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.
Moore Matthew Richard reported disposition transactions in this Form 4 filing.
Ventyx Biosciences Chief Operating Officer Matthew Richard Moore reported the cancellation of two stock option awards in connection with the company’s merger with Eli Lilly and Company. A Lilly subsidiary merged into Ventyx, leaving Ventyx as a wholly owned subsidiary of Lilly.
At the merger’s effective time, options covering 145,000 and 320,000 shares of Ventyx common stock were automatically canceled. Because each option had an exercise price per share less than or equal to $14.00, they were converted into a right to receive cash equal to the number of shares underlying each option multiplied by the excess, if any, of $14.00 over the option’s exercise price, less applicable taxes.
Ventyx Biosciences director Onaiza Cadoret-Manier reported the disposition of stock options to the company in connection with its merger with Eli Lilly and Company. The filing explains that RYLS Merger Corporation merged into Ventyx, which survived the merger and became a wholly owned subsidiary of Eli Lilly.
At the effective time of the merger, any reported option with an exercise price per share less than or equal to the $14.00 per share cash merger price was automatically cancelled and converted into a right to receive cash equal to the number of option shares multiplied by the excess of $14.00 over the option’s exercise price, less applicable withholding taxes. Options with an exercise price per share greater than $14.00 were automatically cancelled at the effective time for no consideration.
Ventyx Biosciences director Allison Hulme reported the disposition of stock options in connection with the company’s merger with Eli Lilly. At the merger’s effective time, vested options with exercise prices at or below $14.00 per share were automatically cancelled and converted into cash equal to the per-share merger price minus the option exercise price. Fully vested options with exercise prices above $14.00 per share were automatically cancelled for no consideration under the merger agreement.
Ventyx Biosciences director Sheila Gujrathi reported automatic dispositions of equity awards and shares in connection with the company’s merger with Eli Lilly. At the merger’s effective time, common shares, including those held by the Jordan Yechiel Cohen and Sheila Kumari Gujrathi AB Living Trust, were converted into the right to receive $14.00 per share in cash, subject to the merger agreement terms.
Multiple stock options to buy Ventyx common stock were also cancelled. Options with exercise prices at or below $14.00 were converted into cash based on the spread between $14.00 and their exercise price, less applicable taxes. Fully vested options with exercise prices above $14.00 were cancelled for no consideration.
Ventyx Biosciences chief scientific officer John Nuss reported the disposition of his equity awards in connection with the company’s cash merger with Eli Lilly. A Lilly subsidiary merged into Ventyx, which now operates as a wholly owned subsidiary of Eli Lilly.
At the merger’s effective time, his common shares and unvested restricted stock units were automatically converted into the right to receive $14.00 in cash per share, subject to the merger agreement’s terms. Stock options with exercise prices at or below $14.00 per share were cancelled and converted into cash based on the spread to the $14.00 per-share price, while fully vested options with exercise prices above $14.00 were cancelled for no consideration. The Form 4 lists, among other positions, 9,063 restricted stock units, several option awards, and 489,481 common shares disposed back to the issuer.
Ventyx Biosciences CEO and President Mohan Raju reported the cancellation and cash-out of his equity holdings in connection with Ventyx’s merger with Eli Lilly. At the merger’s effective time, his restricted stock units and several stock options were automatically cancelled and converted into the right to receive cash based on a $14.00 per share price, or cancelled for no consideration, pursuant to the Merger Agreement. A total of 2,372,863 shares of common stock were similarly converted into a cash right, leaving no directly held Ventyx common shares or related options reported after these issuer dispositions.
Ventyx Biosciences Chief Medical Officer Mark S. Forman reported automatic dispositions of his equity in connection with Ventyx’s merger with Eli Lilly and Company. Two stock option awards covering 85,000 and 350,000 shares were cancelled and converted into cash at the merger’s effective time under the merger agreement terms.
In addition, 6,000 shares of common stock were automatically converted into the right to receive $14.00 in cash per share, without interest, consistent with the merger consideration paid to other shareholders.
Ventyx Biosciences, Inc. is filing post-effective amendments to deregister securities previously registered for resale under two Form S-3 registration statements.
The amendments remove registration for up to 11,174,000 shares of common stock (Registration No. 333-278584) and for up to 7,060,100 shares of common stock issuable upon conversion of 70,601 shares of Series A Preferred Stock (Registration No. 333-283076). These removals follow the Merger in which Ventyx became a wholly owned subsidiary of Eli Lilly and Company pursuant to the Merger Agreement dated January 7, 2026, with the Merger effective March 4, 2026.
Ventyx Biosciences, Inc. is deregistering unsold securities previously covered by two Form S-3 registration statements that had registered resale offerings of common stock.
The Company removes from registration up to 11,174,000 shares of Common Stock (Registration No. 333-278584) and up to 7,060,100 shares of Common Stock issuable upon conversion of 70,601 shares of Series A Preferred Stock (Registration No. 333-283076). These Post-Effective Amendments terminate each Registration Statement and remove any unsold securities as of the filing date, following the Merger in which Ventyx became a wholly owned subsidiary of Eli Lilly and Company.
Ventyx Biosciences, Inc. notified the Nasdaq Stock Market LLC of the removal of its Common Stock from listing and/or registration under Section 12(b) of the Securities Exchange Act of 1934.
The Nasdaq filing cites compliance with 17 CFR 240.12d2-2 procedures and shows an expiration date of March 31, 2018.