ATAI — Q2 2026 Financial Report Analysis

Phase 3 spending arrives, and Eli Lilly buys the company

AtaiBeckley's second quarter of 2026 was its last as an independent public company. Its operating loss grew 75% to $44.1 million because research spending more than doubled: the company began Phase 3 work on BPL-003, its nasal-spray treatment for depression. Phase 3 is the final and most expensive stage of human testing before a drug can be submitted for approval. On July 15, two weeks after the quarter ended, it agreed to be acquired by Eli Lilly for $6.75 per share in cash plus a contingent value right (CVR) worth up to $2.50 more. A CVR is an IOU that pays only if specific drug milestones are reached. Lilly completed the deal on September 11, 2026, and the stock is being delisted from Nasdaq, so no further quarterly reports are expected.

AtaiBeckley is a clinical-stage biotech: none of its drugs are approved, it sells no products, and it pays for research out of cash raised from investors. It was formed when atai Life Sciences N.V. bought Beckley Psytech in November 2025, briefly called itself Atai Beckley N.V., and then moved its legal home from the Netherlands to Delaware on December 30, 2025, taking its current name. The SEC treats AtaiBeckley Inc. as the successor filer to the old Dutch company. Because of that history, the year-ago quarter (Q2 2025) is atai before it owned Beckley Psytech, and Beckley's lead drug, BPL-003, accounts for much of this year's spending. Most of the year-over-year changes below reflect a bigger company, not the same company spending more.

At a glance

• R&D (research and development) expense of $28.1 million, up 153%. $10.1 million of it was BPL-003, a program the company didn't own a year ago, and another $4.8 million of the increase came from the VLS-01 Phase 2b trial.
• Cash burn sped up. Cash used by operations was about $35.3 million in Q2, up from $21.1 million in Q1. The company ended June with $191.8 million in cash and short-term securities.
• Loss per share fell to $0.09 from $0.14, but only because the share count grew 84%. The net loss itself grew 17% to $32.5 million.

Key figures

Revenue comes from Nualtis, a subsidiary that licenses its dissolvable oral-film technology and does contract R&D for other drug companies. It isn't the investment case, and growth from $0.7 million to $1.7 million on a base that small doesn't mean much, so the YoY figure is marked n/m (not meaningful). The same applies to net loss and EPS: both periods are losses, the year-ago company was smaller, and the per-share figure is driven mainly by the number of shares. An operating margin (operating profit as a share of revenue) would be about −2,600% and tells you nothing, so it's left out.

Where the money went

The 10-Q explains the $17.0 million rise in R&D:

• BPL-003 (mebufotenin nasal spray for treatment-resistant depression): $10.1 million. That's $8.3 million of clinical costs, $1.5 million of manufacturing and $0.3 million of preclinical work, as Phase 3 activities started in Q2. Treatment-resistant depression (TRD) means depression that hasn't improved after several standard antidepressants. The Phase 3 program has two pivotal trials: ReConnection-1 with about 350 patients and ReConnection-2 with about 230. Both measure the change in a standard depression rating score (MADRS) at week 4.
• VLS-01 (a DMT film that dissolves inside the cheek, also for TRD): +$4.8 million, almost all for the Elumina Phase 2b trial. Phase 2b is a mid-stage trial meant to show whether the drug works well enough to justify Phase 3. The last patient has been dosed.
• People: +$4.5 million, including $2.1 million more in stock-based pay (pay in shares or options rather than cash), mostly from staff added with Beckley Psytech.
• Offsets: RL-007 costs fell $2.1 million after its Phase 2b schizophrenia trial ended, and EMP-01 (R-MDMA for social anxiety) costs fell $0.7 million after its Phase 2a study was completed.

Spending rose sharply within 2026 as well. R&D was $28.1 million in Q2 against $17.4 million in Q1, which shows the cost of running Phase 3. G&A (general and administrative: overhead such as executives, legal and finance) rose $2.9 million, and $2.6 million of that increase was stock-based compensation.

What the headline numbers hide

• The net loss is smaller than the operating loss because of paper gains. The line "change in fair value of assets and liabilities" added $10.0 million. It contains a $27.2 million gain on the company's stake in COMPASS Pathways, a listed peer whose shares rose. Against that was an $18.8 million loss on pre-funded warrant liabilities. These are warrants investors had already paid for, and the company records them as a liability that grows when its own share price rises. The quarter also had a $0.9 million loss on its bitcoin and a $2.4 million R&D tax-credit benefit from Canada, Australia and the UK. Without the fair-value items, the net loss would have been about $41.7 million, close to the $44.1 million operating loss. The operating loss is the better guide to what the business costs to run.
• Cash burn would have been higher without payables growing. Over the first half, operating cash outflow ($56.4 million) was a little below the net loss ($62.3 million). That's because $12.9 million of stock-based pay doesn't use cash and accounts payable rose $6.7 million, more than doubling from $4.9 million to $11.5 million. In other words, more bills were unpaid at quarter-end. Q2 operating outflow of about $35 million is a more realistic run rate than the H1 average.
• The cash pile was partly topped up by selling investments. Cash and short-term securities fell only $28.8 million in six months, while operations used $56.4 million. Selling 2.7 million COMPASS shares at an average of $8.97 brought in $23.6 million, and option exercises added $3.5 million. The company still held $34.0 million of COMPASS and $5.9 million of bitcoin at June 30. No new shares were sold: an at-the-market equity program set up in March was never used and ended when the Lilly deal was signed.
• EPS is flattered by dilution. Spread over last year's 196.6 million average shares, this quarter's loss would have been about $0.17 per share instead of $0.09. The share count roughly doubled mainly because of the stock issued to buy Beckley Psytech and the equity raised in 2025.
• Runway guidance got shorter on paper. In the Q1 10-Q the company said its cash would last "into 2029." The Q2 10-Q only says cash is enough for "at least the next 12 months" as a standalone company, and that its plan depends on the merger. That fits a company about to be acquired, but it also shows the "into 2029" estimate came before the costs of a full Phase 3 program.
• The prior year had its own one-offs: a $3.8 million gain on the Beckley Psytech stake, a $1.3 million loss from paying off its Hercules term loan early, and a $1.5 million foreign-exchange gain. They are another reason the net-loss comparison isn't like-for-like.

Takeaway: This was the quarter when AtaiBeckley's spending started to reflect Phase 3. R&D was up 61% from Q1, and quarterly operating cash burn rose to about $35 million against $192 million of cash. Shareholders sold before they would have had to pay for that through new share issues. Lilly's $6.75 cash price (about $2.8 billion in total, a 40% premium to the 30-day average price) replaces that funding risk. Any further upside for former holders now depends only on the CVR, and its largest payments depend on VLS-01, the less advanced drug.

Did last time's read hold up?

This is our first published analysis of AtaiBeckley or of the earlier atai Life Sciences, so there's no earlier outlook of ours to check. Against the company's own Q1 statements, the timelines stayed the same: Elumina topline results and the first BPL-003 Phase 2a Part 4 data (two doses with SSRI antidepressants) were both still expected in Q4 2026. The "into 2029" cash runway was replaced by the merger.

What's next

• The company no longer trades on its own. The merger closed on September 11, 2026. Each share was converted into $6.75 in cash plus one non-transferable CVR, and AtaiBeckley said it intends to file a Form 15 to stop SEC reporting, so this Q2 10-Q is its last quarterly report.
• CVR milestones. A former holder's remaining value depends on three payments. $1.00 if VLS-01 starts a Phase 3 trial within four years of closing. $0.50 if BPL-003 gets US approval and is moved out of the most restrictive drug-control category by the DEA ("rescheduling") within five years. $1.00 for the same two events for VLS-01 within seven years. The full $2.50 adds about $1.0 billion of possible value on top of the $2.8 billion upfront.
• Near-term catalysts are now Lilly's to disclose. The Elumina Phase 2b topline readout and the BPL-003 Part 4 data were both planned for Q4 2026. Elumina matters most for the CVR, because a positive result is the most direct route to the $1.00 Phase 3 milestone. It's unclear how much detail Lilly will publish on a small program inside a much larger company.
• Our view: BPL-003 had the stronger evidence: Breakthrough Therapy Designation from the FDA, a Phase 2b result and a defined two-trial Phase 3 design. That helps explain why its CVR payment is only $0.50. The $2.00 linked to VLS-01 reflects how much less is known about it. For a former shareholder, the CVR is best treated as a long-dated, uncertain payment. Treating it as close to cash would ignore that the biggest payment ($1.00 for VLS-01 approval and rescheduling) has a seven-year window.