ex24-04162024_080421.htm

0001415889-24-010891.txt : 20240416 0001415889-24-010891.hdr.sgml : 20240416 20240416165030 ACCESSION NUMBER: 0001415889-24-010891 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240412 FILED AS OF DATE: 20240416 DATE AS OF CHANGE: 20240416 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Subramaniam Somu CENTRAL INDEX KEY: 0001508910 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40928 FILM NUMBER: 24848454 MAIL ADDRESS: STREET 1: C/O ICAD INC STREET 2: 98 SPIT BROOK ROAD SUITE 100 CITY: NASHUA STATE: NH ZIP: 03062 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ventyx Biosciences, Inc. CENTRAL INDEX KEY: 0001851194 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 832996852 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12790 EL CAMINO REAL, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: (858) 945-2393 MAIL ADDRESS: STREET 1: 12790 EL CAMINO REAL, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 4 1 form4-04162024_080418.xml X0508 4 2024-04-12 0001851194 Ventyx Biosciences, Inc. VTYX 0001508910 Subramaniam Somu C/O VENTYX BIOSCIENCES, INC. 12790 EL CAMINO REAL, SUITE 200 SAN DIEGO CA 92130 true false true false 0 Common Stock 2024-04-12 4 J 0 695339 0 D 7744296 I See Footnote NSV Investments III, L.P. distributed shares to its limited partners on a pro rata basis, for no consideration. NSV Partners III, L.P. is the general partner of NSV Investments I, L.P., NSV Investments III, L.P., and NSV Investments II, L.P. The reporting person is the majority member and managing member of NSV Partners III GP, LLC, and may be deemed to have voting and dispositive power over the shares owned by each entity of which NSV Partners III, L.P. is general partner. The reporting person is the majority member and managing member NSV Partners II, LLC. The reporting person is the majority member and managing member of New Science Ventures, LLC. The reporting person disclaims beneficial ownership over the shares owned by each of the NSV Funds (as defined below), except to the extent of his pecuniary interest therein. The shares beneficially owned by the reporting persons consist of: (i) 5,004,071 shares owned by NSV Investments I, L.P., (ii) 283,496 shares owned by NSV Investments III, L.P., (iii) 1,381,606 shares owned by NSV Partners III, L.P., (iv) 434,423 shares owned by New Science Ventures, LLC, (v) 408,520 shares owned by NSV Partners II, LLC, and (vi) 232,180 shares owned by NSV Investments II, L.P. (collectively, the "NSV Funds"). The NSV Funds disclaim beneficial ownership over the shares owned by them, except to the extent of their pecuniary interest therein. /s/ Martin D. Auster, as Attorney-in-Fact 2024-04-16 EX-24 2 ex24-04162024_080421.htm ex24-04162024_080421.htm

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Martin D. Auster, Raju Mohan, Austin Rutherford, Roy Gonzales, Martin J. Waters, Robert L. Wernli, Jr., and Brandon Shaw, or either of them acting singly, and with full power of substitution and re-substitution, the undersigned’s true and lawful attorney-in-fact (each of such persons and their substitutes being referred to herein as the "Attorney-in-Fact"), with full power to act for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to:

1. Prepare, execute and submit to the Securities and Exchange Commission ("SEC"), Ventyx Biosciences, Inc. (the “Company”), and/or any national securities exchange on which the Company’s securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney- in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and

2. Obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

The undersigned acknowledges that:

a) This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

b) Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable;

c) Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

d) This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.

The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G or Forms 144 with respect to the undersigned's holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a

signed writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on April 8, 2024.

Signature: /s/ Somu Subramaniam

Print Name: Somu Subramaniam