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 has received a tender offer from Eli Lilly through its subsidiary Ridgeway Acquisition Corporation. The offer consists of $10.50 per share in cash plus one non-tradable contingent value right (CVR) worth up to $3.00 per share, contingent on achieving specific clinical milestones.
Key terms of the tender offer include:
- Expiration date: July 23, 2025, at 11:59 p.m. Eastern Time
- Minimum tender condition requires majority of outstanding shares
- CVR payment triggered by first U.S. Phase 3 trial dosing for atherosclerotic cardiovascular disease (ASCVD) product
- CVR milestone must be achieved within 10 years of closing
The deal will proceed as a merger under Delaware law Section 251(h) after tender completion. Key conditions include HSR Act clearance, no legal restraints, and no material adverse effects. As of June 20, 2025, Verve had 89,320,995 shares outstanding.