Form 4: Verve Therapeutics Completes Acquisition by Eli Lilly; Director's Holdings Converted

Verve Therapeutics, Inc. has completed its merger with Eli Lilly and Company, becoming a wholly-owned subsidiary, with shareholders receiving cash and contingent value rights.

Summary

• Verve Therapeutics, Inc. has been acquired by Eli Lilly and Company, with its indirect wholly-owned subsidiary, Ridgeway Acquisition Corporation, merging into Verve.
• The merger became effective on July 25, 2025, at which point Verve Therapeutics became a wholly-owned subsidiary of Eli Lilly.
• Shareholders who tendered their shares received $10.50 per share in cash and one non-tradable contingent value right (CVR).
• Each CVR represents a contractual right to receive a contingent payment of up to $3.00 upon the achievement of a specified milestone related to Verve's business.
• Stock options with an exercise price less than the $10.50 cash consideration were cancelled, with holders receiving cash equal to the difference between the cash consideration and the exercise price, multiplied by the number of shares, plus one CVR per share.
• Dr. Krishna Yeshwant, a Director and 10% owner, reported the disposition of 6,108,442 shares held by GV 2017 L.P., 4,260,047 shares by GV 2019 L.P., and 1,800,000 shares by GV 2023, L.P., as well as 136,139 and 42,200 stock options, all due to the merger.

Sentiment

Score: 7

Explanation: The completion of the merger provides certainty for shareholders, offering a fixed cash payment and potential upside via a CVR. While the company is no longer public, the terms were pre-negotiated, and the CVR offers a positive contingent outcome. For the reporting person, it's a standard disposition due to an acquisition.

Positives

• Verve Therapeutics shareholders received a fixed cash consideration of $10.50 per share, providing immediate liquidity and certainty.
• Shareholders also received a contingent value right (CVR) potentially worth up to an additional $3.00 per share, offering upside potential based on future milestone achievement.
• The completion of the merger provides a clear exit strategy and valuation for Verve's public shareholders.

Negatives

• Verve Therapeutics is no longer an independent publicly traded company, becoming a wholly-owned subsidiary of Eli Lilly.
• The contingent payment from the CVR is not guaranteed and depends on the achievement of a specific milestone, introducing uncertainty.
• The CVRs are non-tradable, limiting liquidity for this portion of the consideration.

Risks

• The contingent payment of up to $3.00 per CVR is subject to the achievement of a certain specified milestone, meaning the full value may not be realized.

Future Outlook

The future outlook for former Verve Therapeutics shareholders includes the potential to receive an additional contingent payment of up to $3.00 per CVR, dependent on the achievement of a specific business milestone.

Industry Context

This filing reflects a common trend in the biotechnology and pharmaceutical sectors where larger pharmaceutical companies acquire smaller, innovative biotech firms to expand their pipelines and intellectual property, often through tender offers followed by mergers.

Related Party Transactions

• The filing details the indirect beneficial ownership of shares by Dr. Yeshwant through GV 2017 L.P., GV 2019 L.P., and GV 2023, L.P., which are affiliated with Alphabet Inc. Dr. Yeshwant disclaims beneficial ownership except for his pecuniary interest.

Stakeholder Impact

• Shareholders: Received $10.50 per share in cash and one non-tradable contingent value right (CVR) for each share, providing liquidity and potential future upside.
• Employees: Verve Therapeutics is now a wholly-owned subsidiary of Eli Lilly, which may lead to integration and operational changes impacting employees.

Next Steps

• Achievement of the specified milestone for the contingent value right (CVR) payment.

Key Dates

Keywords

Verve Therapeutics, Eli Lilly, Merger, Acquisition, Tender Offer, Contingent Value Right, CVR, Stock Option, Form 4, Beneficial Ownership, VERV, Pharmaceutical, Biotechnology, Gene Editing