Affinity Asset Advisors, LLC and Michael Cho report a 9% beneficial stake in Ventyx Bioscience, Inc. common stock. They report beneficial ownership of 6,465,041 shares, including listed call options exercisable for 800,000 shares, based on 71,750,148 shares outstanding as of December 31, 2025.
The position is held through Affinity Healthcare Fund, LP, for which Affinity Asset Advisors acts as investment manager and exercises voting and investment power. The filers certify the investment is held in the ordinary course of business and not for the purpose of influencing control of Ventyx Bioscience.
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Insights
Affinity and Michael Cho disclose a 9% institutional stake in Ventyx Bioscience via Affinity Healthcare Fund.
Affinity Asset Advisors and Michael Cho report beneficial ownership of 6,465,041 Ventyx Bioscience shares, representing about 9% of the outstanding common stock. The stake is held through Affinity Healthcare Fund, with Affinity as investment manager exercising voting and investment power.
The filing is structured as a passive Schedule 13G/A, with the filers certifying that the securities are held in the ordinary course of business and not to change or influence control. This suggests an investment position rather than an activist campaign at this time.
Ownership levels and voting power are based on 71,750,148 shares outstanding as of December 31, 2025, as referenced from Ventyx Bioscience’s preliminary proxy statement. Future ownership reports, if any, would show whether this position grows, shrinks, or converts to a different filing status.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Ventyx Bioscience, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
92332V107
(CUSIP Number)
01/22/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
92332V107
1
Names of Reporting Persons
Affinity Asset Advisors, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
6,465,041.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
6,465,041.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,465,041.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
92332V107
1
Names of Reporting Persons
Michael Cho
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
6,465,041.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
6,465,041.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,465,041.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Ventyx Bioscience, Inc.
(b)
Address of issuer's principal executive offices:
12790 El Camino Real, Suite 200, San Diego, California, 92130
Item 2.
(a)
Name of person filing:
Affinity Asset Advisors, LLC
Michael Cho
(b)
Address or principal business office or, if none, residence:
450 Park Avenue
Suite 1403
New York, NY 10022
(c)
Citizenship:
Affinity Asset Advisors, LLC is a Delaware limited liability company, and Michael Cho is an individual and is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(e)
CUSIP No.:
92332V107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The securities reported herein are directly held by Affinity Healthcare Fund, LP (the "Fund"). Affinity Asset Advisors, LLC (the "Adviser") is the investment manager of the Fund and exercises voting and investment power over the securities held directly by the Fund reported herein pursuant to an investment management agreement between the Adviser, the Fund, and the general partner of the Fund. The Adviser may be deemed to beneficially own the securities reported herein held by the Fund by virtue of its position as investment manager of the Fund. Michael Cho, the managing member of the Adviser, may be deemed a beneficial owner of the securities reported herein held directly by the Fund.
As of the date hereof, the Adviser and Mr. Cho (collectively, the "Reporting Persons") beneficially own 5,665,041 shares of common stock, par value $0.0001 per share ("Common Stock"), of Ventyx Bioscience, Inc. (the "Issuer"). In addition, the Fund directly holds listed call options that are exercisable to purchase 800,000 shares of Common Stock.
As of December 31, 2025, the Fund and the Adviser beneficially owned 6,484,558 shares of Common Stock.
(b)
Percent of class:
As of the date hereof, the Reporting Persons beneficially own approximately 9.0% of the Common Stock outstanding. As of December 31, 2025, the Fund and the Adviser beneficially owned approximately 9.0% of the Common Stock outstanding.
The percentages disclosed above are based on 71,750,148 shares of Common Stock of the Issuer outstanding as of December 31, 2025, as set forth in the Issuer's Preliminary Proxy Statement filed with the Securities and Exchange Commission on January 22, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
As of the date hereof, the Reporting Persons have sole power to vote or to direct the vote of 6,465,041 shares of Common Stock. As of December 31, 2025, the Fund and the Adviser had sole power to vote or to direct the vote of 0 shares of Common Stock.
(ii) Shared power to vote or to direct the vote:
As of the date hereof, the Reporting Persons have shared power to vote or to direct the vote of 0 shares of Common Stock. As of December 31, 2025, the Fund and the Adviser had shared power to vote or to direct the vote of 6,484,558 shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition of:
As of the date hereof, the Reporting Persons have sole power to dispose or to direct the disposition of 6,465,041 shares of Common Stock. As of December 31, 2025, the Fund and the Adviser had sole power to dispose or to direct the disposition of 0 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of:
As of the date hereof, the Reporting Persons have shared power to dispose or to direct the disposition of 0 shares of Common Stock. As of December 31, 2025, the Fund and the Adviser had shared power to dispose or to direct the disposition of 6,484,558 shares of Common Stock.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Affinity Asset Advisors, LLC
Signature:
/s/ Andrew Weinstein
Name/Title:
Andrew Weinstein, Chief Financial Officer and Chief Compliance Officer
What stake in Ventyx Bioscience (VTYX) does Affinity Asset Advisors report?
Affinity Asset Advisors, LLC and Michael Cho report beneficial ownership of 6,465,041 Ventyx Bioscience common shares. This represents approximately 9.0% of the company’s outstanding common stock, based on 71,750,148 shares outstanding as of December 31, 2025, from Ventyx’s preliminary proxy statement.
How is Affinity’s Ventyx Bioscience (VTYX) position held and managed?
The Ventyx Bioscience position is held directly by Affinity Healthcare Fund, LP. Affinity Asset Advisors, LLC acts as the investment manager to the fund, exercising voting and investment power, while Michael Cho, as managing member of Affinity, may be deemed a beneficial owner of the reported securities.
What portion of Affinity’s Ventyx (VTYX) holdings are from options?
Affinity Healthcare Fund directly holds listed call options exercisable into 800,000 Ventyx Bioscience common shares. These option shares are included in the total beneficial ownership figure of 6,465,041 shares reported by Affinity Asset Advisors, LLC and Michael Cho in the Schedule 13G/A filing.
Is Affinity’s Ventyx Bioscience (VTYX) stake passive or activist?
Affinity and Michael Cho filed on Schedule 13G/A and certified the holdings are acquired and held in the ordinary course of business. They state the securities are not held for the purpose of changing or influencing control of Ventyx Bioscience, indicating a passive investment posture.
What ownership percentage in Ventyx Bioscience (VTYX) triggers this Schedule 13G/A?
The filing reflects that Affinity and Michael Cho beneficially own about 9.0% of Ventyx Bioscience’s outstanding common stock. U.S. securities rules require Schedule 13D or 13G reports when an investor exceeds 5% beneficial ownership in a voting class of a public company’s equity securities.
Which date does Affinity use to calculate its Ventyx (VTYX) ownership percentage?
Affinity and Michael Cho base their approximately 9.0% ownership calculation on 71,750,148 Ventyx Bioscience common shares outstanding as of December 31, 2025. That share count comes from Ventyx’s Preliminary Proxy Statement filed with the Securities and Exchange Commission on January 22, 2026.
