Welcome to our dedicated page for Verve Therapeutics SEC filings (Ticker: VERV), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page aggregates historical SEC filings for Verve Therapeutics, Inc. (former Nasdaq: VERV), a clinical-stage company that has developed genetic medicines for cardiovascular disease and is now an indirect wholly-owned subsidiary of Eli Lilly and Company. The filings document Verve’s transition from an independent public issuer to a privately held subsidiary, as well as its prior reporting history as a Nasdaq-listed company.
Key documents include Form 8-K filings describing the Agreement and Plan of Merger among Verve, Eli Lilly, and Ridgeway Acquisition Corporation, the commencement and results of the tender offer for Verve’s common stock, and the completion of the merger under Delaware law. These filings explain that, upon closing, Verve’s shares were converted into the right to receive cash consideration plus a contingent value right, and that Verve became an indirect wholly-owned subsidiary of Eli Lilly.
Users can also review the Form 25 (25-NSE) filed with the SEC, which notifies the removal of Verve’s common stock from listing and registration on the Nasdaq Stock Market LLC. Following this, Verve filed a Form 15 to certify the termination of registration of its common stock under Section 12(g) of the Securities Exchange Act of 1934 and to suspend its duty to file reports under Sections 13 and 15(d). The Form 15 notes that there was one holder of record at the certification date, consistent with Verve’s status as a wholly-owned subsidiary.
Earlier periodic reports and other filings (such as Forms 10-K, 10-Q, and additional 8-Ks not fully reproduced here) provide context on Verve’s clinical-stage operations, collaborations, and financial reporting prior to the acquisition. On Stock Titan, AI-powered tools can be applied to these filings to highlight material events, summarize complex merger mechanics, and clarify the implications of delisting, deregistration, and changes in control for the historical VERV ticker.
Verve Therapeutics, Inc. (NASDAQ: VERV) filed Post-Effective Amendment No. 3 to its automatic shelf registration (Form S-3, File No. 333-267578) to terminate the registration and deregister all unsold securities previously available under the shelf.
- The original shelf (effective Sept 23 2022) covered up to $500 million in mixed securities and an additional $150 million of common stock under an at-the-market sale agreement with Jefferies.
- On July 25 2025, Verve completed its merger with Eli Lilly and Company; Ridgeway Acquisition Corp. was merged into Verve, which now operates as an indirect wholly owned subsidiary of Lilly.
- Because the company is no longer an independent public issuer, all offerings under the shelf have been permanently terminated.
Verve Therapeutics, Inc. ("Verve") filed Post-Effective Amendment No. 1 to five previously effective Form S-8 registration statements that in aggregate covered approximately 31.2 million shares of common stock reserved for the company’s 2018 Equity Incentive Plan, 2021 Stock Incentive Plan, Amended & Restated 2021 Employee Stock Purchase Plan, and 2024 Inducement Stock Incentive Plan.
On 25 July 2025, Verve completed its merger with Eli Lilly and Company through Ridgeway Acquisition Corporation and is now an indirect, wholly-owned Lilly subsidiary. Because Verve will no longer issue shares to the public, it has terminated all offerings under the S-8s and is deregistering any unsold shares that remained available under the equity plans. After effectiveness of these amendments, no Verve securities remain registered with the SEC pursuant to the referenced S-8 filings.
The document is purely administrative: it does not introduce new financing, earnings data, or changes to plan terms. It simply formalises the cleanup of outstanding share registrations following the closing of the Lilly transaction.
Verve Therapeutics, Inc. (VERV) has filed Post-Effective Amendment No. 1 to each of its five outstanding Form S-8 registration statements. The amendments formally deregister all unsold shares—originally up to roughly 31.18 million shares reserved for the 2018 Equity Incentive Plan, 2021 Stock Incentive Plan, Amended & Restated 2021 ESPP and the 2024 Inducement Plan.
The administrative action follows the 25 July 2025 closing of the merger under which Ridgeway Acquisition Corp., a subsidiary of Eli Lilly & Co., merged with Verve. Verve survives as an indirect, wholly owned Lilly subsidiary, and all public offerings of its common stock have been terminated. In line with undertakings in each S-8, the company is required to remove from registration any securities that remained unsold once the plans ceased to issue shares.
Investor impact: The filing is procedural, confirming that no Verve equity will be issued post-merger. It eliminates potential future dilution but does not alter the economic terms previously agreed for shareholders in the Lilly acquisition.