Ventyx Biosciences Announces $100 Million Private Placement of Common Stock
08 March 2024 - 12:00AM
Ventyx Biosciences, Inc. (Nasdaq: VTYX) (“Ventyx”), a
clinical-stage biopharmaceutical company focused on advancing novel
oral therapies that address a range of inflammatory diseases with
significant unmet medical need, announced today that it has entered
into a stock purchase agreement for the sale of 11,174,000 shares
of its common stock at an offering price of $8.95 per share in a
private placement to certain qualified institutional buyers and
institutional accredited investors. Gross proceeds of the private
placement are expected to be approximately $100 million, before
deducting placement agent fees and other expenses. The private
placement is expected to close on March 11, 2024, subject to the
satisfaction of customary closing conditions.
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.
Ventyx currently intends to use the net proceeds from the
proposed 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, Ventyx
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 this private
placement, and these estimates could change.
Jefferies, Piper Sandler and LifeSci Capital are acting as the
placement agents for the private placement.
The securities being issued and sold in the private placement
have not been registered under the Securities Act of 1933, as
amended (the “Securities Act”), or any states' securities laws, and
may not be offered or sold in the United States, except pursuant to
an effective registration statement or an applicable exemption from
the registration requirements of the Securities Act. Ventyx has
agreed to file a registration statement with the Securities and
Exchange Commission registering the resale of the shares of common
stock issued in this private placement.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities described herein,
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or jurisdiction.
About Ventyx Biosciences
Ventyx is a clinical-stage biopharmaceutical company focused on
developing innovative oral medicines for patients living with
autoimmune and inflammatory disorders. We believe our ability to
efficiently discover and develop differentiated drug candidates
will allow us to address important unmet medical need with novel
oral therapies that can shift immunology markets from injectable to
oral drugs. Our current pipeline includes internally discovered
clinical programs targeting NLRP3, S1P1R and TYK2, positioning us
to become a leader in the development of oral immunology therapies.
Ventyx is headquartered in San Diego, California.
Forward-Looking Statements
Ventyx cautions you that statements contained in this press
release regarding matters that are not historical facts are
forward-looking statements. These statements are based on Ventyx’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. The inclusion of forward-looking
statements should not be regarded as a representation by Ventyx
that any of its plans will be achieved. Actual results may differ
from those set forth in this press release due to the risks and
uncertainties inherent in Ventyx’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; disruption to our operations
from the ongoing military conflicts in Ukraine and the Middle East;
Ventyx’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 trials; the results of
preclinical studies; early clinical trials not necessarily being
predictive of future results; the success of Ventyx’s clinical
trials and preclinical studies for its product candidates; interim
data 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 Ventyx’s product
candidates that may limit their development, regulatory approval
and/or commercialization, or may result in recalls or product
liability claims; Ventyx’s ability to obtain and maintain
intellectual property protection for its product candidates; the
use of capital resources by Ventyx sooner than expected; and other
risks described in Ventyx’s prior press releases and Ventyx’s
filings with the Securities and Exchange Commission (SEC),
including in Part II, Item 1A (Risk Factors) of Ventyx’s Annual
Report on Form 10-K for the year ended December 31, 2023, filed on
or about 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 Ventyx 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.
Investor Relations Contact
Patti BankManaging DirectorICR Westwicke(415)
513-1284IR@ventyxbio.com
Ventyx Biosciences (NASDAQ:VTYX)
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