| 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.
