UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Stock Purchase Agreement
On March 6, 2024, Ventyx Biosciences, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) for a private placement (the “Private Placement”) with certain qualified institutional buyers and institutional accredited investors (each, a “Purchaser” and collectively, the “Purchasers”). Pursuant to the Purchase Agreement, the Company agreed to sell to the Purchasers 11,174,000 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), at an offering price of $8.95 per Share. The gross proceeds of the Private Placement are expected to be approximately $100.0 million, before deducting placement agent fees and other expenses. The Private Placement was led by funds affiliated with Farallon Capital Management, L.L.C., with participation by Cormorant Asset Management, an affiliate of Deerfield Management Company, Redmile Group, Surveyor Capital (a Citadel company), and other investors. The Private Placement is expected to close on March 11, 2024 (the “Closing Date”), subject to the satisfaction of customary closing conditions.
The Company intends to use the net proceeds from the Private Placement, together with existing cash and cash equivalents, to fund the clinical development of VTX3232, VTX2735, VTX002, and the preclinical development of other programs, research activities and working capital and other general corporate purposes. With the proceeds from the private placement, the Company expects to extend its cash runway into at least the second half of 2026. This cash estimate is a preliminary estimate and is based on information available to management as of the date of the private placement, and these estimates could change.
Jefferies LLC, Piper Sandler & Co. and LifeSci Capital LLC are acting as the placement agents (the “Placement Agents”) for the Private Placement and the Company has agreed to pay customary placement fees and reimburse certain expenses of the Placement Agents. The Company entered into a letter agreement with the Placement Agents regarding their engagement as placement agents, pursuant to which the Placement Agents agreed to act as placement agents for the Private Placement.
The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions. Pursuant to the Purchase Agreement, the Company has agreed to certain restrictions on the issuance and sale of shares of the Company’s securities for a period beginning on the date of the Purchase Agreement until the Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to an effective registration statement, subject to certain exceptions.
The Shares to be issued pursuant to the Purchase Agreement have not been registered under the Securities Act or any state securities laws and will be issued pursuant to the exemption from registration provided for under Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on representations made by the Purchasers. The Shares may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor any exhibit attached hereto, is an offer to sell or the solicitation of an offer to buy the Shares described herein.
Registration Rights Agreement
In connection with the Private Placement, the Company and the Purchasers entered into a Registration Rights Agreement, dated March 6, 2024 (the “Registration Rights Agreement”), providing for the registration for resale of the Shares that are not then registered on an effective registration statement, pursuant to a registration statement (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) on or prior to April 10, 2024 (30 days after the Closing Date). The Company has agreed to use commercially reasonable efforts to cause the Registration Statement to be declared effective as soon as possible, but in no event later than May 10, 2024 (60 days after the Closing Date), and to keep the Registration Statement continuously effective from the date on which the SEC declares the Registration Statement to be effective until such date that all Registrable Securities (as such term is defined in the Registration Rights Agreement) covered by the Registration Statement have been sold pursuant to a registration statement under the Securities Act or under Rule 144 as promulgated by the SEC under the Securities Act.
The Company has granted the Purchasers customary indemnification rights in connection with the Registration Statement. The Purchasers have also granted the Company customary indemnification rights in connection with the Registration Statement.
The foregoing description of the Purchase Agreement and Registration Rights Agreement is not complete and is qualified in its entirety by reference to the full text of the form of Purchase Agreement and form of Registration Rights Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information contained above under Item 1.01 is hereby incorporated by reference in response to this Item 3.02 of this Current Report on Form 8-K.
| Item 7.01. | Regulation FD Disclosure |
On March 7, 2024, the Company issued a press release announcing the Private Placement and providing an update on its cash runway. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
| Item 8.01. | Other Information |
On March 1, 2024, a putative securities class action complaint, captioned Yuksel v. Ventyx Biosciences, Inc. et al., No. 24CV0415 AGS DDL, was filed in the U.S. District Court for the Southern District of California against the Company and certain of its current and former officers and directors, asserting violations of Section 11 and 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act. Stemming from the Company’s disclosure on November 6, 2023 of the results of its Phase 2 SERENITY trial of VTX958 and its decision to terminate ongoing activities and clinical trials for the development of VTX958 for the treatment of plaque psoriasis and psoriatic arthritis, the complaint alleges that the defendants made materially false and misleading statements and/or omitted material adverse facts in connection with its October 21, 2021 initial public offering and in public statements from October 21, 2021 through November 6, 2023 regarding the effectiveness and clinical and commercial prospects of VTX958, the Company’s ability to develop and commercialize product candidates, and its business prospects. The Company believes the lawsuit is without merit and intends to defend the case vigorously. The Company is unable to estimate a range of loss, if any, that could result were there to be an adverse final decision in this action. If an unfavorable outcome were to occur, it is possible that the impact could be material to the Company’s results of operations in the period(s) in which any such outcome becomes probable and estimable.
Forward Looking Statements
The Company cautions you that statements contained in this report regarding matters that are not historical facts are forward-looking statements. These statements are based on the Company’s current beliefs and expectations. Such forward-looking statements include, but are not limited to, statements regarding management’s beliefs regarding the Company’s cash runway following the closing of the Private Placement and statements regarding the putative securities class action complaint. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of its plans will be achieved. Actual results may differ from those set forth in this report due to the risks and uncertainties inherent in the Company’s business, including, without limitation, market, market risks and other market conditions; the risk that the conditions to the closing of the Private Placement are not satisfied; potential delays in the commencement, enrollment and completion of clinical trials; the Company’s dependence on third parties in connection with product manufacturing, research and preclinical and clinical testing; disruptions in the supply chain, including raw materials needed for manufacturing and animals used in research; delays in site activations and enrollment of clinical results; the results of preclinical studies; early clinical trials not necessarily
being predictive of future results; the success of the Company’s clinical trials and preclinical studies for its product candidates; interim results not necessarily being predictive of final results; the potential of one or more outcomes to materially change as a trial continues and more patient data become available and following more comprehensive audit and verification procedures; regulatory developments in the United States and foreign countries; unexpected adverse side effects or inadequate efficacy of the Company’s product candidates that may limit their development, regulatory approval and/or commercialization, or may result in recalls or product liability claims; the Company’s ability to obtain and maintain intellectual property protection for its product candidates; the use of capital resources by the Company sooner than expected; and other risks described in the Company’s filings with the Securities and Exchange Commission (SEC), including in Part II, Item 1A (Risk Factors) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 27, 2024, and any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Form of Stock Purchase Agreement, dated March 6, 2024, by and among the Company and the Purchasers | |
| 10.2 | Form of Registration Rights Agreement, dated March 6, 2024, by and among the Company and the Purchasers | |
| 99.1 | Press release issued by the Company on March 7, 2024, furnished herewith. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 7, 2024 | Ventyx Biosciences, Inc. | |||||
| By: | /s/ Raju Mohan | |||||
| Raju Mohan, Ph.D. | ||||||
| Chief Executive Officer | ||||||