Cover Page
Cover Page | 12 Months Ended |
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
Condensed Combined Statement of Operations $ in Thousands | 12 Months Ended |
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
Description of the Zomagen and Oppilan Acquisition | 12 Months Ended |
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 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 |
Basis of presentation
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, ∎ 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
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 The following table summarizes the components of the purchase price for Zomagen and Oppilan: ZOMAGEN OPPILAN 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 2,003,768 4,049,143 Ventyx’s Series A-1 $ 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 Adjustme
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: A. 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. B. 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 C. 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 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. D. 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)
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 OPPILAN 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 2,003,768 4,049,143 Ventyx’s Series A-1 $ 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 an_2
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 Com
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 Inf
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 Adjust_2
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 |