contractual relationships, including royalty obligations in respect of certain licensing arrangements; loss of exclusivity years; gross-to-net discounts; tax rate;

generation and utilization of net operating losses; estimated costs to raise equity capital; milestone payments; stock-based compensation; and other relevant factors relating to AtaiBeckley’s long-term operating plan, as well as future economic, competitive and regulatory conditions and financial market conditions, all of which are highly uncertain, difficult or impossible to predict and many of which are beyond AtaiBeckley’s control.

The following table presents estimates of AtaiBeckley’s total revenue, EBIT, unlevered free cash flow before tax attributes and cost to raise and unlevered free cash flow after tax attributes and cost to raise in each case, on a risk-adjusted basis and for the second half of fiscal year 2026 and the fiscal years 2027 through 2045, as reflected in the Unaudited Prospective Financial Information, as approved by AtaiBeckley management.

When considering the recommendation of the AtaiBeckley Board that you vote to approve the proposal to adopt the merger agreement, you should be aware that AtaiBeckley’s directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of our stockholders. In (1) evaluating and negotiating the merger agreement; (2) approving the merger agreement and the merger; and (3) recommending that the merger agreement be adopted by our stockholders, the AtaiBeckley Board was aware of and considered these interests to the extent that they existed at the time, among other matters. These interests are more fully described below.

AtaiBeckley’s executive officers for purposes of the discussion below are Srinivas Rao, M.D., Ph.D. (Co-Founder, Chief Executive Officer), Michael Faerm (Chief Financial Officer), Anne Johnson (Chief Accounting Officer), Gerd Kochendoerfer, Ph.D. (Chief Operating Officer), Kevin Craig, M.D. (Chief Medical Officer), Glenn Short, Ph.D. (Chief Scientific Officer), Ryan Barrett (Chief Legal and Business Officer) and Sahil Kirpekar, M.D. (former Chief Business Officer).

AtaiBeckley’s non-employee directors for purposes of the discussion below are Christian Angermayer, Michael Auerbach, Sabrina Martucci Johnson, Amir Kalali, M.D., Andrea Heslin Smiley, Scott Braunstein, M.D., Laurent Fischer, M.D., John Hoffman, Cosmo Feilding Mellen and Robert Hershberg, M.D., Ph.D.

Pursuant to the terms of the merger agreement, the directors and officers of AtaiBeckley will be entitled to certain ongoing indemnification and insurance coverage, including under directors’ and officers’ liability insurance policies. For more information, see the section of this proxy statement captioned “The Merger Agreement—Indemnification and Insurance.”

As of July 15, 2026, there were outstanding awards of AtaiBeckley RSUs covering an aggregate of 7,812,951 shares of our common stock, of which AtaiBeckley RSUs covering an aggregate of 1,444,000 shares of our common stock were held by AtaiBeckley’s current executive officers and none of which were held by our current non-employee directors.

At the effective time of the merger each AtaiBeckley RSU that is outstanding, and unvested, or vested but not yet settled, in each case, as of immediately prior to the effective time of the merger, shall be cancelled and, in exchange therefor, the holder of such cancelled AtaiBeckley RSU will be entitled to receive the RSU payment.

As of July 15, 2026, 52,349,582 shares of our common stock were subject to outstanding AtaiBeckley Options of which AtaiBeckley Options covering an aggregate of 6,762,826 shares of our common stock were held by AtaiBeckley’s current non-employee directors and of which AtaiBeckley Options covering an aggregate of 28,759,978 shares of our common stock were held by AtaiBeckley’s current executive officers.

At the effective time of the merger each AtaiBeckley Cash-Out Stock Option will be cancelled and, in exchange therefor, the holder of such cancelled AtaiBeckley Cash-Out Stock Option will be entitled to receive the option payment, provided, that, for the avoidance of doubt, in the event that the exercise price of any AtaiBeckley Option (whether vested or unvested) is equal to or greater than $6.75, such AtaiBeckley Option shall be cancelled without any consideration being payable in respect thereof and shall have no further force or effect.

The following table sets forth for each person who has been an AtaiBeckley executive officer or member of the AtaiBeckley Board at any time since the beginning of AtaiBeckley’s 2025 fiscal year, (1) the number and estimated value of shares of our common stock, (2) the number and estimated value of AtaiBeckley Cash-Out Stock Options (both vested and unvested), and (3) the number and estimated value of AtaiBeckley RSUs, in each case, held by such executive officer or non-employee director as of July 15, 2026.

The following table assumes that no AtaiBeckley Cash-Out Options will be exercised and no AtaiBeckley RSUs will vest or settle between July 15, 2026 (which, solely for purposes of the following table, is the assumed closing date of the merger) and the closing of the Transactions and such additional assumptions set forth in the footnotes to the table.

AtaiBeckley is party to an employment agreement with each of AtaiBeckley’s executive officers in active employment, each of which (other than the employment agreement with Mr. Craig) provides for a “best after tax” provision, such that if any of the payments or benefits provided for under the applicable employment agreement or otherwise payable to the applicable executive officer would constitute “parachute payments” within the meaning of

Section 280G of the Code and could be subject to the related excise tax, the applicable executive officer will receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the executive officer. The employment agreements with each of AtaiBeckley’s active executive officers do not require us to provide any tax gross-up payments to the executive officers.

As of the date of this proxy statement, no specific actions have been approved by the AtaiBeckley Board or its compensation committee to mitigate the anticipated impact of Section 280G of the Code on AtaiBeckley or any executive officers. The AtaiBeckley Board or its compensation committee may, with the consent of Lilly, take actions to eliminate or mitigate the potential impacts of Section 280G in the future.

Pursuant to each of the employment agreements with our current executive officers, such executive officers are eligible to receive severance benefits, as specified in the applicable employment agreement, as described below.

Under each employment agreement, if the executive officer is terminated by AtaiBeckley without “cause” or the executive officer resigns for “good reason,” subject to the executive officer timely executing a release of claims and continued compliance with certain restrictive covenants, the executive officer would be entitled to receive: (i) base salary continuation for nine months (or 12 months for Dr. Rao and eight months for Dr. Craig); (ii) payment for any earned but unpaid annual bonus for the year prior to the year of termination; and (iii) reimbursement for continued health coverage pursuant to COBRA for up to nine months (or 12 months for Dr. Rao) following termination or, for Dr. Craig, payment in lieu of participation in a private healthcare insurance scheme for eight months following termination.

If such a termination occurs on or within 12 months following a “change in control,” then, in lieu of the severance payments and benefits described above, subject to the executive officer timely executing a release of claims and continued compliance with certain restrictive covenants, the executive officer would be entitled to receive: (i) a lump-sum payment equal to 12 months (or 18 months for Dr. Rao and 11 months for Dr. Craig) of the executive officer’s annual base salary; (ii) other than with respect to Dr. Kochendoerfer, a lump sum payment equal to one times the executive’s officer’s target annual bonus (or 1.5 times the target annual bonus, in the case of Dr. Rao); (iii) other than with respect to Ms. Johnson and Mr. Barrett, payment for any earned but unpaid annual bonus for the year prior to the year of termination; (iv) reimbursement for continued health coverage pursuant to COBRA for up to 12 months (or 18 months for Dr. Rao) following termination or, for Dr. Craig, payment in lieu of participation in a private healthcare insurance scheme for 11 months following termination; and (v) subject to approval by the AtaiBeckley Board, accelerated vesting of all unvested equity or equity-based awards that vest solely based on the passage of time, with performance-vesting awards governed by the applicable award agreement. In addition, the time period that the executive officer would have to exercise any unvested options would be extended until the first to occur of (a) 12 months following termination and (b) the expiration of the remaining term of the applicable option. The merger will constitute a “change in control” within the meaning of the employment agreements with our current executive officers.

The estimated aggregate value of the severance payments and benefits payable to AtaiBeckley’s current executive officers, in the event of a qualifying termination following the completion of the Transactions is as follows: Dr. Rao, $1,714,206; Mr. Faerm, $797,443; Ms. Johnson, $706,721; Dr. Kochendoerfer, $561,543; Dr. Craig, $648,734; Dr. Short, $677,254; and Mr. Barrett, $753,062. These estimates do not include the value of accelerated vesting of any unvested equity-based awards, to the extent applicable, because all such unvested equity-based awards will be cancelled at the effective time of the merger and will be treated as described in the section of this proxy statement captioned “The Merger Agreement—Treatment of AtaiBeckley Equity Awards.”

Pursuant to our non-employee director compensation policy, we have granted AtaiBeckley Options to our non-employee directors under our 2021 Incentive Award Plan (which we refer to as the “2021 Plan”). Pursuant to the 2021 Plan and the non-employee director compensation policy, the vesting of AtaiBeckley Options granted to our non-employee directors currently serving on the AtaiBeckley Board will fully accelerate upon a “change in control.” The merger will constitute a “change in control” within the meaning of the 2021 Plan and outside director compensation policy.

We may establish a retention bonus program for our employees, pursuant to which we may grant cash retention bonus awards (which we refer to as “Retention Bonuses”) of up to $6,000,000 in the aggregate. Dr. Kochendoerfer is the only executive officer eligible to receive a Retention Bonus. The Retention Bonuses will be payable in a lump sum on the first regularly scheduled payroll date following the effective time of the merger, subject to a recipient’s continued employment through such date. The amount of the Retention Bonus payable to Dr. Kochendoerfer (if any) has not yet been determined as of the date of this proxy statement but will not exceed 100% of Dr. Kochendoerfer’s annual base salary ($485,000).

As of the date of this proxy statement, none of AtaiBeckley’s executive officers have (1) reached an understanding on potential employment or other retention terms with the surviving corporation or with Lilly or Merger Sub; or (2) entered into any definitive agreements or arrangements regarding employment or other retention with the surviving corporation or with Lilly or Merger Sub to be effective following the consummation of the merger. However, prior to the effective time of the merger, Lilly or Merger Sub may initiate discussions regarding employment or other retention terms and may enter into definitive agreements regarding employment or retention for certain of AtaiBeckley’s employees to be effective as of the effective time of the merger.

The merger agreement provides that, subject to the terms and conditions of the merger agreement, Merger Sub will merge with and into AtaiBeckley. As a result, the separate corporate existence of Merger Sub will cease and AtaiBeckley will continue as the surviving corporation and as a wholly owned subsidiary of Lilly.

The merger will take place no later than the first business day after satisfaction or waiver of all conditions described in the section of this proxy statement captioned “The Merger Agreement—Conditions to Completion of the Merger.”

The merger will become effective at the time when the Secretary of State of the State of Delaware accepts the certificate of merger filed by AtaiBeckley in accordance with the relevant provisions of the DGCL, or such later date and time as is agreed upon by Merger Sub and AtaiBeckley and specified in such certificate of merger.

If the merger is consummated, our stockholders who (1) do not vote in favor of the adoption of the merger agreement; (2) properly demand appraisal of their shares; (3) continuously hold of record or beneficially own their shares through the effective date of the merger; (4) otherwise comply with the procedures of Section 262; and (5) do not withdraw their demands or otherwise lose their rights to appraisal may, subject to the conditions thereof, seek appraisal of their shares in connection with the merger under Section 262. Unless the context requires otherwise, all references in Section 262 and in this summary to a “stockholder” are to a record holder of shares, all references in Section 262 and in this summary to “beneficial owner” mean a person who is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such person, and all references in Section 262 and in this summary to the word “person” mean any individual, corporation, partnership, unincorporated association or other entity.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is available at the following URL, accessible without subscription or cost, which is incorporated herein by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The following summary does not constitute any legal or other advice and does not constitute a recommendation that our stockholders or beneficial owners of our capital stock exercise their appraisal rights under Section 262. STOCKHOLDERS AND BENEFICIAL OWNERS OF OUR CAPITAL STOCK SHOULD CAREFULLY REVIEW THE FULL TEXT OF SECTION 262 AS WELL AS THE INFORMATION DISCUSSED BELOW. Stockholders who hold their shares of our capital stock through a bank, broker or other nominee and who wish to exercise appraisal rights should consult with their bank, broker or such other nominee.

Under Section 262, if the merger is completed, holders of record of shares of our capital stock or beneficial owners who (1) deliver a written demand for appraisal of such person’s shares of our capital stock to AtaiBeckley prior to the vote on the adoption of the merger agreement; (2) do not vote, in person or by proxy, in favor of the adoption of the merger agreement; (3) continuously hold of record or beneficially own such shares on the date of making the demand for appraisal through the effective date of the merger; and (4) otherwise comply with the procedures and satisfy certain

ownership, as applicable, thresholds set forth in Section 262 may be entitled to have their shares of our capital stock appraised by the Delaware Court of Chancery and to receive payment in cash, in lieu of the consideration set forth in the merger agreement, for the “fair value” of their shares of our capital stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest, if any, on the amount determined by the Delaware Court of Chancery to be the fair value from the effective date of the merger through the date of payment of the judgment (or in certain circumstances described herein, on the difference between the amount determined to be the fair value and the amount paid by the surviving corporation in the merger to each person entitled to appraisal prior to the entry of judgment in the appraisal proceeding) as described further below. However, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all holders of shares of a class or series of stock that, immediately prior to the closing of the merger, were listed on a national securities exchange who are otherwise entitled to appraisal rights unless (1) the total number of shares of the class or series of stock for which appraisal rights have been pursued or perfected exceeds one percent of the outstanding shares of such class or series as measured in accordance with subsection (g) of Section 262 or (2) the value of the aggregate per share consideration in respect of such total number of shares exceeds $1 million. We refer to these conditions as the “ownership thresholds.” Given that the shares of our common stock are listed on Nasdaq (and assuming such shares remain so listed up until closing of the merger), then the Delaware Court of Chancery will dismiss any appraisal proceedings as to all holders of our common stock who are otherwise entitled to appraisal rights unless one of the ownership thresholds is satisfied.

Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on the amount determined to be the fair value of the shares subject to appraisal will accrue and compound quarterly from the effective date of the merger through the date the judgment is paid at five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to each person entitled to appraisal, interest will accrue thereafter only upon the sum of (x) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery and (y) interest theretofore accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders of record as of the record date for notice of such meeting that appraisal rights are available and include in the notice a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes AtaiBeckley’s notice to our stockholders that appraisal rights are available in connection with the merger, and the full text of Section 262 is available at the following URL: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In connection with the merger, any holder of record or beneficial owner of shares of our capital stock who wishes to exercise appraisal rights, or who wishes to preserve such person’s right to do so, should review Section 262 carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A person who loses appraisal rights will be entitled to receive the per share consideration described in the merger agreement, without interest and less applicable tax withholdings. Because of the complexity of the procedures for exercising the right to seek appraisal of shares of our stock, AtaiBeckley believes that if a person is considering exercising such rights, such person should seek the advice of legal counsel.

Stockholders or beneficial owners wishing to exercise the right to seek an appraisal of their shares of our capital stock must do ALL of the following:

As described below, within 120 days after the effective date of the merger, but not thereafter, an appraisal proceeding must be commenced by filing a petition in the Delaware Court of Chancery demanding a determination of

the fair value of the shares held by all dissenting stockholders entitled to appraisal. The surviving corporation is under no obligation, and has no present intention, to file a petition, and no person should assume that the surviving corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of our capital stock. In addition, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all persons who asserted appraisal rights with respect to the shares of our common stock unless one of the ownership thresholds is met.

Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the merger agreement, each person who votes by proxy and who wishes to exercise appraisal rights must vote against the adoption of the merger agreement or abstain.

A person wishing to exercise appraisal rights must deliver to AtaiBeckley, before the vote on the adoption of the merger agreement at the special meeting, a written demand for the appraisal of such person’s shares. In addition, that person must not vote or submit a proxy in favor of the adoption of the merger agreement. A vote in favor of the adoption of the merger agreement, in person at the special meeting or by proxy (whether by mail or via the internet or telephone), will constitute a waiver of your appraisal rights in respect of the shares so voted and will nullify any previously filed written demands for appraisal. A person exercising appraisal rights must own or hold, as applicable, beneficially or of record, the shares on the date the written demand for appraisal is delivered and must continue to hold or own, as applicable, the shares through the effective date of the merger. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the merger agreement, and it will constitute a waiver of such person’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the adoption of the merger agreement or abstain from voting on the adoption of the merger agreement. Neither voting against the adoption of the merger agreement nor abstaining from voting or failing to vote on the proposal to adopt the merger agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the merger agreement. A proxy or vote against the adoption of the merger agreement will not constitute a demand. A person’s failure to make the written demand prior to the taking of the vote on the adoption of the merger agreement at the special meeting will constitute a waiver of appraisal rights.

In the case of a written demand for appraisal made by a stockholder of record, the demand must reasonably inform AtaiBeckley of the identity of the stockholder and that the stockholder intends thereby to demand an appraisal of such stockholder’s shares. In the case of a written demand for appraisal made by a beneficial owner, the demand must reasonably identify the record holder of the shares for which the demand is made, be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of such stock and a statement that such documentary evidence is a true and correct copy of what it purports to be and provide an address at which such beneficial owner consents to receive notices given by the surviving corporation and to be set forth on the verified list.

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

At any time within 60 days after the effective date of the merger, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such person’s demand for appraisal and accept the terms offered pursuant to the merger agreement, by delivering to AtaiBeckley, as the surviving corporation, a written withdrawal of the demand for appraisal. Any withdrawal of a demand for appraisal made more than 60 days after the effective date of the merger may only be made with the written approval of the surviving corporation. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including, without limitation, a reservation of jurisdiction (which we refer to as a “reservation”) for any application to the Delaware Court of Chancery; provided, however, that this shall not affect the right of any person who has not commenced an appraisal proceeding or joined that

proceeding as a named party to withdraw such person’s demand for appraisal and to accept the per share consideration within 60 days after the effective date of the merger. If the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a person, such person will be entitled to receive only the fair value determined in any such appraisal proceeding, which value could be less than, equal to or more than the per share consideration being offered pursuant to the merger agreement.

If the merger is completed, within ten days after the effective date of the merger, the surviving corporation will notify each stockholder (including any beneficial owner) of each constituent corporation who has submitted a demand for appraisal in accordance with Section 262, and who has not voted in favor of the adoption of the merger agreement, that the merger has become effective and the effective date thereof.

Within 120 days after the effective date of the merger, but not thereafter, the surviving corporation or any person who has complied with Section 262 and is otherwise entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the surviving corporation in the case of a petition filed by any person other than the surviving corporation, demanding a determination of the fair value of the shares held by all dissenting stockholders entitled to appraisal. The surviving corporation is under no obligation, and has no present intention, to file a petition, and stockholders and beneficial owners should not assume that the surviving corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of our capital stock. Accordingly, any persons who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of our capital stock within the time and in the manner prescribed in Section 262. The failure to file such a petition within the period specified in Section 262 could nullify a previous written demand for appraisal.

Within 120 days after the effective date of the merger, any person who has complied with the requirements for an appraisal of such person’s shares pursuant to Section 262 will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption of the merger agreement and with respect to which AtaiBeckley has received demands for appraisal, and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that, where a beneficial owner makes a demand for appraisal directly, the record holder of such shares shall not be considered a separate stockholder holding such shares for purposes of this aggregate number). Such statement must be given within ten days after receipt by the surviving corporation of the written request for such a statement or within ten days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by any person other than the surviving corporation, service of a copy thereof must be made upon the surviving corporation, which will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list (which we refer to as the “verified list”) containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached. The Delaware Court of Chancery may order the Register in Chancery to give notice of the time and place fixed for the hearing of such petition to the surviving corporation and all of the persons shown on the verified list at the addresses stated therein. The costs of any such notice are borne by the surviving corporation.

After notice is provided to the applicable persons as required by the Delaware Court of Chancery, at the hearing on such petition, the Delaware Court of Chancery will determine the persons who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the persons who demanded appraisal for their shares and who hold stock represented by stock certificates to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings. Accordingly, persons holding stock represented by stock certificates and wishing to seek appraisal of their shares are cautioned to retain their stock certificates pending resolution of the appraisal proceedings. If any person fails to comply with this requirement, the Delaware Court of Chancery may dismiss the proceedings as to such person. Upon application by the surviving corporation or by any person entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the verified list may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262.

Given that the shares of our common stock are listed on Nasdaq (and assuming such shares remain so listed up until closing of the merger), the Delaware Court of Chancery will dismiss any appraisal proceedings as to all holders of shares of our common stock who are otherwise entitled to appraisal rights unless one of the ownership thresholds is met.

After the Delaware Court of Chancery determines the persons entitled to appraisal and, with respect to our common stock, that at least one of the ownership thresholds above has been satisfied in respect of persons seeking appraisal rights, then the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares of our capital stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment will be compounded quarterly and will accrue at five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. However, the surviving corporation has the right, at any time prior to the Delaware Court of Chancery’s entry of judgment in the proceedings, to make a voluntary cash payment to each person seeking appraisal. If the surviving corporation makes a voluntary cash payment pursuant to subsection (h) of Section 262, interest will accrue thereafter only on the sum of (x) the difference, if any, between the amount paid by the surviving corporation in such voluntary cash payment and the fair value of the shares as determined by the Delaware Court of Chancery and (y) interest accrued before such voluntary cash payment, unless paid at that time.

In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings, prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that “throw any light on future prospects of the merged corporation.” Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Persons considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness, from a financial point of view, of the consideration payable in a merger is not an opinion as to, and does not in any manner address, fair value under Section 262. ALTHOUGH ATAIBECKLEY BELIEVES THAT THE PER SHARE CONSIDERATION IS FAIR, NO REPRESENTATION IS MADE AS TO THE OUTCOME OF THE APPRAISAL OF FAIR VALUE AS DETERMINED BY THE DELAWARE COURT OF CHANCERY, AND STOCKHOLDERS AND BENEFICIAL OWNERS OF OUR CAPITAL STOCK SHOULD RECOGNIZE THAT SUCH AN APPRAISAL COULD RESULT IN A DETERMINATION OF A VALUE HIGHER OR LOWER THAN, OR THE SAME AS, THE PER SHARE CONSIDERATION. Neither AtaiBeckley nor Lilly anticipates offering more than the per share consideration to any persons exercising appraisal rights, and each of AtaiBeckley and Lilly reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of our capital stock is less than the per share consideration. If a petition for appraisal is not timely filed or, with respect to our common stock, if neither of the ownership thresholds above has been satisfied in respect of persons seeking appraisal rights, then the right to an appraisal will cease.

The Delaware Court of Chancery will direct the payment of the fair value of the shares, together with interest, if any, by the surviving corporation to the persons entitled thereto. Payment will be so made to each such person upon such terms and conditions as the Delaware Court of Chancery may order. The Delaware Court of Chancery’s decree may be enforced as other decrees in the Delaware Court of Chancery may be enforced.

The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the verified list who participated in the proceeding and incurred expenses in connection therewith (which we refer to as an “application”), the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to an appraisal that were not dismissed pursuant to the terms of Section 262 or subject to an award pursuant to a reservation. In the absence of such determination or assessment, each party bears its own expenses.

If any person who demands appraisal of shares of our capital stock under Section 262 fails to perfect, or loses or validly withdraws, such person’s right to appraisal, such person’s shares of our capital stock will be deemed to have been converted at the effective date of the merger into the right to receive the per share consideration as provided in the merger agreement. A person will fail to perfect, or effectively lose, such person’s right to appraisal if no petition for appraisal is filed within 120 days after the effective date of the merger, if, in the case of our common stock, neither of the ownership thresholds above has been satisfied in respect of those seeking appraisal rights with respect to the shares of our common stock, or if the person delivers to the surviving corporation a written withdrawal of such person’s demand for appraisal and an acceptance of the per share consideration as provided in the merger agreement in accordance with Section 262.

From and after the effective date of the merger, no person who has demanded appraisal rights in compliance with Section 262 will be entitled to vote such shares of our stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger).

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of appraisal rights. In that event, you will be entitled to receive the per share consideration for your dissenting shares in accordance with the merger agreement, without interest and less applicable tax withholdings. Consequently, any person wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

To the extent there are any inconsistencies between the foregoing summary, on the one hand, and Section 262, on the other hand, Section 262 will govern.

The closing of the merger is subject to the expiration or termination of the applicable waiting period under the HSR Act and the rules thereunder. Under the HSR Act and the rules thereunder, the merger may not be completed unless certain information has been furnished by Lilly and AtaiBeckley to the DOJ and the FTC and the applicable waiting period expires or is terminated. The HSR Act requires the parties to observe a 30-day waiting period during which time the merger may not be consummated, unless that initial waiting period is terminated early. Lilly and AtaiBeckley have agreed to make, or cause to be made, all filings and submissions required under the HSR Act and any other applicable antitrust laws no later than the tenth business day after the date of the merger agreement, and Lilly is responsible for paying all filing fees required to be paid to any governmental body in connection with such filings.

In addition to the requirements under the HSR Act, the closing of the merger is conditioned on the receipt, expiration or termination of the antitrust notices, approvals, clearances and waiting periods required under the antitrust laws of Australia and Germany, as well as the antitrust laws of the Springing Jurisdictions, if applicable.

At any time before or after the consummation of the proposed merger, the Antitrust Division and the FTC could take such action under the antitrust laws of the United States as it deems necessary, including seeking to enjoin the merger or seeking divestiture of the assets of Lilly, AtaiBeckley or their respective subsidiaries. Private parties and individual state attorneys general may also bring legal actions under the antitrust laws. There can be no assurance that a challenge to the merger on antitrust grounds will not be made, or, if such a challenge is made, what the result would be.

There can be no assurance that Lilly and AtaiBeckley will be able to obtain all required regulatory clearances and approvals. In addition, even if Lilly and AtaiBeckley obtain all required regulatory clearances and approvals, and the merger proposal is approved by our stockholders, conditions may be placed on any such clearance or approval that could cause Lilly to abandon the merger.

There is no financing condition to the merger. Lilly expects to pay the aggregate per share consideration from its cash on hand or new borrowings.

If the merger is completed, our common stock will no longer be traded on Nasdaq and will be deregistered under the Exchange Act. At that time, we will no longer be required to file periodic reports, current reports and proxy and information statements with the SEC with respect to our common stock.

The following summary describes the material U.S. federal income tax consequences generally applicable to Holders (as defined below) whose shares of our common stock are exchanged for $6.75 in cash and CVRs in the merger. This summary is for general information purposes only and is not tax advice. This summary is based on the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”), U.S. Treasury regulations promulgated under the Code (which we refer to as “Treasury Regulations”), published rulings, administrative pronouncements and judicial decisions, all as in effect as of the date hereof and all of which are subject to change or differing interpretations, possibly with retroactive effect. Any such change could affect the continuing validity of this summary. This summary addresses only Holders who hold their shares of our common stock as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment) and does not address all of the tax consequences that may be relevant to Holders in light of their particular circumstances or to certain types of Holders subject to special treatment under the Code, including pass-through entities (including partnerships and S corporations for U.S. federal income tax purposes) and partners or investors who hold their shares of our common stock through such entities, certain financial institutions, brokers, dealers or traders in securities or other persons that generally mark their securities to market for U.S. federal income tax purposes, insurance companies, expatriates, mutual funds, real estate investment trusts, regulated investment companies, cooperatives, tax-exempt organizations (including private foundations), retirement plans, controlled foreign corporations, passive foreign investment companies or foreign controlled foreign corporations, persons who are subject to any alternative minimum tax, persons who hold their shares of our common stock as part of a straddle, hedge, conversion, constructive sale, synthetic security, integrated investment, or other risk-reduction transaction for U.S. federal income tax purposes, persons that have a functional currency other than the U.S. dollar, persons that purchase or sell shares as part of a wash sale for tax purposes, stockholders holding shares as qualified small business stock for purposes of Sections 1045 and/or 1202 of the Code, persons that own or have owned within the past five years (or are deemed to own or to have owned within the past five years) 5% or more of the outstanding common stock (except to the extent explicitly discussed under “—Tax Considerations for Non-U.S. Holders” below), persons subject to special tax accounting rules as a result of any item of gross income with respect to their shares of our common stock or CVRs being taken into account in an applicable financial statement, Holders that exercise appraisal rights, and persons who acquired their shares of our common stock upon the vesting and cancellation of AtaiBeckley Options or AtaiBeckley RSUs in connection with the merger or otherwise as compensation. This summary does not address any U.S. federal estate, gift, or other non-income tax consequences, the effects of the Medicare contribution tax on net investment income, or any state, local, or non-U.S. tax consequences. Important Note: If you are a citizen or tax resident or subject to the tax laws of more than one country, you should be aware that there might be additional or different tax consequences that may apply to you.

As used in this summary, the term “U.S. Holder” means a beneficial owner of our common stock that is: (i) an individual who is a citizen or resident of the United States for U.S. federal income tax purposes; (ii) a corporation, or other entity classified as a corporation for U.S. federal income tax purposes, that is created or organized in or under the laws of the United States or any state thereof or the District of Columbia; (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) has the authority to control all substantial decisions of the trust or (B) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a United States person.

As used in this summary, the term “Non-U.S. Holder” means a beneficial owner of our common stock that is neither a U.S. Holder nor a partnership (or other pass-through entity) for U.S. federal income tax purposes, and the term “Holder” or “Holders” means a U.S. Holder or a Non-U.S. Holder, as applicable.

If a partnership (including any entity or arrangement classified as a partnership for U.S. federal income tax purposes) exchanges our common stock for cash and CVRs pursuant to the merger, the tax treatment of a partner in the partnership generally will depend upon the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Partnerships and partners of partnerships holding our common stock should consult their tax advisors regarding the particular tax consequences applicable to them of exchanging our common stock for cash and CVRs pursuant to the merger.

We have not sought, and will not seek, a ruling from the IRS as to any U.S. federal income tax consequence described herein, and no assurance can be given that the IRS will not take a position contrary to the discussion below, or that a court will not sustain any challenge by the IRS in the event of litigation.

Holders are urged to consult their tax advisors to determine the tax consequences to them of exchanging our common stock for the aggregate of $6.75 in cash and CVRs pursuant to the merger in light of their particular circumstances.

The exchange of our common stock for the aggregate of $6.75 in cash and CVRs pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. The amount of gain or loss a U.S. Holder recognizes, and the timing and character of a portion of such gain or loss, depends on the U.S. federal income tax treatment of the CVRs, with respect to which there is a significant amount of uncertainty. The installment method of reporting any gain attributable to the receipt of a CVR generally will not be available with respect to the disposition of our common stock pursuant to the merger because our common stock is traded on an established securities market.

There is no legal authority directly addressing the U.S. federal income tax treatment of the receipt of the CVRs or payments received thereunder in connection with the merger. The receipt of the CVRs as part of the merger consideration might be treated as a “closed transaction” or as an “open transaction” for U.S. federal income tax purposes, or in some other manner, and such questions are inherently factual in nature. Accordingly, Holders are urged to consult with their tax advisors regarding this issue.

Pursuant to Treasury Regulations addressing contingent payment obligations analogous to the CVRs, if the fair market value of the CVR is “reasonably ascertainable,” a U.S. Holder should treat the transaction as a “closed transaction” and treat the fair market value of the CVRs as part of the consideration received in the merger for purposes of determining gain or loss. On the other hand, if the fair market value of the CVRs cannot be reasonably ascertained, a U.S. Holder may treat the transaction as an open transaction for purposes of determining gain or loss. These Treasury Regulations state that only in “rare and extraordinary” cases would the value of contingent payment obligations not be reasonably ascertainable. As noted above, there is no authority directly addressing whether contingent payment rights with characteristics similar to the rights under a CVR should be treated as “open transactions” or “closed transactions,” and such question is inherently factual in nature. In addition, it is unclear how a U.S. Holder would recover its adjusted tax basis in a CVR until the resolution of all contingencies under the CVR. The CVRs also may be treated as contract rights or deferred payment contract rights for U.S. federal income tax purposes, which would affect the amount, timing, and character of any gain, income or loss with respect to the CVRs. We urge you to consult your own tax advisor with respect to the proper characterization of the receipt of, and payments made with respect to, a CVR.

As a result, we cannot express a definitive conclusion as to the U.S. federal income tax treatment of receipt of the CVRs or receipt of any payment pursuant to the CVRs. However, we intend to treat the receipt of the CVRs as a closed transaction and payments received pursuant to the CVRs as amounts realized on the disposition (or partial disposition) of the CVRs. We cannot give any assurance that the IRS would not assert, or that a court would not sustain, a position contrary to this treatment. In such event, the tax consequences of the receipt of CVRs and/or payments with respect to the CVRs could differ materially from those summarized below (including, potentially, a portion or all of payments made with respect to the CVRs giving rise to ordinary income, rather than capital gain).

No opinion of counsel or ruling has been or will be sought from the IRS regarding the tax treatment of the CVRs and payments received pursuant to the CVRs. In such event, the tax consequences of the receipt of CVRs and/or payments with respect to the CVRs could differ materially from those summarized below (including, potentially, a portion or all of payments made with respect to the CVRs giving rise to ordinary income, rather than capital gain).

Treatment as a Closed Transaction. If the receipt of a CVR is part of a closed transaction, a U.S. Holder generally would recognize capital gain or loss on a sale of our common stock for $6.75 in cash and CVRs pursuant to the merger, in an amount equal to the difference, if any, between: (i) the sum of $6.75 in cash received plus the fair market value (determined as of the effective time) of any CVRs received; and (ii) the U.S. Holder’s adjusted tax basis in our common stock sold or exchanged. Gain or loss, and holding period, generally would be calculated separately for each block of our common stock (that is, common stock acquired at the same cost in a single transaction) exchanged for $6.75 in cash and CVRs pursuant to the merger. The proper method to determine the fair market value of a CVR is not clear, but it is possible that the trading value of our common stock would be considered along with other factors in making that determination. Any capital gain or loss recognized will be long-term capital gain or loss if the U.S. Holder’s holding period for such common stock exceeds one year. The deductibility of capital losses is subject to limitations.

A U.S. Holder’s initial tax basis in a CVR received in the merger would equal the fair market value of such CVR (determined as of the effective time) as determined for U.S. federal income tax purposes. The holding period for a CVR

would begin on the day following the date of the effective time. Under the CVR agreement, Lilly generally will determine, for purposes of tax reporting by Lilly and the rights agent, the fair market value of the CVRs issued in the merger in Lilly’s sole discretion. Such determination is not binding on the IRS, and each Holder should be aware that the IRS may challenge the fair market value of the CVRs reported by such Holder.

As noted above, there is no authority directly addressing the U.S. federal income tax treatment of contingent payment rights with characteristics similar to the rights under the CVRs, and, therefore, the amount, timing and character of any gain, income or loss with respect to the CVRs is uncertain. For example, payments with respect to the CVRs could be treated as payments with respect to a sale or exchange of a capital asset or as giving rise to ordinary income. It is also possible that, were a payment to be treated as being with respect to the sale of a capital asset, a portion of such payment would constitute imputed interest, as described below. We intend to treat any payment received by a U.S. Holder in respect of such CVRs (except to the extent any portion of such payment is required to be treated as imputed interest, as described below) as an amount realized on the disposition of all or a portion of the CVR (as applicable) by the U.S. Holder. Assuming that this method of reporting is correct, a U.S. Holder should recognize gain or loss equal to the difference between such payment (less any portion of such payment required to be treated as imputed interest, as described below) and the U.S. Holder’s adjusted tax basis in the applicable portion of the CVR, which gain or loss could be long-term capital gain or loss depending on whether the U.S. Holder has held the CVR for more than one year at the time of such payment. Additionally, a U.S. Holder may recognize capital loss to the extent of any remaining basis after the expiration of any right to cash payments under such U.S. Holder’s CVR. The deductibility of capital losses is subject to limitations. U.S. Holders should consult their tax advisors regarding the tax treatment of the CVRs, including the allocation of a U.S. Holder’s adjusted tax basis among the applicable portions of the CVR.

Treatment as an Open Transaction. If the receipt of a CVR pursuant to the merger is treated under the open transaction method of accounting for U.S. federal income tax purposes, the fair market value of the CVR will not be treated as additional consideration for our common stock at the time the CVR is received, and the U.S. Holder will not have any tax basis in the CVR. Instead, the U.S. Holder will take payments pursuant to the CVRs into account when made or deemed made in accordance with the U.S. Holder’s regular method of accounting for U.S. federal income tax purposes. Generally, a portion of such payments will be treated as imputed interest, as described in more detail below, and the balance as additional consideration recognized in exchange for our common stock.

If the receipt of a CVR is part of an open transaction then, although not entirely clear, the sum of $6.75 in cash received for a U.S. Holder’s common stock and the portion of the payments pursuant to the CVR that is not treated as imputed interest will generally be applied first against a U.S. Holder’s adjusted tax basis in our common stock and any excess treated as gain. A U.S. Holder will recognize capital loss with respect to our common stock to the extent that the holder’s adjusted tax basis in such common stock exceeds the sum of $6.75 in cash received for a U.S. Holder’s common stock and the cash received pursuant to the CVR that is not treated as imputed interest, although it is possible that such U.S. Holder may not be able to recognize such loss until the resolution of all contingencies under the CVRs or possibly until such U.S. Holder’s abandonment of the U.S. Holder’s CVR. Any such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period in the Shares exceeds one year. The deductibility of capital losses is subject to limitations. Gain or loss, and holding period, generally will be determined separately for each block of our common stock (that is, our common stock of the same class acquired at the same cost on the same day) exchanged pursuant to the merger. As discussed above, Lilly does not intend to report the CVRs as an open transaction for U.S. federal income tax purposes.

Imputed Interest. A portion of any payments pursuant to the CVRs that are made more than six months after the effective time may be treated as imputed interest, which would be ordinary income to the U.S. Holder of a CVR. The portion of any payment made with respect to a CVR treated as imputed interest under Section 483 of the Code will be determined at the time such payment is made and generally should equal the excess of: (i) the amount of the payment in respect of the CVRs; over (ii) the present value of such amount as of the effective time, calculated using the applicable federal rate as the discount rate. The applicable federal rate is published monthly by the IRS. A U.S. Holder must include in its taxable income interest imputed pursuant to Section 483 of the Code (if any) using such Holder’s regular method of accounting for U.S. federal income tax purposes.

U.S. Holders are urged to consult their tax advisors with respect to the proper characterization of the CVRs and the tax considerations thereof (including any future payments made under the CVRs).

Any gain realized by a Non-U.S. Holder upon the exchange of our common stock pursuant to the merger generally will not be subject to U.S. federal income tax unless:

Generally, if payments are made to a Non-U.S. Holder with respect to a CVR, such Non-U.S. Holder may be subject to withholding at a rate of 30% (or a lower applicable treaty rate) on such payments, including any portion of any such payments treated as imputed interest (as discussed above under “—Tax Considerations for U.S. Holders—Imputed Interest”), unless such Non-U.S. Holder establishes its entitlement to exemption from or a reduced rate of withholding under an applicable tax treaty by providing the appropriate documentation (generally, IRS Form W-8BEN or W-8BEN-E or other applicable IRS Form W-8) to the applicable withholding agents. As discussed above, the tax treatment of the CVRs is unclear, and it is possible that a withholding agent may withhold additional amounts on payments with respect to the CVRs.

Amounts treated as imputed interest that are effectively connected with a Non-U.S. Holder’s conduct of a trade or business in the United States and, if required by an applicable income tax treaty, are attributable to a permanent establishment in the United States, are generally taxed in the manner applicable to U.S. Holders, as described above. In such cases, the Non-U.S. Holder will not be subject to withholding so long as such Non-U.S. Holder complies with applicable certification and disclosure requirements. In addition, interest received by a non-U.S. corporation that are effectively connected with the conduct of a trade or business in the United States may be subject to a branch profits tax at a 30% rate, or a lower rate specified in an applicable income tax treaty.

If any amounts withheld exceed the Non-U.S. Holder’s U.S. federal income tax liability, such Non-U.S. Holder may obtain a refund or credit of any excess amounts withheld by filing an appropriate claim for a refund with the IRS.

Non-U.S. Holders are urged to consult their own tax advisors regarding the particular tax consequences to them of exchanging our common stock in the merger, including the application of the 30% U.S. federal withholding tax, their potential eligibility for a reduced rate of, or exemption from, such withholding tax, and their potential eligibility for, and procedures for claiming, a refund of any such withholding tax.

Information reporting generally will apply to payments to a Holder pursuant to the merger (including payments with respect to a CVR), unless such Holder is an entity that is exempt from information reporting and, when required, properly demonstrates its eligibility for exemption. Any payment to a U.S. Holder that is subject to information

reporting generally will also be subject to backup withholding at a rate currently equal to 24%, unless such U.S. Holder: (i) provides the appropriate documentation (generally, IRS Form W-9) to the applicable withholding agent certifying that, among other things, its taxpayer identification number is correct, or otherwise establishes an exemption; and (ii) with respect to payments on the CVRs, provides the rights agent with the certification documentation in clause (i) of this sentence or otherwise establishes an exemption from backup withholding tax.

Tax information provided on IRS Form 1099-B to a U.S. Holder and the IRS for the year of the merger may reflect only the cash amounts paid to the U.S. Holder in the merger, and not the fair market value of the CVRs. Accordingly, a U.S. Holder that treats the merger as a “closed transaction” for U.S. federal income tax purposes may receive an IRS Form 1099-B reporting an amount that is less than the amount such U.S. Holder will realize in the year of the merger, as applicable. In addition, any IRS Form 1099 that a U.S. Holder receives with respect to the Milestone Payments on its CVRs may reflect the entire amount of the Milestone Payments made to the U.S. Holder (other than the amount treated as imputed interest), and therefore may not take into account the fact that the U.S. Holder already included the value of such payments in such U.S. Holder’s amount realized in the year of the merger, as applicable. As a result, U.S. Holders reporting under the “closed transaction” method should not necessarily rely on the amounts reported to them on IRS Forms 1099-B with respect to the merger, as applicable. U.S. Holders are urged to consult their tax advisors regarding how to accurately report their income under the “closed transaction” method.

The information reporting and backup withholding rules that apply to payments to a Holder pursuant to the merger generally will not apply to payments to a Non-U.S. Holder if such Non-U.S. Holder certifies under penalties of perjury that it is not a U.S. person (generally by providing an IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable IRS Form W-8) or otherwise establishes an exemption. Non-U.S. Holders should consult their own tax advisors to determine which IRS Form W-8 is appropriate. Information reporting may apply to payments to a Non-U.S. Holder with respect to a CVR, including any portion of such payments treated as imputed interest.

As discussed above, we intend to treat the merger as a “closed transaction” for U.S. federal income tax purposes. Accordingly, U.S. Holders that treat the merger as an “open transaction” for U.S. federal income tax purposes are urged to consult their own tax advisors regarding how to accurately report their income under this method. Certain Holders (including corporations) generally are not subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability if the required information is properly and timely furnished by such U.S. Holder to the IRS.

Under the “Foreign Account Tax Compliance Act” provisions of the Code, related U.S. Treasury guidance and related intergovernmental agreements (which we refer to as “FATCA”), an applicable withholding agent will be required to withhold tax at a rate of 30% on the portion of payments on the CVRs reported as imputed interest pursuant to U.S. tax law, or possibly the entire CVR payment depending on the U.S. federal income tax treatment of the receipt of the CVRs, to any Non-U.S. Holder that fails to meet prescribed certification requirements. In general, no such withholding will be required with respect to a person that timely provides certifications that establish an exemption from FATCA withholding on a valid IRS Form W-8. A Non-U.S. Holder may be able to claim a credit or refund of the amount withheld under certain circumstances. Under proposed Treasury Regulations, FATCA withholding would no longer apply to payments that are treated as gross proceeds from the sale or other disposition of property of a type that can generate U.S. source interest or dividends, including our common stock. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued. Each Non-U.S. Holder should consult its own tax advisor regarding the application of FATCA to the CVRs.

THE FOREGOING SUMMARY DOES NOT PURPORT TO BE A COMPLETE DISCUSSION OF THE POTENTIAL TAX CONSEQUENCES OF THE MERGER OR THE OWNERSHIP OF CVRS. EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. INCOME, ESTATE AND OTHER TAX CONSIDERATIONS RELATING TO THE MERGER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES. THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES TO HOLDERS OR BENEFICIAL OWNERS OF ATAIBECKLEY STOCK OPTIONS OR ATAIBECKLEY RSUS PARTICIPATING IN THE MERGER WITH RESPECT TO SUCH ATAIBECKLEY STOCK OPTIONS OR ATAIBECKLEY RESTRICTED STOCK UNITS ARE NOT DISCUSSED HEREIN, AND SUCH HOLDERS OR BENEFICIAL OWNERS OF ATAIBECKLEY OPTIONS OR ATAIBECKLEY RSUS ARE STRONGLY ENCOURAGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING SUCH TAX CONSEQUENCES. NOTHING IN THIS SUMMARY IS INTENDED TO BE, OR SHOULD BE CONSTRUED AS, TAX ADVICE.

We are asking you to approve the adoption of the merger agreement. For a summary of and detailed information regarding this proposal, see the information about the merger agreement throughout this proxy statement, including the information set forth in the sections of this proxy statement captioned “The Merger” and “The Merger Agreement.” A copy of the merger agreement is attached as Annex A to this proxy statement. You are urged to read the merger agreement carefully and in its entirety.

We are asking you to approve any proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. If stockholders approve this proposal, we can adjourn the special meeting and any adjourned session of the special meeting and use the additional time to solicit additional proxies, including soliciting proxies from stockholders that have previously returned properly signed proxies voting against adoption of the merger agreement. Among other things, approval of the adjournment proposal could mean that, even if we received proxies representing a sufficient number of votes against adoption of the merger agreement such that the proposal to adopt the merger agreement would be defeated, we could adjourn the special meeting without a vote on the adoption of the merger agreement and seek to convince the holders of those shares to change their votes to votes in favor of adoption of the merger agreement. Additionally, we may seek stockholder approval to adjourn the special meeting if a quorum is not present. Finally, the chairperson of the special meeting is permitted by AtaiBeckley’s bylaws to adjourn the special meeting, whether or not a quorum is present, even if our stockholders have not approved the proposal to adjourn the special meeting.

The following summary describes the material provisions of the merger agreement. The descriptions of the merger agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. We encourage you to carefully read and consider the merger agreement, which is the legal document that governs the merger and the Contemplated Transactions, in its entirety because this summary may not contain all the information about the merger agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the merger agreement, and not by this summary or any other information contained in this proxy statement.

The representations, warranties and covenants described below and included in the merger agreement (1) were made only for purposes of the merger agreement and as of specific dates; (2) were made solely for the benefit of the parties to the merger agreement; (3) may be subject to important qualifications, limitations and supplemental information agreed to by AtaiBeckley, Lilly and Merger Sub in connection with negotiating the terms of the merger agreement; and (4) may also be subject to a contractual standard of materiality different from those generally applicable to reports and documents filed with the SEC and in some cases were qualified by confidential matters disclosed to Lilly and Merger Sub by AtaiBeckley in connection with the merger agreement. In addition, the representations and warranties may have been included in the merger agreement for the purpose of allocating contractual risk between AtaiBeckley, Lilly and Merger Sub rather than to establish matters as facts. Further, the representations and warranties were negotiated with the principal purpose of establishing the circumstances in which a party to the merger agreement may have the right not to consummate the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise. Except with respect to the right to payment upon consummation of the merger and the right to receive contingent cash payments pursuant to the CVR agreement, the form of which was agreed to at the time of execution of the merger agreement, our stockholders are not generally third-party beneficiaries under the merger agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of AtaiBeckley, Lilly or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the merger agreement. None of the representations and warranties will survive the closing of the merger, and, therefore, they will have no legal effect under the merger agreement after the effective time of the merger. In addition, you should not rely on the covenants in the merger agreement as actual limitations on the respective businesses of AtaiBeckley, Lilly and Merger Sub because the parties may take certain actions that are either expressly permitted in the Company Disclosure Letter or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The merger agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide you with any other factual information regarding AtaiBeckley, Lilly, Merger Sub or their respective businesses. Accordingly, the representations, warranties and covenants in the merger agreement should not be read alone, and you should read the information provided elsewhere in this document and in AtaiBeckley’s filings with the SEC regarding AtaiBeckley and AtaiBeckley’s business.

The merger agreement provides that, subject to the terms and conditions of the merger agreement and in accordance with Section 251 of the DGCL, at the effective time of the merger, Merger Sub will merge with and into AtaiBeckley. As a result of the merger, the separate corporate existence of Merger Sub will cease, and AtaiBeckley will continue as the surviving corporation of the merger.

The merger will take place remotely by exchange of documents and signatures (or their electronic counterparts), as soon as practicable, but in no event later than the first business day after satisfaction or (to the extent permitted by law) waiver of all conditions described in the section of this proxy statement captioned “The Merger Agreement—Conditions to Completion of the Merger,” or at such other place or on such other date as Lilly and AtaiBeckley mutually agree.

The merger will become effective at the time when the Secretary of State of the State of Delaware accepts the certificate of merger filed by AtaiBeckley, Lilly and Merger Sub for filing in accordance with the relevant provisions of the DGCL, or at such later date and time as is agreed upon by Merger Sub and AtaiBeckley and specified in such certificate of merger.

The merger agreement provides that at the effective time of the merger, each share of our common stock outstanding immediately prior to the effective time of the merger (other than (i) shares held in the treasury of AtaiBeckley, owned by AtaiBeckley, any AtaiBeckley subsidiary, Lilly, Merger Sub, or any direct or indirect wholly owned subsidiary of Lilly or Merger Sub and (ii) Dissenting Shares) will be converted into the right to receive, subject to the terms and conditions contained in the merger agreement, an amount in cash, without interest and less applicable tax withholdings, equal to $6.75 per share (which we refer to as the “closing amount”), plus one contingent value right per share (which we refer to as a “CVR”), representing the right to receive up to an aggregate of $2.50 in cash per CVR upon achievement, if any, of specified clinical and regulatory milestones and will no longer be outstanding and will cease to exist.

All shares of our capital stock that are held in the treasury of AtaiBeckley, or owned by AtaiBeckley, any AtaiBeckley subsidiary, Lilly, Merger Sub or any direct or indirect wholly owned subsidiary of Lilly or Merger Sub, will be cancelled and will cease to exist, with no payment being made with respect thereto.

Dissenting shares will be treated as described in the section of this proxy statement captioned “The Merger—Appraisal Rights.”

As of July 15, 2026, there were outstanding awards of AtaiBeckley RSUs covering an aggregate of 7,812,951 shares of our common stock, of which AtaiBeckley RSUs covering an aggregate of 1,444,000 shares of our common stock were held by AtaiBeckley’s current executive officers and none of which were held by AtaiBeckley’s current non-employee directors.

At the effective time of the merger, each AtaiBeckley RSU that is outstanding, and unvested, or vested but not yet settled, in each case immediately prior to the effective time of the merger, shall be cancelled and, in exchange therefor, the holder of such cancelled AtaiBeckley RSU will be entitled to receive, in consideration for the cancellation of such AtaiBeckley RSU, (A) an amount in cash (without interest and less applicable tax withholdings) equal to the product of (1) the total number of shares of our common stock subject to such AtaiBeckley RSU immediately prior to the effective time of the merger multiplied by (2) $6.75 and (B) one CVR for each share of our common stock subject to such AtaiBeckley RSU immediately prior to the effective time of the merger (without regard to vesting).

As of July 15, 2026, 52,349,582 shares of our common stock were subject to outstanding AtaiBeckley Options of which AtaiBeckley Options covering an aggregate of 6,762,826 shares of our common stock were held by AtaiBeckley’s current non-employee directors and of which AtaiBeckley Options covering an aggregate of 28,759,978 shares of our common stock were held by AtaiBeckley’s current executive officers.

At the effective time of the merger, each AtaiBeckley Cash-Out Stock Option will be cancelled and, in exchange therefor, the holder of such cancelled AtaiBeckley Cash-Out Stock Option will be entitled to receive, in consideration for the cancellation of such AtaiBeckley Cash-Out Stock Option, (A) an amount in cash (without interest and less applicable tax withholdings) equal to the product of (1) the total number of shares of our common stock subject to such AtaiBeckley Option immediately prior to the effective time of the merger (for AtaiBeckley Cash-Out Stock Options subject to performance-based vesting, assuming applicable performance goals are achieved in full), multiplied by (2) the excess, if any, of $6.75 over the exercise price per share of such AtaiBeckley Option and (B) one CVR for each share of our common stock subject to such AtaiBeckley Cash-Out Stock Option immediately prior to the effective time of the merger (without regard to vesting), provided, that, for the avoidance of doubt, in the event that the per share exercise price of any AtaiBeckley Option (whether vested or unvested) is equal to or greater than $6.75, such AtaiBeckley Option shall be cancelled without any consideration being payable in respect thereof and shall have no further force or effect.

Prior to the effective time of the merger, Lilly will enter into an agreement with a bank or trust company (which we refer to as the “paying agent”) designated by Lilly and reasonably acceptable to AtaiBeckley to act as paying agent for

purposes of effecting the payment of the closing amount. At or immediately following the effective time of the merger, Lilly will deposit, or cause to be deposited, with the paying agent an amount in cash sufficient to pay the aggregate closing amount, which holders of shares of our common stock will be entitled to receive at the effective time of the merger. CVRs will be administered separately under the CVR agreement described below under “The Merger Agreement—Contingent Value Rights,” rather than through the paying agent.

As promptly as practicable after the effective time of the merger, and in any event within three business days thereafter, Lilly will cause the paying agent to mail to each holder of record of shares of our capital stock that are represented by certificates (1) a letter of transmittal and (2) instructions for use in effecting the surrender of the certificates. Any shares of our capital stock that are held in book-entry will be deemed to be automatically surrendered upon the receipt by the paying agent of an “agent’s message” in customary form. Any such shares of capital stock so surrendered shall be entitled to receive, as promptly as reasonably practicable after the effective time of the merger (and in any event, within three business days thereafter), $6.75 payable for each such share. Any cash payment in respect of an AtaiBeckley equity award will, as applicable, be made through the surviving corporation’s payroll no more than the second regularly scheduled payroll date following the effective time of the merger.

At or prior to the effective time of the merger, Lilly and a rights agent selected by Lilly and reasonably acceptable to AtaiBeckley (which we refer to as the “rights agent”) will enter into the CVR agreement. Pursuant to the CVR agreement, each holder of a CVR will be entitled to receive, without interest, up to three cash payments, each contingent upon the achievement of an applicable milestone as set forth in the CVR agreement.

Each CVR will entitle its holder to the following cash payments conditioned on achievement within specific time periods: (1) up to $1.00 per share upon initiation of a Phase 3 clinical trial of VLS-01 prior to the fourth anniversary of the closing of the merger, (2) up to $0.50 per share upon U.S. regulatory approval and DEA rescheduling of BPL-003 prior to the fifth anniversary of the closing and (3) up to $1.00 per share upon U.S. regulatory approval and DEA rescheduling of VLS-01 prior to the seventh anniversary of the closing.

CVRs will not be transferable except in limited circumstances specified in the CVR agreement, will not represent any equity or ownership interest in AtaiBeckley, Lilly or the surviving corporation, and will not accrue interest on any amounts potentially payable thereunder.

For further discussion of the CVR agreement, see the section of this proxy statement captioned “The CVR Agreement.”

In the merger agreement, AtaiBeckley has made customary representations and warranties to Lilly and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement and the Company Disclosure Letter. These representations and warranties relate to, among other things:

Certain of these representations and warranties are qualified by a material adverse effect standard. Subject to certain exclusions, a “material adverse effect” with respect to AtaiBeckley means any state of facts, change, effect, event, circumstance, result, development, condition, inaccuracy or occurrence (which we refer to as an “effect”) that, alone or taken together, (i) has or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition, assets and liabilities (taken as a whole), operations, or results of operations of AtaiBeckley and its subsidiaries, taken as a whole, or (ii) prevents or materially impairs or materially delays the ability of AtaiBeckley to timely perform its obligations hereunder or consummate the Contemplated Transactions; provided that for purposes of clause (i), any effect resulting from any of the following will not be deemed to constitute a material adverse effect:

Except:

Lilly and Merger Sub have made a number of representations and warranties to AtaiBeckley in the merger agreement regarding aspects of Lilly’s business and other matters pertinent to the merger. The topics covered by these representations and warranties include the following:

Certain of Lilly’s and Merger Sub’s representations and warranties are qualified by a material adverse effect standard. A “material adverse effect” with respect to Lilly means any effect, alone or taken together, that would prevent or materially impair or materially delay the ability of Lilly or Merger Sub to timely perform its obligations under the merger agreement or to timely consummate the transactions contemplated by the merger agreement.

None of the representations and warranties of the parties to the merger agreement will survive the effective time of the merger or the valid termination of the merger agreement.

Other than (1) as set forth in the Company Disclosure Letter, (2) as required by applicable law, (3) as required by the merger agreement or (4) with Lilly’s prior written consent (which will not be unreasonably delayed, withheld or conditioned), from the date of the merger agreement until the earlier of the effective time of the merger or the date the merger agreement is terminated, AtaiBeckley has agreed to, and has agreed to cause each of its subsidiaries to:

AtaiBeckley has also agreed that it will not, and agreed that it would cause its subsidiaries (with certain negotiated exceptions for certain variable interest entities) not to:

AtaiBeckley has agreed to, and has agreed to cause its subsidiaries to, use reasonable best efforts to enter into a binding agreement with each holder of an equity award granted by a subsidiary of AtaiBeckley providing for the termination and cancellation of such equity awards and a release of claims in favor of the applicable subsidiary, in exchange for a lump sum cash payment to each holder equal to the fair market value of the applicable award (less any applicable tax withholding), effective no later than immediately prior to the effective time.

AtaiBeckley has also agreed to cause ATAI Life Sciences HSOP GbR (which we refer to as the “HSOP Partnership”) to use reasonable best efforts to enter into a binding agreement with each of the partners of the HSOP Partnership providing for the wind-up and dissolution of the HSOP Partnership and a release of claims in favor of the HSOP Partnership, AtaiBeckley and its affiliates, with such agreements to be entered into prior to the effective time and effective upon each partner’s receipt of the distribution of amounts payable to it in respect of the shares held by the HSOP Partnership on its behalf.

Additionally, AtaiBeckley has agreed to, and has agreed to cause its subsidiaries to, use reasonable best efforts to take certain actions with respect to the sale or dissolution of certain of its subsidiaries and interests in variable interest entities, subject to Lilly's consent. In each case, AtaiBeckley will keep Lilly reasonably informed regarding the status of all negotiations, discussions and documentation regarding such transactions and provide Lilly a reasonable opportunity to review and comment on all such documents.

AtaiBeckley has agreed that it will not, and will cause its subsidiaries, and its and their respective directors and officers not to, and will use reasonable best efforts to cause its other representatives not to:

The AtaiBeckley Board also agreed, subject to certain exceptions, not to approve or recommend, or propose publicly to approve or recommend, or authorize, cause or permit AtaiBeckley to enter into any letter of intent,

memorandum of understanding, agreement in principle, acquisition agreement, license agreement, merger agreement, joint venture agreement, partnership agreement, collaboration agreement, revenue-sharing agreement or similar definitive agreement (other than a confidentiality agreement) relating to, or that would reasonably be expected to lead to, any acquisition proposal or to make a change in the AtaiBeckley Board Recommendation.

However, at any time prior to the earlier of (1) effective time of the merger or (2) the termination of the merger agreement in accordance with its terms, AtaiBeckley may participate in discussions or negotiations with a party making an acquisition proposal regarding such acquisition proposal and, subject to the terms of the merger agreement, furnish information with respect to AtaiBeckley to the party making such acquisition proposal if:

In such event, AtaiBeckley must not and must use reasonable best efforts to cause its representatives not to, disclose any material non-public information to such person unless AtaiBeckley has, or first enters into, a confidentiality agreement with such person with terms governing confidentiality that, taken as a whole, are not materially less restrictive or materially more favorable to the other person than those contained in the confidentiality agreement between AtaiBeckley and Lilly, and that does not prohibit AtaiBeckley from providing any information to Lilly in accordance with the terms of the merger agreement. Additionally, AtaiBeckley must (in accordance with the merger agreement):

Subject to the terms and conditions of the merger agreement related to acquisition proposals, from the date of the merger agreement until the earlier of the effective time of the merger and the termination of the merger agreement, none of AtaiBeckley, the AtaiBeckley Board or any committee thereof will:

However, if, prior to the receipt of the AtaiBeckley stockholder approval: (1) AtaiBeckley has received a bona fide written acquisition proposal from a third party that did not result from a material breach of the no-shop restrictions set forth in the merger agreement and that the AtaiBeckley Board or a committee thereof determines in good faith, after consultation with its outside counsel, constitutes a superior proposal; and (2) the AtaiBeckley Board determines in good faith, after consultation with its outside counsel, that a failure to make a change of AtaiBeckley Board Recommendation and/or cause AtaiBeckley to enter into an alternative acquisition agreement with respect to such superior proposal would reasonably be expected to be inconsistent with its fiduciary duties under applicable law, then the AtaiBeckley Board may (a) effect a change of AtaiBeckley Board Recommendation with respect to such superior proposal; or (b) terminate the merger agreement pursuant to its terms and enter into an alternative acquisition agreement with respect to such superior proposal, in each case, subject to Lilly’s “match” rights described below. In connection with such termination of the merger agreement, AtaiBeckley would be required to pay Lilly a termination fee of $104,300,000.

Prior to effecting such change of AtaiBeckley Board Recommendation or terminating the merger agreement in respect of a superior proposal, AtaiBeckley is required to:

Prior to the time that is the earlier of (1) the attainment of AtaiBeckley stockholder approval or (2) the termination of the merger agreement in accordance with its terms, the AtaiBeckley Board may make a change of AtaiBeckley Board Recommendation in response to any change, effect, event, circumstance, result, development, condition, occurrence or other matter material to AtaiBeckley that was not known or reasonably foreseeable to the AtaiBeckley Board or any committee thereof as of the date of the merger agreement (or if known, the consequences of which were not known or reasonably foreseeable to the AtaiBeckley Board or any committee thereof) and becomes known to the AtaiBeckley Board or any committee thereof after such date and before the special meeting (which we refer to as an “intervening event”).

However, the AtaiBeckley Board may not make a change of AtaiBeckley Board Recommendation in response to an intervening event unless:

For purposes of this proxy statement, “acquisition proposal” means, with respect to AtaiBeckley, any indication of interest, inquiry, offer or proposal made or renewed by any person or group (other than Lilly or Merger Sub) concerning any:

For purposes of this proxy statement, “superior proposal” means a bona fide (as reasonably determined by the AtaiBeckley Board in good faith) written acquisition proposal that did not, directly or indirectly, result from a material breach of the merger agreement (except the references therein to “20%” will be replaced by “50%”) received after the date of the merger agreement that the AtaiBeckley Board or a committee thereof has determined in good faith, after consultation with outside counsel and its independent financial advisor, is superior to the merger, and is reasonably likely to be consummated in accordance with its terms, taking into account all of the terms and conditions (including all of the financial, regulatory, financing, conditionality, legal and other terms, as well as certainty of closing) and all other aspects of such acquisition proposal (including any changes to the terms of the merger agreement proposed by Lilly).

AtaiBeckley has agreed to duly establish a record date for and duly call, give notice of and hold the special meeting as soon as reasonably practicable after AtaiBeckley learns that this proxy statement will not be reviewed by the SEC or that the SEC has no further comments to this proxy statement. AtaiBeckley is permitted to postpone or adjourn the special meeting in certain circumstances, including to solicit additional proxies or as required by applicable law.

Through the first anniversary of the closing date (or, if shorter, the individual’s period of employment with Lilly or any of its subsidiaries), Lilly has agreed to provide each continuing employee of AtaiBeckley with (1) an annual base salary or wage rate and a target cash incentive compensation opportunity that are, in the aggregate, at least as favorable

as the base salary or wage rate and target annual cash incentive opportunity provided to such continuing employee by AtaiBeckley as of immediately prior to the effective time of the merger, (2) broad-based employee benefits (excluding long-term cash incentive opportunities, severance, equity and equity-based awards, retention, transaction, change in control-related payments or benefits, nonqualified deferred compensation, defined benefit plan and post-employment or retiree welfare benefits) that are substantially comparable in the aggregate to those broad-based employee benefits (a) provided to the continuing employees under AtaiBeckley’s compensation and benefit plans in effect as of immediately prior to the effective time of the merger and set forth on the Company Disclosure Letter, or (b) to the extent a continuing employee becomes covered by an employee benefit plan or program of Lilly (or one of its affiliates other than AtaiBeckley) during such period, employee benefits consistent with those provided to similarly situated employees of Lilly, and (3) severance benefits that are no less favorable than the severance protections and benefits provided to the continuing employee of AtaiBeckley immediately prior to the effective time of the merger and set forth in the Company Disclosure Letter. Nothing in the merger agreement requires Lilly or any of its affiliates to continue the employment of any AtaiBeckley employee, provides any third-party beneficiary rights to any other person, amends any benefit plan or program or prevents Lilly or any of its affiliates from amending or terminating any benefit plan or program.

If Lilly elects to have continuing employees and their eligible dependents participate in Lilly’s benefit plans, programs or policies following the effective time of the merger, then Lilly has agreed to use commercially reasonable efforts to, and will cause the surviving corporation in the merger to use commercially reasonable efforts to, cause service rendered by each continuing employee to AtaiBeckley prior to the effective time of the merger to be taken into account with respect to Lilly employee benefit plans that provide benefits for vacation or paid time-off, for purposes of determining eligibility to participate, level of benefits and vesting, to the same extent and for the same purpose as such service was taken into account under the corresponding AtaiBeckley plans immediately prior to the effective time of the merger, subject to certain exceptions set forth in the merger agreement.

Lilly has agreed that all rights to indemnification, advancement of expenses and exculpation from liability for acts or omissions occurring on or prior to the closing date now existing in favor of any of the current or former directors or officers of AtaiBeckley, as provided in AtaiBeckley’s governing documents and the indemnification agreements set forth in the Company Disclosure Letter, to the extent made available to Lilly and as in effect as of the date of the merger agreement, shall survive the effective time of the merger and shall continue in full force and effect in accordance with their respective terms (and shall not be amended, repealed or modified in a manner less advantageous to such directors or officers) for a period of not less than six years after the closing date, and, in the event that any action is pending or asserted or any claim is made during such period, until the disposition of any such action or claim.

At or prior to the effective time of the merger, following good faith consultation with Lilly and, if requested by Lilly, utilizing Lilly’s insurance broker, AtaiBeckley shall purchase a tail policy under the current directors’ and officers’ liability insurance policy maintained at such time by AtaiBeckley with AtaiBeckley’s current insurance carrier or with an insurance carrier with the same or better credit rating as AtaiBeckley’s current directors’ and officers’ liability insurance carrier, which tail policy (1) will be effective for a period from the effective time of the merger through and including the date six years after the effective time of the merger with respect to claims arising from facts or events that existed or occurred prior to or at the effective time of the merger and (2) will contain coverage that is as protective of such directors and officers as the coverage provided by such existing policy.

However, the aggregate premium for such tail policy may not be in excess of 300% of the last annual premium paid by AtaiBeckley with respect to its existing directors’ and officers’ liability insurance policy prior to the effective time of the merger (which we refer to as the “Maximum Amount”), and if the aggregate premium of such coverage would exceed the Maximum Amount, AtaiBeckley will obtain the maximum amount of coverage available for the Maximum Amount. Lilly will cause the tail policy to be maintained in full force and effect for its full term, and in the event of an expiration, termination or cancellation of the tail policy, Lilly will be required to obtain a replacement tail policy substantially equivalent to such policy, subject to the Maximum Amount.

In the event the surviving corporation or its successors or assigns: (1) consolidates with or merges into any other entity and will not be the continuing or surviving corporation or entity of such consolidation or merger or (2) transfers all or substantially all of its properties and assets to any person or entity, then Lilly shall take all necessary action such that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will assume the indemnification and insurance obligations set forth in the merger agreement.

For more information, refer to the section of this proxy statement captioned “The Merger—Interests of AtaiBeckley’s Directors and Executive Officers in the Merger.”

Each of Lilly and AtaiBeckley agreed to use their respective reasonable best efforts to promptly make all filings and obtain all authorizations, consents, orders, clearances and approvals of all governmental bodies that may be or become necessary or advisable to consummate the merger and the Contemplated Transactions, including all consents, approvals and clearances required in connection with the HSR Act and any other applicable antitrust laws, including the antitrust laws in the Springing Jurisdictions, if applicable, and to cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders, clearances and approvals and the early termination of any applicable waiting periods.

Lilly and AtaiBeckley have agreed to make, or cause to be made, all filings and submissions required under the HSR Act and any other applicable antitrust laws no later than the tenth business day after the date of the merger agreement, and Lilly is responsible for paying all filing fees required to be paid to any governmental body in connection with such filings. Lilly will, on behalf of the parties, determine and control the strategy for dealing with any governmental body in connection with obtaining these authorizations, consents, orders, clearances and approvals, and AtaiBeckley will use its reasonable best efforts to act consistently with such strategy, subject to Lilly consulting in advance with, and considering in good faith the views of, AtaiBeckley.

Neither Lilly nor any of its affiliates shall be obligated to:

Further, AtaiBeckley shall not take any of the foregoing actions (except for actions set forth in the second to last bullet immediately above) without Lilly’s prior written consent in connection with obtaining any authorization, consent, order, clearance or approval of a governmental body or official that may be or become necessary or advisable in connection with the consummation of the transactions contemplated by the merger agreement, including the merger.

The respective obligations of each party to consummate the merger are subject to the satisfaction or waiver of each of the following conditions:

The obligations of Lilly and Merger Sub to consummate the merger are subject to the satisfaction or waiver in writing (where permissible) at or prior to the effective time of the merger of each of the following conditions:

The obligation of AtaiBeckley to consummate the merger is subject to the satisfaction or (to the extent permitted by applicable law) written waiver at or prior to the effective time of the merger of each of the following conditions:

The merger agreement may be terminated by mutual written consent of AtaiBeckley and Lilly. In addition, the merger agreement may be terminated by either party upon the occurrence of:

The merger agreement may be terminated by AtaiBeckley if:

The merger agreement may be terminated by Lilly upon the occurrence of:

In the event the merger agreement is terminated in accordance with the termination provisions in the merger agreement, written notice thereof will be given to the other party or parties thereto, specifying the provision of the merger agreement to which such termination is made and the merger agreement will become void and of no effect with no liability or obligation of Lilly, Merger Sub or AtaiBeckley or their subsidiaries, officers or directors; provided, however, that no such termination will relieve any person of any liabilities for damages resulting from material breach of the merger agreement that is a consequence of an act or omission intentionally undertaken by the breaching party with the knowledge that such act or omission would result in a material breach of the merger agreement, including with respect to the making of a representation, or any material breach of the merger agreement that constitutes fraud.

Upon termination of the merger agreement under specified circumstances, AtaiBeckley will be required to pay Lilly a termination fee of $104,300,000. Specifically, this termination fee is payable by AtaiBeckley to Lilly if: