Amendments to Bylaws Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On September 23, 2024, Ventyx Biosciences, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with Aventis Inc. (the "Investor"), pursuant to which the Company agreed to sell to the Investor 70,601 shares of Series A Non-Voting ConvertiblePreferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), which are convertible into shares of Common Stock, par value $0.0001 per share (the "Common Stock"), at a purchase price of $3.8243 per share (on an as-convertedto Common Stock basis) for gross proceeds of approximately $27.0 million, in a private placement (the "Private Placement"). The Private Placement is expected to close on September 23, 2024 (the "Closing Date"), subject to the satisfaction of customary closing conditions.

The Securities Purchase Agreement includes customary representations, warranties, and covenants by the Company and the Investor. In connection with the Private Placement, the Company has agreed to grant Sanofi a right of first negotiation ("ROFN") for a license, grant or transfer, including by option or sale, of any rights to research, develop, commercialize, or otherwise exploit VTX3232, the Company's CNS-penetrantNLRP3 inhibitor.

Pursuant to the Securities Purchase Agreement, the Company and the Investor agreed to certain registration rights for the resale of the shares of Common Stock issuable upon conversion of the Shares (the "Conversion Shares"). The Company agreed to file a registration statement registering the Conversion Shares (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") no later than 45 days following the Closing Date (the "Filing Date"). The Company has agreed to keep the Registration Statement continuously effective until the earlier of (a) the date as of which the Registrable Shares (as defined in the Securities Purchase Agreement) have been sold pursuant to the Registration Statement and (b) the date as of which no Registrable Shares remain outstanding. The Company has also agreed to certain piggyback registration rights with respect to any Conversion Shares for which no Registration Statement has been filed allowing holders to include their unregistered Conversion Shares in underwritten secondary offerings that the Company undertakes on behalf of holders of Common Stock.

The Company has granted the Investor customary indemnification rights in connection with the Registration Statement. The Investor has also granted the Company customary indemnification rights in connection with the Registration Statement.

The foregoing summary of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.