Ventyx Biosciences Files Key Supplemental Disclosures on Proposed Merger with Eli Lilly

Summary of the Event

Ventyx Biosciences, Inc. (NASDAQ: VTYX) has filed a Form 8-K containing significant supplemental disclosures related to the proposed merger with Eli Lilly and Company. These disclosures, which amend and supplement the previously filed Definitive Proxy Statement (Schedule 14A), provide deeper insight into the background of the merger process, financial analysis performed by the company’s financial advisors, and potential implications for shareholders. This filing is highly relevant for investors as it contains price-sensitive information and addresses the company’s ongoing strategic transaction, which is a potential value-moving event.

Key Points from the Report

• Merger Details: Ventyx entered into an Agreement and Plan of Merger on January 7, 2026, with Eli Lilly (the “Parent”) and RYLS Merger Corporation (the “Merger Sub”). Under this agreement, Merger Sub will be merged with and into Ventyx, with Ventyx surviving as a wholly owned subsidiary of Eli Lilly.
• Supplemental Disclosures: The 8-K provides a series of material updates and clarifications to the original proxy statement, including detailed background on the sales process, discussions with other potential acquirers, financial analysis methodologies, management projections, and regulatory matters.
• Background of the Merger: After announcing positive topline results from the Phase 2 study of VTX3232 in October 2025, Ventyx executives reached out to several large biopharmaceutical companies—including Eli Lilly, Sanofi, and another unnamed party (“Party A”)—to explore strategic alternatives. Three companies received confidential information and performed advanced due diligence during the process.
• Financial Advisor Opinions: Both Jefferies LLC and Moelis & Company LLC provided fairness opinions on the merger consideration. Their analyses included discounted cash flow (DCF) models, fully diluted share counts, use of net operating loss carryforwards, market and transaction comparables, and consideration of potential partnership proceeds.
• Share Count for Analysis: For financial modeling and per-share value analysis, both advisors used a fully diluted share count of approximately 85.354 million as of January 5, 2026.
• Material Financial Assumptions: The company’s projections assumed:
  • Independent launch and commercialization of VTX2735 in recurrent pericarditis in 2030
  • Partner launch and commercialization of VTX3232 in cardiovascular risk reduction and Parkinson’s disease in 2032
  • Upfront partnership consideration of \$250 million in 2026
  • 15% flat royalty on worldwide sales for VTX3232
  • Regulatory milestones of \$500 million and \$200 million upon FDA approvals for cardiovascular and Parkinson’s indications, respectively
  • Net operating losses of \$51.8 million as of December 31, 2025, incorporated into the DCF modeling for future tax savings
• Employment Arrangements: As of the proxy statement date, no executive officers of Ventyx had reached any employment or retention agreements with Eli Lilly or the surviving company post-merger, though such agreements may be negotiated prior to the merger closing.
• Shareholder Litigation: The company disclosed that it has received demand letters from shareholders alleging material omissions in the proxy statement and is facing lawsuits regarding the merger. Ventyx believes these are without merit but cannot assure shareholders of the outcomes or that additional lawsuits will not be filed.
• Regulatory Filings: Both Ventyx and Lilly have filed the necessary notifications with regulatory authorities, as required for the merger to proceed.
• Additional Solicitation Information: The company reiterated that its directors and executive officers are participants in the proxy solicitation for the merger and directed shareholders to SEC filings for further information.
• Forward-Looking Statements and Risks: The filing included a comprehensive caution regarding forward-looking statements, highlighting risks such as failure to obtain shareholder or regulatory approval, competing offers, delays, or failure to close the merger, and other operational risks that could materially impact Ventyx’s share value.

Potential Price-Sensitive Information

• Merger Progress: The detailed timeline, negotiations with multiple parties, and advanced due diligence by major pharma companies underscore the strategic value of Ventyx and its lead assets, which may impact investor expectations and share price.
• Financial Forecasts: The disclosure of key projections, including major partnership milestones and anticipated royalties, provides a clearer picture of potential future cash flows, which is crucial for valuation.
• Litigation Risk: Ongoing and potential future shareholder lawsuits regarding the merger and proxy disclosures could affect deal certainty and timing, which is material for investors.
• Unsettled Executive Arrangements: The lack of finalized executive retention or employment agreements suggests possible management changes post-merger, which could affect integration and future operations.
• Regulatory and Approval Risks: Any delay or failure in obtaining regulatory or shareholder approval could jeopardize the transaction, impacting stock performance.

Conclusion

The supplemental disclosures provided by Ventyx Biosciences in this 8-K filing are highly material for shareholders. They not only offer transparency on the merger process and underlying valuation work but also clarify future milestones, risks, and litigation affecting the transaction. Investors should closely monitor the progress of shareholder and regulatory approvals, as well as the outcome of ongoing and potential litigation, all of which can have significant effects on the value of Ventyx shares in the near term.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. All forward-looking statements are subject to risks and uncertainties. Investors should read the full filings and consult with their financial advisors before making investment decisions. The author is not responsible for any actions taken based on this report.

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