SCHEDULE: Ventyx Biosciences Acquired, Insider Sells Out

An insider group, including Somasundaram Subramaniam, has ceased beneficial ownership of Ventyx Biosciences, Inc. following its acquisition by Eli Lilly and Company for $14.00 per share in cash.

Summary

• Ventyx Biosciences, Inc. was acquired by Eli Lilly and Company through its subsidiary RYLS Merger Corporation on March 4, 2026.
• At the effective time of the merger, all common stock was converted into the right to receive $14.00 per share in cash, less any applicable tax withholding.
• Stock options held by the Reporting Person were canceled and converted into a cash amount equal to the product of the number of shares subject to the option multiplied by the excess of the $14.00 merger consideration over the option's exercise price.
• Prior to the merger, on February 27, 2026, 474,632 shares held by NSV Partners III, L.P. and 220,086 shares held by New Science Ventures, LLC were distributed on a pro rata basis for no consideration.
• Somasundaram Subramaniam, as a result of the merger, no longer beneficially owns any securities of Ventyx Biosciences, Inc. and ceased to be a beneficial owner of more than five percent of the Common Stock.
• The previously disclosed Voting and Support Agreement terminated in accordance with its terms.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as positive for former Ventyx shareholders who received a cash payout, and neutral for the market as it confirms a previously announced strategic acquisition.

Positives

• Shareholders received a definitive cash consideration of $14.00 per share for their common stock.
• Stock option holders received cash for their in-the-money options, providing liquidity.
• The merger provides a clear and complete exit strategy for investors in Ventyx Biosciences, Inc.

Negatives

• Ventyx Biosciences, Inc. common stock is no longer publicly traded, removing it as an investment option.
• The Reporting Person and associated entities no longer hold any equity in the company.

Risks

• No new risks identified as the company has been acquired and is no longer a publicly traded entity.

Future Outlook

The filing indicates the completion of the merger, resulting in Ventyx Biosciences, Inc. becoming a wholly-owned subsidiary of Eli Lilly and Company. As such, there is no independent future outlook for Ventyx Biosciences, Inc. as a publicly traded entity.

Industry Context

StockSavvy.ai notes that the acquisition of Ventyx Biosciences by Eli Lilly and Company reflects a continuing trend of larger pharmaceutical companies acquiring smaller biotechnology firms to bolster their pipelines and intellectual property. This strategy allows established players to integrate innovative research and development without the inherent risks and timeframes of internal development, particularly in specialized therapeutic areas.

Comparison to Industry Standards

• StockSavvy.ai observes that the $14.00 per share cash consideration aligns with typical acquisition premiums seen in the biotechnology sector for companies with promising assets or strategic value.
• For instance, similar acquisitions like Pfizer's acquisition of Seagen for $43 billion (approximately $229 per share) or Merck's acquisition of Prometheus Biosciences for $10.8 billion (approximately $200 per share) demonstrate the industry's willingness to pay significant premiums for companies with strong pipelines.
• The specific per-share value depends heavily on the target's stage of development, market capitalization, and specific therapeutic focus. The Ventyx deal, while smaller in scale, follows this pattern of cash-based transactions for strategic integration.

Stakeholder Impact

• Shareholders: Received $14.00 per share in cash, losing their equity stake in a publicly traded company.
• Employees: Ventyx Biosciences employees are now part of Eli Lilly and Company.
• Creditors: The company's obligations would transfer to the new subsidiary structure under Eli Lilly.

Key Dates

Keywords

Ventyx Biosciences, Eli Lilly, Merger, Acquisition, Schedule 13D/A, Beneficial Ownership, Common Stock, Cash Consideration, Somasundaram Subramaniam, NSV Partners, Biotechnology, Pharmaceuticals