Securities and Exchange Commission

Washington, DC 20549

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

Ventyx Biosciences, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

92332V107

(CUSIP Number)

 

January 19, 2024

(Date of Event Which Requires Filing of This Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨

Rule 13d-1(b)

 

x

Rule 13d-1(c)

 

¨

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 92332V107

13G

Page 2 of 9 Pages

1	NameS of Reporting Persons I.R.S. Identification NOS. of Above Persons (ENTITIES ONLY)   TANG CAPITAL PARTNERS, LP
2	Check the Appropriate Box if a Member of a Group*	(a) ¨ (b) x
3	SEC Use Only
4	Citizenship or Place of Organization   DELAWARE

Number of	5	Sole Voting Power   0
Shares BENEFICIALLY Owned by	6	Shared Voting Power   3,100,000
Each Reporting Person with	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   3,100,000

9	Aggregate Amount Beneficially Owned by each Reporting Person   3,100,000
10	Check Box if the Aggregate Amount in Row (9) excludes certain shares   ¨
11	Percent of Class represented by amount in row 9   5.2%
12	type of reporting person   pN

 

 

CUSIP No. 92332V107

13G

Page 3 of 9 Pages

1	NameS of Reporting Persons I.R.S. Identification NOS. of Above Persons (ENTITIES ONLY)   Tang Capital Management, LLC
2	Check the Appropriate Box if a Member of a Group*	(a) ¨ (b) x
3	SEC Use Only
4	Citizenship or Place of Organization   DELAWARE

Number of	5	Sole Voting Power   0
Shares BENEFICIALLY Owned by	6	Shared Voting Power   3,100,000
Each Reporting Person with	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   3,100,000

9	Aggregate Amount Beneficially Owned by each Reporting Person   3,100,000
10	Check Box if the Aggregate Amount in Row (9) excludes certain shares   ¨
11	Percent of Class represented by amount in row 9   5.2%
12	type of reporting person   OO

 

 

CUSIP No. 92332V107

13G

Page 4 of 9 Pages

1	NameS of Reporting Persons I.R.S. Identification NOS. of Above Persons (ENTITIES ONLY)   KEVIN TANG
2	Check the Appropriate Box if a Member of a Group*	(a) ¨ (b) x
3	SEC Use Only
4	Citizenship or Place of Organization   united states

Number of	5	Sole Voting Power   0
Shares BENEFICIALLY Owned by	6	Shared Voting Power   3,100,000
Each Reporting Person with	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   3,100,000

9	Aggregate Amount Beneficially Owned by each Reporting Person   3,100,000
10	Check Box if the Aggregate Amount in Row (9) excludes certain shares   ¨
11	Percent of Class represented by amount in row 9   5.2%
12	type of reporting person   IN

 

 

 

Item 1(a).

Name of Issuer:

 

Ventyx Biosciences, Inc. (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

12790 El Camino Real, Suite 200, San Diego, CA 92130

 

Item 2(a).

Name of Person Filing:

 

This Statement on Schedule 13G (this “Statement”) is filed by Tang Capital Partners, LP (“Tang Capital Partners”); Tang Capital Management, LLC, the general partner of Tang Capital Partners (“Tang Capital Management”); and Kevin Tang, the manager of Tang Capital Management.

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

 

4747 Executive Drive, Suite 210, San Diego, CA 92121

 

Item 2(c).

Citizenship:

 

Tang Capital Partners is a Delaware limited partnership. Tang Capital Management is a Delaware limited liability company. Mr. Tang is a United States citizen.

 

Item 2(d).

Title of Class of Securities:

 

Common Stock, par value $0.0001 per share (the “Common Stock”)

 

Item 2(e).

CUSIP Number 92332V107

 

Item 3.

Not applicable.

 

Item 4.

Ownership.

 

(a)

Amount Beneficially Owned:

 

Tang Capital Partners. Tang Capital Partners beneficially owns 3,100,000 of the Issuer’s Common Stock.

 

Tang Capital Partners shares voting and dispositive power over such shares with Tang Capital Management and Kevin Tang.

 

Tang Capital Management. Tang Capital Management beneficially owns 3,100,000 of the Issuer’s Common Stock.

 

Tang Capital Management shares voting and dispositive power over such shares with Tang Capital Partners and Kevin Tang.

 

Kevin Tang. Kevin Tang beneficially owns 3,100,000 of the Issuer’s Common Stock.

 

Kevin Tang shares voting and dispositive power over such shares with Tang Capital Partners and Tang Capital Management.

 

 

The percentages used herein are based on 59,048,108 shares of Common Stock outstanding as of November 6, 2023, as set forth in the Issuer’s Quarterly Report filed on Form 10-Q that was filed with the Securities and Exchange Commission on November 9, 2023.

 

(b)

Percent of Class:

 

Tang Capital Partners	5.2%
Tang Capital Management	5.2%
Kevin Tang	5.2%

 

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote:

 

Tang Capital Partners	0 shares
Tang Capital Management	0 shares
Kevin Tang	0 shares

 

(ii)

shared power to vote or to direct the vote:

 

Tang Capital Partners	3,100,000 shares
Tang Capital Management	3,100,000 shares
Kevin Tang	3,100,000 shares

(iii)

sole power to dispose or to direct the disposition of:

 

Tang Capital Partners	0 shares
Tang Capital Management	0 shares
Kevin Tang	0 shares

 

(iv)

shared power to dispose or to direct the disposition of:

 

Tang Capital Partners	3,100,000 shares
Tang Capital Management	3,100,000 shares
Kevin Tang	3,100,000 shares

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

 

Item 10.

Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Date:

January 29, 2024

 

 

TANG CAPITAL PARTNERS, LP
By:	Tang Capital Management, LLC, its General Partner
By:	/s/ Kevin Tang
	Kevin Tang, Manager
TANG CAPITAL MANAGEMENT, LLC
By:	/s/ Kevin Tang
	Kevin Tang, Manager
/s/ Kevin Tang
Kevin Tang

 

 

Page 8 of 9 pages

 

 

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

     In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.0001 par value per share, of Ventyx Biosciences, Inc. and further agree to the filing of this agreement as an exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.

 

 

Date: January 29, 2024	TANG CAPITAL PARTNERS, LP
	By:	Tang Capital Management, LLC
	Its:	General Partner
	By:	/s/ Kevin Tang
		Name:	Kevin Tang
		Title:	Manager
	TANG CAPITAL MANAGEMENT, LLC
	By:	/s/ Kevin Tang
		Name:	Kevin Tang
		Title:	Manager
	/s/ Kevin Tang
	Name:	Kevin Tang

 

 

Page 9 of 9 Pages