# Ventyx Biosciences, Inc. — merger [completed]
Source: SEC API (secapi.ai) · situation sit_d491e967675cc962991c · retrieved 2026-08-12T21:29:08.310Z

## Overview
Ventyx Biosciences is a clinical-stage biopharmaceutical company developing innovative oral therapies for patients with autoimmune, inflammatory, and neurodegenerative diseases, with expertise in medicinal chemistry, structural biology, and immunology; its lead candidates are VTX2735, a peripheral NLRP3 inflammasome inhibitor, and VTX3232, a CNS-penetrant NLRP3 inhibitor.

On January 7, 2026, Ventyx Biosciences agreed to be acquired by Eli Lilly and Company (Lilly) for approximately $1.2 billion in an all-cash transaction. Under the merger agreement, Lilly's wholly owned subsidiary RYLS Merger Corporation will merge with and into Ventyx, with Ventyx surviving as a wholly owned subsidiary of Lilly. Each outstanding share of Ventyx common stock will be converted into the right to receive $14.00 per share in cash, without interest and less applicable tax withholdings, representing a 62% premium to the 30-day volume-weighted average trading price as of January 5, 2026. Each outstanding share of preferred stock will receive $1,400.00 per share. The merger is expected to close in the first half of 2026, subject to customary closing conditions including stockholder approval and HSR Act clearance (initial 30-day waiting period expires February 23, 2026).

## Terms
- Counterparty: Eli Lilly and Company · Deal value: $1.20B · Consideration: cash · Premium: 62.0% · Price/share: $14

## Key dates
- Announced 2026-02-02 · Record 2026-01-21 · Vote 2026-03-03 · Completed 2026-03-04

## Timeline
- 2026-02-02 · DEFM14A (0001193125-26-033610): DEFM14A - Ventyx Biosciences, Inc. — *Ventyx Biosciences is a clinical-stage biopharmaceutical company developing innovative oral therapies for patients with autoimmune, inflammatory, and neurodegenerative diseases, with expertise in medicinal chemistry, structural biology, and immunology; its lead candidates are VTX2735, a peripheral NLRP3 inflammasome inhibitor, and VTX3232, a CNS-penetrant NLRP3 inhibitor.* On January 7, 2026, Ventyx Biosciences agreed to be acquired by Eli Lilly and Company (Lilly) for approximately $1.2 billion in an all-cash transaction. Under the merger agreement, Lilly's wholly owned subsidiary RYLS Merger Corporation will merge with and into Ventyx, with Ventyx surviving as a wholly owned subsidiary of Lilly. Each outstanding share of Ventyx common stock will be converted into the right to receive $14.00 per share in cash, without interest and less applicable tax withholdings, representing a 62% premium to the 30-day volume-weighted average trading price as of January 5, 2026. Each outstanding share of preferred stock will receive $1,400.00 per share. The merger is expected to close in the first half of 2026, subject to customary closing conditions including stockholder approval and HSR Act clearance (initial 30-day waiting period expires February 23, 2026).
  https://www.sec.gov/Archives/edgar/data/1851194/0001193125-26-033610.txt
- 2026-03-04 · 8-K (0001193125-26-090059): 8-K 8-K
  https://www.sec.gov/Archives/edgar/data/1851194/000119312526090059/d116049d8k.htm

## Citations
- 0001193125-26-033610 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526033610
- 0001193125-26-090059 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526090059