Ventyx Biosciences (NASDAQ: VTYX) deregisters shares after Eli Lilly merger

Rhea-AI Filing Summary

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.

Insights

Corporate Transactions Counsel

Deregistration follows a completed merger, ending resale programs tied to prior private placements.

The filing amends two Form S-3 registration statements to remove from registration up to 11,174,000 shares and up to 7,060,100 shares issuable on conversion of 70,601 Series A Preferred Stock; the removal is triggered by the Merger described in the filing.

Impact depends on the Merger Agreement terms; the filing states the company became a wholly owned subsidiary of Eli Lilly and Company, and timing and cash-flow treatment are governed by the Merger Agreement attached to the referenced Form 8-K.

Capital Markets Analyst

Administrative deregistration removes potential resale overhang tied to private placements.

The Post-Effective Amendments terminate the effectiveness of Registration Nos. 333-278584 and 333-283076, removing any unsold registered shares described above. The filing explicitly links the termination to the Merger consummated on in the filing.

Subsequent disclosures or filings by the Parent may describe treatment of former holders; this filing itself states the Registrant has terminated offerings and removed unsold securities.

As filed with the Securities and Exchange Commission on March 4, 2026

Registration No. 333-278584

Registration No. 333-283076

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-278584

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-283076

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Ventyx Biosciences, Inc.

(Exact name of registrant as specified in its charter)

Delaware		83-2996852
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Eli Lilly and Company Global Headquarters

Lilly Corporate Center

Indianapolis, Indiana 46285

(317) 276-2000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jonathan R. Haug

President

Ventyx Biosciences, Inc.

Eli Lilly and Company Global Headquarters

Lilly Corporate Center

Indianapolis, Indiana 46285

(317) 276-2000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Emily Oldshue

Michael D. Beauvais

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, Massachusetts 02199

(617) 951-7000

(Approximate date of commencement of proposed sale to the public): Not applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF SECURITIES

These Post-Effective Amendments (these “Post-Effective Amendments”) are being filed by Ventyx Biosciences, Inc. (the “Registrant”) to deregister any and all securities, registered but unsold or otherwise unissued as of the date hereof under the following Registration Statements on Form S-3 (each, a “Registration Statement”, and collectively, the “Registration Statements”) previously filed by the Registrant with the U.S. Securities and Exchange Commission (the “SEC”):

•		Registration Statement No. 333-278584, filed with the SEC on April 9, 2024, registering the offering and resale by certain selling stockholders from time to time of up to 11,174,000 shares of the Registrant’s common stock, par value $0.0001 per share (“Common Stock”) that were sold and issued to the selling stockholders in a private placement pursuant to a stock purchase agreement, dated March 6, 2024.
•		Registration Statement No. 333-283076, filed with the SEC on November 7, 2024, registering the offering and resale by a certain selling stockholder from time to time of up to 7,060,100 shares of Common Stock issuable upon conversion of 70,601 shares of Series A Non-Voting Convertible Preferred Stock (“Series A Preferred Stock”) by the selling stockholder. The shares of Series A Preferred Stock were sold and issued to the selling stockholders in a private placement pursuant to a stock purchase agreement, dated September 23, 2024.

On March 4, 2026, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 7, 2026, by and among the Registrant, Eli Lilly and Company (“Parent”) and RYLS Merger Corporation (“Merger Sub”), Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent. As a result of the transactions contemplated by the Merger Agreement, the Registrant has terminated any and all offerings and sales of securities pursuant to the Registration Statements. In accordance with the undertakings made by the Registrant in each Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities of the Registrant registered under such Registration Statement which remain unsold at the termination of the offering, the Registrant hereby terminates the effectiveness of each Registration Statement and removes from registration all of the securities that remain unsold under each Registration Statement as of the date hereof, if any. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities. After giving effect to these Post-Effective Amendments, there will be no remaining securities registered by the Registrant pursuant to the Registration Statements.

The foregoing description of the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, which is attached as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 7, 2026.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, State of Indiana, on March 4, 2026.

VENTYX BIOSCIENCES, INC.
By:		/s/ Jonathan R. Haug
Name:		Jonathan R. Haug
Title:		President

No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.

FAQ

What did Ventyx Biosciences (VTYX) deregister?

Ventyx deregistered up to 11,174,000 shares of Common Stock and up to 7,060,100 shares issuable upon conversion of 70,601 Series A Preferred Stock, removing unsold securities from two Form S-3 registrations.

Why did Ventyx file Post-Effective Amendments?

The Post-Effective Amendments remove unsold registered securities because the Registrant completed a Merger on March 4, 2026, after which it became a wholly owned subsidiary of Eli Lilly and Company.

Which registration statements were affected by the deregistration?

Registration Statement No. 333-278584 (up to 11,174,000 shares) and Registration Statement No. 333-283076 (up to 7,060,100 shares issuable on conversion of 70,601 Series A Preferred Stock) were terminated.

Does the filing state who receives proceeds from the prior offerings?

The filing states the registrations covered resale by selling stockholders; it terminates those offerings after the Merger. It does not state proceeds recipients beyond identifying the transactions as resale offerings.

Is there any remaining registered stock under these S-3s after the amendment?

After giving effect to these Post-Effective Amendments, the filing states there will be no remaining securities registered by the Registrant pursuant to the two Registration Statements.