Ventyx Biosciences Completes $1.2 Billion Merger with Eli Lilly, Delists from Nasdaq

summarizeSummary

Ventyx Biosciences, Inc. has completed its merger with Eli Lilly and Company, with all outstanding shares converted to cash and the company delisting from Nasdaq.

check_boxKey Events

• Merger Consummated

  On March 4, 2026, Ventyx Biosciences, Inc. completed its merger with RYLS Merger Corporation, a wholly-owned subsidiary of Eli Lilly and Company, with Ventyx Biosciences surviving as a wholly-owned subsidiary of Eli Lilly.

• Share Conversion and Consideration

  Each share of common stock was converted into the right to receive $14.00 in cash, and preferred stock into $1,400.00 per share. The aggregate consideration for the merger is approximately $1.2 billion.

• Delisting from Nasdaq

  The company notified Nasdaq to suspend trading of its common stock and to delist the shares, with plans to terminate registration under the Exchange Act.

• Change in Control and Leadership

  A change in control occurred, with all prior directors and officers resigning and new directors and officers from Merger Sub being appointed.

auto_awesomeAnalysis

This filing marks the definitive completion of the previously announced merger, where Ventyx Biosciences, Inc. has become a wholly-owned subsidiary of Eli Lilly and Company. For shareholders, this means their common stock has been converted into the right to receive $14.00 per share in cash, representing a slight premium to the current stock price. The immediate consequence is the suspension of trading and delisting from Nasdaq, effectively ending Ventyx Biosciences' existence as an independent public entity. This event provides a clear exit for investors and resolves any uncertainty surrounding the merger, including prior shareholder lawsuits.