Ventyx Biosciences, Inc. filings document the company’s transition from a Nasdaq-listed clinical-stage biopharmaceutical issuer to a wholly owned subsidiary of Eli Lilly and Company. The record includes Form 8-K disclosures for the completed merger, shareholder voting results, material agreements, compensation arrangements and reported financial results.
Later corporate-status filings include Form 25 disclosure for removal of Ventyx common stock from Nasdaq listing and Form 15 disclosure for termination of registration or suspension of Exchange Act reporting obligations. Earlier filings also cover capital-structure matters, governance, risk factors and clinical or regulatory disclosures tied to the company’s oral small-molecule drug-development programs.
Ventyx Biosciences (Common Stock): Tang Capital affiliates filed an amended Schedule 13G/A stating they beneficially own 0 shares of common stock, representing 0% of the class. The amendment lists entity relationships and addresses and is signed by Kevin Tang as manager and CEO.
Affinity Asset Advisors, LLC and Michael Cho amended a Schedule 13G/A reporting their holdings in Ventyx Bioscience, Inc. As of March 31, 2026, the reporting persons beneficially own 0 shares of common stock, representing 0.0% of the class. The filing lists zero sole or shared voting and dispositive power as of that date.
Ventyx Biosciences, Inc. Schedule 13G/A amendment shows that Glazer Capital, LLC and Paul J. Glazer report 0 shares beneficially owned of Common Stock (CUSIP 92332V107), representing 0% of the class. The filing lists Glazer Capital as investment manager for certain funds and provides the reporting persons' business address and signatures dated 05/14/2026.
Ventyx Biosciences, Inc. has been acquired by Eli Lilly and Company through a merger in which each share of Ventyx common stock was converted into the right to receive $14.00 per share in cash, subject to tax withholding. A major shareholder, Somasundaram Subramaniam, reports that, as a result, he no longer beneficially owns any Ventyx securities.
Before the merger, shares held through NSV Partners III, L.P. and New Science Ventures, LLC were distributed on a pro rata basis for no consideration. Following the merger’s effective time, all stock options held by the reporting person were canceled and converted into cash based on the $14.00 merger consideration above the applicable exercise prices.
Ventyx Biosciences has been acquired by Eli Lilly and Company, with Ventyx becoming a wholly owned subsidiary through a merger. Under the merger agreement, each share of Ventyx common stock was converted into the right to receive $14.00 in cash per share, without interest, at the merger’s effective time.
Senior VP of Finance Roy Gonzales reported dispositions to the issuer of multiple stock option awards covering an aggregate of 281,700 options and 5,313 common shares. In-the-money options were automatically cancelled and converted into a cash payment equal to the spread over the $14.00 per-share price, while underwater options were cancelled for no consideration, in each case pursuant to the merger agreement.
Ventyx Biosciences, Inc. became a wholly owned subsidiary of Eli Lilly and Company through a merger in which Eli Lilly’s RYLS Merger Corporation combined with Ventyx. At the effective time of the merger, each Ventyx share was converted into the right to receive $14.00 in cash per share, subject to the merger agreement terms.
A fund group referred to as the NSV Funds disposed of an aggregate 3,337,495 shares of common stock, held by NSV Investments I, L.P., NSV Partners III, L.P., New Science Ventures, LLC, and NSV Partners II, LLC, in exchange for this cash consideration. Director Subramaniam Somu may be deemed to have voting and dispositive power over these entities but disclaims beneficial ownership except for his pecuniary interest.
Several stock options held by the reporting person were also affected. In-the-money options were automatically cancelled and converted into a cash payment equal to the number of option shares multiplied by the excess of the $14.00 per share price over the option exercise price, less withholding taxes. Fully vested options with exercise prices above $14.00 per share were cancelled for no consideration.
Ventyx Biosciences director William Richard White reported the disposition of multiple stock options on March 4, 2026 in transactions with the issuer. The footnotes explain these were mechanical changes tied to Ventyx’s merger with Eli Lilly and Company, which made Ventyx a wholly owned subsidiary.
At the merger’s effective time, options with exercise prices at or below $14.00 per share were automatically cancelled and converted into a cash right based on the spread to the merger per-share price. Fully vested options with exercise prices above that per-share price were automatically cancelled for no consideration.