Monday, July 20, 2026

Lilly to acquire AtaiBeckley and expand depression pipeline

Eli Lilly and Company has agreed to acquire AtaiBeckley Inc., the companies announced on July 16, 2026. The deal adds clinical-stage mental health programs to Lilly’s neuroscience portfolio, with a focus on treatment-resistant depression and other serious psychiatric conditions.

AtaiBeckley is developing a pipeline of rapid-acting neuroplastogens. Its lead candidate is BPL-003, or mebufotenin benzoate, a synthetic form of 5-MeO-DMT designed for intranasal administration in treatment-resistant depression.

Lead asset has entered Phase 3 activities

BPL-003 is intended for patients whose depression has not responded adequately to prior therapies. According to the companies, a Phase 2b study showed rapid and sustained reductions in depressive symptoms after an in-clinic visit that lasted about two hours on average. Reported benefits continued for months.

The candidate has received Breakthrough Therapy Designation from the U.S. Food and Drug Administration, and Phase 3 activities have started. The next most advanced program is VLS-01, a buccal film formulation of DMT that is being evaluated in an ongoing Phase 2b study.

The scientific rationale centers on synaptic plasticity. AtaiBeckley’s programs are designed to influence the formation and strengthening of neural connections in brain regions linked to mood regulation. This approach differs from conventional antidepressants, which primarily act on neurotransmitter levels.

Deal value could reach 3.8 billion dollars

Under the agreement, Lilly will pay 6.75 dollars per AtaiBeckley share in cash at closing. Shareholders may also receive up to 2.50 dollars per share through a contingent value right tied to specified development and regulatory milestones for BPL-003 and VLS-01.

The upfront cash component represents an aggregate equity value of approximately 2.8 billion dollars. The contingent value right could add up to about 1.0 billion dollars in aggregate equity value, although Lilly noted that such payments are not assured.

The milestones include initiation of a Phase 3 trial for VLS-01 before the fourth anniversary of closing, U.S. regulatory approval and DEA rescheduling of BPL-003 before the fifth anniversary, and the same type of approval and rescheduling milestone for VLS-01 before the seventh anniversary.

Closing expected in the third quarter

The acquisition is not subject to a financing condition. Closing is expected in the third quarter, pending approval by AtaiBeckley stockholders, regulatory clearances and other customary conditions.

The cash price payable at closing represents a premium of about 40 percent to AtaiBeckley’s 30-day volume-weighted average share price through July 15, 2026. Both companies’ boards have approved the transaction.

Apeiron Investment Group, together with all AtaiBeckley directors and officers, has signed voting and support agreements in favor of the transaction. The covered shares represent about 15 percent of AtaiBeckley’s outstanding common stock.

Goldman Sachs is serving as Lilly’s exclusive financial adviser, with Ropes & Gray as legal counsel. AtaiBeckley is advised financially by Moelis & Company and Centerview Partners, and legally by Latham & Watkins. Citi also provided financial advice to AtaiBeckley’s board.