0001193125-22-251475 | S-1 | XBRL Viewer

Cover Page	12 Months Ended
Cover Page	Dec. 31, 2021
Cover [Abstract]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	VENTYX BIOSCIENCES, INC.
Entity Central Index Key	0001851194
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

Condensed Combined Statement of Operations $ in Thousands	12 Months Ended
Condensed Combined Statement of Operations $ in Thousands	Dec. 31, 2021 USD ($) $ / shares shares
VENTYX BIOSCIENCES, INC [Member]
Operating expenses:
Research and development	$ 58,481
General and administrative	8,666
Total operating expenses	67,147
Loss from operations	(67,147)
Other (income) expense:
Other (income) expense	(27)
Interest expense—related party	99
Change in fair value of notes and derivative—related party	11,051
Change in fair value of Series A tranche liability	5,476
Change in fair value of 2020 bridge loan notes	0
Total other (income) expense	16,599
Net loss	(83,746)
Deemed dividend	(1,552)
Net loss attributable to common shareholders	$ (85,298)
Net loss per share attributable to common shareholders, basic \| $ / shares	$ (6.65)
Net loss per share attributable to common shareholders, diluted \| $ / shares	$ (6.65)
Shares used to compute basic net loss per share attributable to common shareholders \| shares	12,825,598
Shares used to compute diluted net loss per share attributable to common shareholders \| shares	12,825,598
ZOMAGEN BIOSCIENCES, LTD [Member]
Operating expenses:
Research and development	$ 730
General and administrative	152
Total operating expenses	882
Loss from operations	(882)
Other (income) expense:
Other (income) expense	0
Interest expense—related party	287
Change in fair value of notes and derivative—related party	0
Change in fair value of Series A tranche liability	0
Change in fair value of 2020 bridge loan notes	0
Total other (income) expense	287
Net loss	(1,169)
Deemed dividend	0
Net loss attributable to common shareholders	(1,169)
OPPILAN PHARMA, LTD [Member]
Operating expenses:
Research and development	(15)
General and administrative	353
Total operating expenses	338
Loss from operations	(338)
Other (income) expense:
Other (income) expense	0
Interest expense—related party	0
Change in fair value of notes and derivative—related party	0
Change in fair value of Series A tranche liability	0
Change in fair value of 2020 bridge loan notes	(139)
Total other (income) expense	(139)
Net loss	(199)
Deemed dividend	0
Net loss attributable to common shareholders	(199)
TRANSACTION ACCOUNTING ADJUSTMENTS [Member]
Operating expenses:
Research and development	0
General and administrative	0
Total operating expenses	0
Loss from operations	0
Other (income) expense:
Other (income) expense	0
Interest expense—related party	(386)
Change in fair value of notes and derivative—related party	(11,051)
Change in fair value of Series A tranche liability	0
Change in fair value of 2020 bridge loan notes	139
Total other (income) expense	(11,298)
Net loss	11,298
Deemed dividend	0
Net loss attributable to common shareholders	$ 11,298
Shares used to compute basic net loss per share attributable to common shareholders \| shares	125,624
Shares used to compute diluted net loss per share attributable to common shareholders \| shares	125,624
PRO FORMA COMBINED [Member]
Operating expenses:
Research and development	$ 59,196
General and administrative	9,171
Total operating expenses	68,367
Loss from operations	(68,367)
Other (income) expense:
Other (income) expense	(27)
Interest expense—related party	0
Change in fair value of notes and derivative—related party	0
Change in fair value of Series A tranche liability	5,476
Change in fair value of 2020 bridge loan notes	0
Total other (income) expense	5,449
Net loss	(73,816)
Deemed dividend	(1,552)
Net loss attributable to common shareholders	$ (75,368)
Net loss per share attributable to common shareholders, basic \| $ / shares	$ (5.82)
Net loss per share attributable to common shareholders, diluted \| $ / shares	$ (5.82)
Shares used to compute basic net loss per share attributable to common shareholders \| shares	12,951,222
Shares used to compute diluted net loss per share attributable to common shareholders \| shares	12,951,222

Description of the Zomagen and Oppilan Acquisition	12 Months Ended
Description of the Zomagen and Oppilan Acquisition	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of the Zomagen and Oppilan acquisition	1. Description of the Zomagen and Oppilan acquisition The Company is a clinical-stage biopharmaceutical company developing a pipeline of small molecule product candidates to address a range of inflammatory diseases with significant unmet medical need. The Company leverages the substantial experience of its team in immunology to identify important new targets and to develop differentiated therapeutics against these targets. The Company’s clinical product candidates address therapeutic indications with substantial commercial opportunity for novel molecules. In February 2021, the Company received $57.3 million in cash in connection with a Series A preferred stock financing, and an additional $57 million in June 2021 in connection with a second closing of the same Series A preferred stock financing. Concurrent with the Series A Financing in February 2021, the Company acquired all of the issued and outstanding shares of two affiliated companies, Zomagen and Oppilan. In connection with the closing of Ventyx’s acquisition of Zomagen, on February 26, 2021, the Company issued an aggregate of (i) 2,003,768 shares of our Series A-1 preferred stock for the exchange for Zomagen’s then-outstanding convertible promissory notes and convertible simple agreements for future equity (“SAFE”) notes, (ii) 457,944 shares of our common stock, and (iii) 30,483 options to purchase shares of our common stock, in exchange for all of the outstanding shares and options of Zomagen. In connection with the closing of Ventyx’s acquisition of Oppilan, on February 26, 2021, the Company issued an aggregate of (i) 4,049,143 shares of our Series A-1 preferred stock for the exchange for Oppilan’s then-outstanding equity and convertible promissory notes, (ii) 360,854 shares of our common stock, and (iii) 75,955 options to purchase shares of our common stock, in exchange for all of the outstanding shares and options of Oppilan.

Basis of presentation

12 Months Ended

Dec. 31, 2021

Basis of presentation [Abstract]

Basis of presentation

2. Basis of presentation

The accompanying unaudited pro forma condensed combined financial information gives effect to the acquisition of Zomagen and Oppilan by Ventyx. The unaudited pro forma condensed combined financial information is based on the historical consolidated financial statements of Ventyx, Zomagen and Oppilan, and the assumptions and adjustments set forth in these notes. In accordance with the financial statement requirements contained in Article 11 of Regulation

S-X,

pro forma condensed combined financial information is presented as outlined below:

∎

The unaudited pro forma condensed statement of operations for the year ended December 31, 2021 combines the historical audited consolidated operations of Ventyx for the year ended December 31, 2021, with the historical consolidated statement of operations of Zomagen and Oppilan for the period from January 1, 2021 to February 25, 2021. Zomagen’s and Oppilan’s results for the period from February 26, 2021 to December 31, 2021 are included within the Ventyx’s consolidated statement of operations for the year ended December 31, 2021.

The unaudited pro forma condensed combined financial information is provided for informational purposes only and is based on available information and reasonable assumptions. It does not purport to represent what the actual consolidated results of operations or the consolidated financial position of Ventyx would have been if the acquisition occurred on the dates indicated, nor is it necessarily indicative of future consolidated results of operations or consolidated financial position. The actual financial position and results of operations will differ, perhaps significantly, from the pro forma amounts reflected herein due to a variety of factors, including access to additional information, changes in value not currently identified and changes in financial position and operating results following the date of the unaudited pro forma condensed combined financial information.

Pro forma transaction accounting adjustments are included only to the extent they are adjustments that reflect the accounting for the transaction in accordance with U.S. GAAP.

The Acquisitions were accounted for using the asset acquisition method of accounting with Ventyx as the accounting acquirer and Zomagen and Oppilan as the accounting acquirees.

The unaudited pro forma condensed combined financial information should be read in conjunction with the historical consolidated financial statements and accompanying notes of Ventyx included within the Prospectus and the Annual Report on Form

10-K.

Purchase price

12 Months Ended

Dec. 31, 2021

Business Combination Purchase Price [Abstract]

Business Combination Purchase Price Disclosure

3. Purchase price

The fair value of the purchase price, as determined on February 26, 2021, in the unaudited pro forma condensed combined financial information below is based on (i) Ventyx’s value per share of $3.06 per share of common stock and Series

A-1

share; and (ii) the weighted average grant date fair values of options to purchase Ventyx common stock issued in the acquisitions of Zomagen and Oppilan of $2.87 per share and $1.86 per share, respectively.

The following table summarizes the components of the purchase price for Zomagen and Oppilan:


	ZOMAGEN BIOSCIENCES, LTD		OPPILAN PHARMA, LTD
Ventyx common shares issued		457,944		360,854
Ventyx’s share value	$	3.06	$	3.06

	$	1,401,309	$	1,104,213
Ventyx Series A-1 shares issued		2,003,768		4,049,143
Ventyx’s Series A-1 share value	$	3.06	$	3.06

	$	6,131,530	$	12,390,378

Stock consideration	$	7,532,839	$	13,494,591
Outstanding options to purchase shares of Ventyx common stock		30,483		75,955
Ventyx’s option value	$	2.87	$	1.86

	$	87,486	$	141,276
Transaction fees	$	206,647	$	370,195

Total purchase price	$	7,826,972	$	14,006,062

This purchase price has been used to prepare the transaction accounting adjustments in the unaudited pro forma condensed combined financial information.

Transaction Accounting Adjustments

12 Months Ended

Dec. 31, 2021

Transaction Accounting Adjustments [Abstract]

Transaction accounting adjustments

4. Transaction accounting adjustments

Adjustments included in the column under the headings “Transaction accounting adjustments” in the statement of operations for the year ended December 31, 2021 depicts the accounting for the acquisition required by U.S. GAAP, assuming those adjustments were made as of January 1, 2021. Transaction accounting adjustments reflect the application of required accounting to the transaction applying the effects of the acquisition of Zomagen and Oppilan to Ventyx’s historical financial information.

The transaction accounting adjustments included in the unaudited pro forma condensed combined financial information for the year ended December 31, 2021 are as follows:

To reverse the change in fair value of related party notes of $11.1 million for Ventyx. The related party notes were required to be converted and/or exchanged as a part of the transactions which are assumed to have occurred as of January 1, 2021. This fair value adjustment is directly related to the acquisitions and will not be a recurring transaction in the post-acquisition period.

To reverse the change in fair value of 2020 bridge loan notes of $0.1 million for Oppilan. The bridge loan notes were exchanged for Ventyx Series

A-1

preferred stock as a part of the transactions which are assumed to have occurred as of January 1, 2021. This gain is directly related to the acquisitions and will not be a recurring transaction in the post-acquisition period.

To reverse the interest expense of $0.1 million and $0.3 million for Ventyx and Zomagen, respectively, related to the SAFE and convertible promissory notes. The SAFE and convertible promissory notes were exchanged for Ventyx Series

A-1

preferred stock as a part of the transactions which are assumed to have

occurred as of January 1, 2021. This adjustment to interest expense is directly related to the acquisitions and will not be a recurring transaction in the post-acquisition period.

To reflect the issuance of Ventyx common stock for the Stock Consideration to Zomagen and Oppilan stockholders. The issuance of 457,944 and 360,854 shares of Stock Consideration to Zomagen and Oppilan stockholders, respectively, is reflected in the shares used to calculate net loss per share, assuming the transactions occurred as of January 1, 2021.

Purchase price - (Tables)

12 Months Ended

Dec. 31, 2021

Business Combination Purchase Price [Abstract]

Summary of Components of Business Combination Purchase Price

The following table summarizes the components of the purchase price for Zomagen and Oppilan:


	ZOMAGEN BIOSCIENCES, LTD		OPPILAN PHARMA, LTD
Ventyx common shares issued		457,944		360,854
Ventyx’s share value	$	3.06	$	3.06

	$	1,401,309	$	1,104,213
Ventyx Series A-1 shares issued		2,003,768		4,049,143
Ventyx’s Series A-1 share value	$	3.06	$	3.06

	$	6,131,530	$	12,390,378

Stock consideration	$	7,532,839	$	13,494,591
Outstanding options to purchase shares of Ventyx common stock		30,483		75,955
Ventyx’s option value	$	2.87	$	1.86

	$	87,486	$	141,276
Transaction fees	$	206,647	$	370,195

Total purchase price	$	7,826,972	$	14,006,062

Description of the Zomagen and Oppilan Acquisition - Additional Information (Detail)	Jun. 10, 2021 USD ($)	Feb. 26, 2021 USD ($) shares
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Number of businesses acquired		2
Zomagen [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Common stock, shares, issued		457,944
Sale of stock, number of shares issued in transaction		30,483
Oppilan [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Common stock, shares, issued		360,854
Sale of stock, number of shares issued in transaction		75,955
Series A1 Convertible Preferred Stock [Member] \| Zomagen [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Common stock, shares, issued		2,003,768
Series A1 Convertible Preferred Stock [Member] \| Oppilan [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Common stock, shares, issued		4,049,143
Series A Convertible Preferred Stock [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Proceeds from Issuance of Convertible Preferred Stock \| $		$ 57,300
Second Tranche [Member] \| Series A Convertible Preferred Stock [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Proceeds from Issuance of Convertible Preferred Stock \| $	$ 57,000

Purchase price - Summary of Components of Business Combination Purchase Price (Detail) $ / shares in Units, $ in Thousands	Feb. 26, 2021 USD ($) $ / shares shares
Series A1 Convertible Preferred Stock [Member]
Business Acquisition [Line Items]
Ventyx's share value \| $ / shares	$ 3.06
Zomagen [Member]
Business Acquisition [Line Items]
Ventyx common shares issued \| shares	457,944
Ventyx's share value \| $ / shares	$ 3.06
Common stock, value, issued	$ 1,401,309
Stock consideration	$ 7,532,839
Outstanding options to purchase shares of Ventyx common stock \| shares	30,483
Ventyx's option value \| $ / shares	$ 2.87
Sale of Stock, Consideration Received on Transaction	$ 87,486
Transaction fees	206,647
Total purchase price	$ 7,826,972
Zomagen [Member] \| Series A1 Convertible Preferred Stock [Member]
Business Acquisition [Line Items]
Ventyx common shares issued \| shares	2,003,768
Ventyx's share value \| $ / shares	$ 3.06
Common stock, value, issued	$ 6,131,530
Oppilan [Member]
Business Acquisition [Line Items]
Ventyx common shares issued \| shares	360,854
Ventyx's share value \| $ / shares	$ 3.06
Common stock, value, issued	$ 1,104,213
Stock consideration	$ 13,494,591
Outstanding options to purchase shares of Ventyx common stock \| shares	75,955
Ventyx's option value \| $ / shares	$ 1.86
Sale of Stock, Consideration Received on Transaction	$ 141,276
Transaction fees	370,195
Total purchase price	$ 14,006,062
Oppilan [Member] \| Series A1 Convertible Preferred Stock [Member]
Business Acquisition [Line Items]
Ventyx common shares issued \| shares	4,049,143
Ventyx's share value \| $ / shares	$ 3.06
Common stock, value, issued	$ 12,390,378

Purchase price - Additional Information (Detail)	Feb. 26, 2021 $ / shares
Zomagen [Member]
Business Acquisition [Line Items]
Common Stock, Par or Stated Value Per Share	$ 3.06
Sale of Stock, Price Per Share	2.87
Oppilan [Member]
Business Acquisition [Line Items]
Common Stock, Par or Stated Value Per Share	3.06
Sale of Stock, Price Per Share	1.86
Series A1 Convertible Preferred Stock [Member]
Business Acquisition [Line Items]
Common Stock, Par or Stated Value Per Share	3.06
Series A1 Convertible Preferred Stock [Member] \| Zomagen [Member]
Business Acquisition [Line Items]
Common Stock, Par or Stated Value Per Share	3.06
Series A1 Convertible Preferred Stock [Member] \| Oppilan [Member]
Business Acquisition [Line Items]
Common Stock, Par or Stated Value Per Share	$ 3.06

Transaction Accounting Adjustments - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Feb. 26, 2021
Oppilan [Member]
Transaction Accounting Adjustments [Line Items]
Common stock, shares, issued		360,854
Zomagen [Member]
Transaction Accounting Adjustments [Line Items]
Interest expense—related party	$ 300
Common stock, shares, issued		457,944
Scenario, Adjustment [Member]
Transaction Accounting Adjustments [Line Items]
Change in fair value of related party notes	11,100
Change in fair value of 2020 bridge loan notes	139
Interest expense—related party	$ 100
Scenario, Adjustment [Member] \| Oppilan [Member]
Transaction Accounting Adjustments [Line Items]
Common stock, shares, issued	360,854
Scenario, Adjustment [Member] \| Zomagen [Member]
Transaction Accounting Adjustments [Line Items]
Common stock, shares, issued	457,944
Scenario, Adjustment [Member] \| 2020 Bridge Notes [Member] \| Oppilan [Member]
Transaction Accounting Adjustments [Line Items]
Change in fair value of 2020 bridge loan notes	$ 100