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Ventyx Biosciences Announces $100 Million Private Placement of Common Stock

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Ventyx Biosciences, Inc. (VTYX) announced a private placement of 11,174,000 shares of common stock at $8.95 per share, expecting gross proceeds of around $100 million. The private placement, led by Farallon Capital Management, aims to fund the clinical and preclinical development of various programs, extending cash runway into at least the second half of 2026.
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Insights

The private placement of 11,174,000 shares at $8.95 per share by Ventyx Biosciences represents a significant capital infusion, amounting to gross proceeds of approximately $100 million. This move indicates a strategic effort to bolster the company's financial position and fund its clinical and preclinical programs. Institutional investors' involvement, including Farallon Capital Management and Cormorant Asset Management, underscores confidence in Ventyx's potential, which could translate into positive investor sentiment.

From a financial perspective, the expected extension of the cash runway into the second half of 2026 provides Ventyx with a more considerable time frame to advance its pipeline without the immediate need for further financing, which is critical for maintaining operational momentum. However, the reliance on a preliminary cash estimate suggests that investors should monitor the company's burn rate and any changes in the development timeline that could alter financial projections.

Ventyx Biosciences' focus on the clinical development of novel oral therapies for inflammatory diseases addresses a market with significant unmet needs. The targeted allocation of proceeds towards the clinical development of VTX3232, VTX2735, VTX002 and other preclinical programs could accelerate the company's path to potentially bringing new treatments to market. The depth of their pipeline and the stages of development are crucial factors in evaluating the company's future prospects.

Investors should consider the inherent risks of clinical development, such as potential delays in regulatory approval or unexpected trial results. Positive progress, on the other hand, could enhance the company's valuation and attractiveness to potential partners or acquirers. It's essential to analyze the therapeutic potential and competitive landscape of Ventyx's drug candidates to understand the long-term implications for the company's growth.

The biopharmaceutical sector is highly competitive and Ventyx's ability to secure funding from reputable institutional investors could be indicative of its competitive positioning within the industry. The participation of multiple investment firms also suggests a diversified interest in the company's growth trajectory. The market will likely monitor the subsequent filing of a registration statement with the SEC, as it will provide additional transparency regarding the resale of the shares and the long-term intentions of the institutional investors.

Market dynamics, such as investor appetite for biotech stocks and the performance of the broader market, will also play a role in shaping the impact of this private placement on Ventyx's stock performance. The company's strategic use of the funds and its ability to meet developmental milestones will be critical in maintaining investor confidence and market value.

SAN DIEGO, March 07, 2024 (GLOBE NEWSWIRE) -- 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 Bank
Managing Director
ICR Westwicke
(415) 513-1284
IR@ventyxbio.com


FAQ

How many shares of common stock were offered in the private placement by Ventyx Biosciences, Inc.?

Ventyx Biosciences, Inc. offered 11,174,000 shares of common stock in the private placement.

What is the offering price per share in the private placement by Ventyx Biosciences, Inc.?

The offering price per share in the private placement by Ventyx Biosciences, Inc. was $8.95.

Who led the private placement for Ventyx Biosciences, Inc.?

The private placement for Ventyx Biosciences, Inc. was led by funds affiliated with Farallon Capital Management, L.L.C.

What is the expected gross proceeds from the private placement by Ventyx Biosciences, Inc.?

The expected gross proceeds from the private placement by Ventyx Biosciences, Inc. are approximately $100 million.

What are the intended uses of the net proceeds from the private placement by Ventyx Biosciences, Inc.?

Ventyx Biosciences, Inc. intends to use the net proceeds from the private placement for funding the clinical development of various programs, research activities, working capital, and other general corporate purposes.

Ventyx Biosciences, Inc.

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SAN DIEGO