Eli Lilly Completes AtaiBeckley Acquisition, Adding BPL-003 Depression Program

Eli Lilly and Company completed its acquisition of AtaiBeckley Inc. on Friday, bringing the clinical-stage biotechnology company and its lead depression program, BPL-003, into Lilly’s neuroscience pipeline.

The closing makes AtaiBeckley a wholly owned Lilly subsidiary after AtaiBeckley shareholders approved the merger agreement at a special meeting on Sept. 8. Lilly and AtaiBeckley had announced the acquisition in July, with the purchase centered on a group of rapid-acting experimental treatments for depression, anxiety and other mental-health conditions.

Lilly said in its Sept. 11 closing announcement that BPL-003 is AtaiBeckley’s lead investigational program for treatment-resistant depression. The drug is a proprietary intranasal formulation of mebufotenin benzoate, a synthetic form of 5-MeO-DMT. It has received U.S. Food and Drug Administration Breakthrough Therapy Designation and, according to Lilly, has begun Phase 3 activities. BPL-003 remains investigational, and the acquisition does not establish that it will ultimately receive regulatory approval or become commercially successful.

Lilly paid $6.75 a share upfront, with more tied to milestones

The cash portion of the acquisition was set at $6.75 for each AtaiBeckley share, representing an upfront aggregate equity value of about $2.8 billion when the agreement was announced. Former AtaiBeckley shareholders also receive contingent value rights that can pay up to another $2.50 per share if specified clinical and regulatory milestones are achieved, potentially adding about $1.0 billion of equity value.

The milestone structure links a large part of that possible additional payment directly to progress in AtaiBeckley’s drug pipeline. Under the merger terms filed with the SEC, $1.00 per share is tied to starting a Phase 3 trial of VLS-01 before the fourth anniversary of closing. Another $0.50 is tied to U.S. regulatory approval and Drug Enforcement Administration rescheduling of BPL-003 before the fifth anniversary, while the final $1.00 is tied to U.S. approval and DEA rescheduling of VLS-01 before the seventh anniversary. The payments are contingent, so some or all of that additional value may never be paid.

AtaiBeckley shareholders approved the merger days before closing. The deal had also moved through several regulatory steps during August and early September. The U.S. Hart-Scott-Rodino waiting period expired on Aug. 28, the U.K. Competition and Markets Authority had indicated it had no further questions at that time, and Australia’s competition regulator had published a determination allowing the merger to proceed after a waiting period scheduled to expire on Sept. 10.

The acquisition was executed through a merger in which Lilly’s acquisition subsidiary merged into AtaiBeckley, leaving AtaiBeckley as the surviving corporation under Lilly ownership. That legal structure matters for the closing mechanics, but the economic result is straightforward: Lilly has bought AtaiBeckley and taken control of its clinical programs.

BPL-003 moves a late-stage depression program into Lilly

BPL-003 is the central asset behind Lilly’s purchase. AtaiBeckley has been developing the nasal spray for adults with treatment-resistant depression, a condition in which patients continue to have significant depressive symptoms despite trying standard therapies. The program is designed around a comparatively short in-clinic administration period rather than chronic daily dosing.

Before the acquisition, AtaiBeckley laid out a Phase 3 program consisting of two pivotal studies, ReConnection-1 and ReConnection-2. Its May update described plans for roughly 350 participants in ReConnection-1 and about 230 in ReConnection-2, with the primary endpoint in both studies based on change from baseline in Montgomery-Åsberg Depression Rating Scale scores at Week 4. Both studies were also designed with 52-week open-label extensions that could allow individualized retreatment at eight- or 12-week intervals.

Lilly pointed to earlier clinical results when it announced the acquisition in July. AtaiBeckley had reported rapid reductions in depressive symptoms in its Phase 2 work, with effects that the companies described as durable. Those findings helped move BPL-003 toward pivotal testing, but they do not remove the normal development risks around a late-stage psychiatric drug. Phase 3 studies still have to confirm efficacy and safety in larger populations, and any eventual U.S. commercialization would require FDA approval as well as the regulatory steps relevant to a controlled substance.

AtaiBeckley previously said it expected topline results from the BPL-003 Phase 3 program in early 2029. Lilly has not guaranteed that timetable after closing, but the acquisition puts the program inside a company with a much larger clinical-development and commercialization infrastructure. Lilly’s completion announcement framed the asset as part of a broader effort to develop rapid-acting neuroplastogens for people whose conditions have not responded adequately to existing treatments.

AtaiBeckley brings a broader mental-health pipeline with it

The acquisition is not limited to BPL-003. AtaiBeckley’s second most advanced program, VLS-01, is a buccal film formulation of dimethyltryptamine, or DMT. In July, the company said it had dosed the last patient in the 156-patient Phase 2b Elumina study in treatment-resistant depression and expected topline results in the fourth quarter of 2026. That readout is now one of the nearest clinical milestones in the portfolio under Lilly.

VLS-01 also accounts for most of the potential value in the contingent rights issued to former AtaiBeckley shareholders. Up to $2.00 of the $2.50 maximum CVR is linked to VLS-01 milestones, split between Phase 3 initiation and eventual U.S. approval plus DEA rescheduling. The remaining $0.50 is tied to BPL-003 approval and rescheduling. That structure gives investors a clear view of which development outcomes were assigned additional economic value when Lilly negotiated the acquisition.

AtaiBeckley’s pipeline also includes EMP-01, an R-MDMA program that has been studied in social anxiety disorder, as well as discovery-stage work aimed at additional neuropsychiatric targets. Lilly is therefore acquiring a group of experimental assets rather than a single late-stage drug, although BPL-003 is the most advanced and the program highlighted most prominently by both companies.

The next scheduled portfolio event is closer than the BPL-003 Phase 3 readout. AtaiBeckley had guided to VLS-01 Phase 2b topline results in the fourth quarter of 2026. Those data, followed by the progress of BPL-003’s pivotal studies, will provide the first major clinical tests of the mental-health pipeline Lilly has just acquired.