UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On January 7, 2026, Ventyx Biosciences, Inc. (the “Company”) announced its entry into an Agreement and Plan of Merger, dated as of January 7, 2026 (the “Merger Agreement”), by and among Eli Lilly and Company (“Parent”), RYLS Merger Corporation (“Merger Sub”) and the Company. The Merger Agreement provides for Merger Sub to be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”).
In connection with the Merger, the Company held virtually a special meeting of stockholders on March 3, 2026, at 10:00 a.m., Pacific time (the “Special Meeting”).
As of January 21, 2026, the record date for the Special Meeting (the “Record Date”), there were issued and outstanding 71,760,778 shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), each of which was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, the holders of 45,810,746 Common Shares were present in person or represented by proxy.
The following are the voting results of the proposals considered and voted on at the Special Meeting, each of which is described in detail in the Company’s definitive proxy statement, dated February 2, 2026, as amended and supplemented by an amendment dated February 23, 2026, filed by the Company with the Securities and Exchange Commission (the “Proxy Statement”).
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||
| Proposal 1: To adopt the Merger Agreement. |
44,176,785 | 1,572,592 | 61,369 | — | ||||
| Proposal 1 was approved | ||||||||
| Proposal 2: To approve, on a non-binding, |
43,789,693 | 1,838,898 | 182,155 | — | ||||
| Proposal 2 was approved | ||||||||
In light of the approval of Proposal 1, Proposal 3 described in the Proxy Statement (relating to the adjournment of the Special Meeting if necessary or appropriate) was rendered moot and was not presented at the Special Meeting.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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.
| VENTYX BIOSCIENCES, INC. | ||||||
| Date: March 3, 2026 | By: | /s/ Raju Mohan | ||||
| Raju Mohan, Ph.D. Chief Executive Officer, President and Director (Principal Executive Officer) | ||||||
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