Ventyx Biosciences, Inc. 8-K

What Happened
Ventyx Biosciences, Inc. announced on January 7, 2026 that it entered into a definitive Agreement and Plan of Merger with Eli Lilly and Company and Lilly’s subsidiary RYLS Merger Corporation. Under the agreement, Merger Sub will merge into Ventyx and Ventyx will become a wholly owned subsidiary of Eli Lilly. The Ventyx board has approved the Merger; a special stockholder meeting to vote on the Merger will be scheduled after the customary SEC review of the proxy materials.

Key Details

• Cash consideration: $14.00 per share of Ventyx common stock; $1,400.00 per share for outstanding preferred stock.
• Equity awards: outstanding stock options will be cancelled and either cashed out based on the excess of $14.00 over the exercise price (if in-the-money) or cancelled for no value if out-of-the-money; RSUs (vested or unvested) will be cashed out at $14.00 per share.
• Closing conditions: usual conditions including stockholder approval, HSR antitrust clearance, absence of prohibiting laws/orders, no continuing material adverse effect, and other customary consents. Target termination date: Effective Time must occur by 11:59 p.m. ET on October 7, 2026 (subject to certain extensions).
• Break fee and support: Ventyx may owe a $44,000,000 termination fee in specified circumstances; voting and support agreements were executed with Ventyx directors, officers and affiliates of New Science Ventures who collectively control ~10% of outstanding common shares and have agreed to vote in favor of the Merger.

Why It Matters
This is a definitive cash acquisition that provides immediate liquidity to Ventyx common shareholders at $14 per share if the transaction closes. The treatment of equity awards means option holders will receive cash only if their options are in-the-money at closing; out-of-money options will be cancelled without payment. Approval by shareholders and regulatory clearances are required, so the deal is not final until closing conditions are satisfied. Investors should review the forthcoming proxy statement for more details, timelines and risks.