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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Verve Therapeutics, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 4, 2025 |
15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40489 VERVE THERAPEUTICS, INC. (Exact name of registrant as speci |
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| July 25, 2025 |
As filed with the Securities and Exchange Commission on July 25, 2025 S-8 POS As filed with the Securities and Exchange Commission on July 25, 2025 Registration No. |
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| July 25, 2025 |
As filed with the Securities and Exchange Commission on July 25, 2025 S-8 POS As filed with the Securities and Exchange Commission on July 25, 2025 Registration No. |
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| July 25, 2025 |
As filed with the Securities and Exchange Commission on July 25, 2025 POSASR As filed with the Securities and Exchange Commission on July 25, 2025 Registration No. |
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| July 25, 2025 |
As filed with the Securities and Exchange Commission on July 25, 2025 S-8 POS As filed with the Securities and Exchange Commission on July 25, 2025 Registration No. |
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| July 25, 2025 |
As filed with the Securities and Exchange Commission on July 25, 2025 POS AM As filed with the Securities and Exchange Commission on July 25, 2025 Registration No. |
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| July 25, 2025 |
As filed with the Securities and Exchange Commission on July 25, 2025 S-8 POS As filed with the Securities and Exchange Commission on July 25, 2025 Registration No. |
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| July 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 23, 2025 Verve Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commission |
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| July 25, 2025 |
Exhibit 3.2 THIRD AMENDED AND RESTATED BYLAWS OF VERVE THERAPEUTICS, INC. (a Delaware corporation) (Adopted as of July 25, 2025) ARTICLE I STOCKHOLDERS Section 1. Annual Meetings. The annual meeting of the stockholders of Verve Therapeutics, Inc. (the “Corporation”) for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held ea |
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| July 25, 2025 |
As filed with the Securities and Exchange Commission on July 25, 2025 S-8 POS As filed with the Securities and Exchange Commission on July 25, 2025 Registration No. |
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| July 25, 2025 |
Fifth Amended and Restated Certificate of Incorporation of Verve Therapeutics, Inc. EX-3.1 Exhibit 3.1 Fifth Amended and Restated Certificate of Incorporation of Verve Therapeutics, Inc. 1. The name of the corporation is Verve Therapeutics, Inc. (the “Corporation”). 2. The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the name of the Corporation’s registered agent at such address i |
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| July 24, 2025 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) VERVE THERAPEUTICS, INC. (Name of Subject Company (issuer)) RIDGEWAY ACQUISITION CORPORATION (Offeror) an indirect wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names |
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| July 24, 2025 |
Lilly and Verve announce expiration of Verve tender offer EX-99.(a)(5)(B) Exhibit (a)(5)(B) July 24, 2025 For Release: Immediately Refer to: Ashley Hennessey; [email protected]; 317-416-4363 (Media) Michael Czapar; [email protected]; 317-617-0983 (Investors) Lilly and Verve announce expiration of Verve tender offer INDIANAPOLIS, July 24, 2025 — Eli Lilly and Company (NYSE: LLY) and Verve Therapeutics, Inc. (NASDAQ: VERV) today announced tha |
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| July 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 3) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Verve Therapeutics, Inc. (Name of Subject Company) Verve Therapeutics, Inc. (Name of Persons Filing Statement) Common stock, par value $0.001 per share (Title of Class of Securities) 92539P 101 ( |
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| July 22, 2025 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) VERVE THERAPEUTICS, INC. (Name of Subject Company (issuer)) RIDGEWAY ACQUISITION CORPORATION (Offeror) an indirect wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names |
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| July 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Verve Therapeutics, Inc. (Name of Subject Company) Verve Therapeutics, Inc. (Name of Persons Filing Statement) Common stock, par value $0.001 per share (Title of Class of Securities) 92539P 101 ( |
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| July 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) VERVE THERAPEUTICS, INC. (Name of Subject Company (issuer)) RIDGEWAY ACQUISITION CORPORATION (Offeror) an indirect wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing |
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| July 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2025 Verve Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commission |
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| July 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Verve Therapeutics, Inc. (Name of Subject Company) Verve Therapeutics, Inc. (Name of Persons Filing Statement) Common stock, par value $0.001 per share (Title of Class of Securities) 92539P 101 ( |
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| June 25, 2025 |
Exhibit (d)(7) EXCLUSIVITY AGREEMENT This EXCLUSIVITY AGREEMENT (this “Agreement”) is effective as of May 24, 2025, by and between Verve Therapeutics, Inc. |
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| June 25, 2025 |
Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of VERVE THERAPEUTICS, INC. |
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| June 25, 2025 |
Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of VERVE THERAPEUTICS, INC. |
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| June 25, 2025 |
Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| June 25, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Verve Therapeutics, Inc. (Name of Subject Company) Verve Therapeutics, Inc. (Name of Persons Filing Statement) Common stock, par value $0.001 per share (Title of Class of Securities) 92539P 101 ( |
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| June 25, 2025 |
Exhibit (a)(1)(B) LETTER OF TRANSMITTAL to Tender Shares of Common Stock of VERVE THERAPEUTICS, INC. |
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| June 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 VERVE THERAPEUTICS, INC. (Name of Subject Company (issuer)) RIDGEWAY ACQUISITION CORPORATION (Offeror) an indirect wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Persons (identifyi |
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| June 25, 2025 |
Exhibit (d)(6) CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (the “Agreement”) is made on the last date signed below, (the “Effective Date”), between Eli Lilly And Company, having its principal place of business at Lilly Corporate Center, Indianapolis, Indiana 46285, United States (“Lilly”), and Verve Therapeutics, Inc. |
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| June 25, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Schedule TO VERVE THERAPEUTICS, INC. (Name of Subject Company (issuer)) RIDGEWAY ACQUISITION CORPORATION (Offeror) an indirect wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Persons (identifying status as offeror, issuer or other person)) Table 1-Transaction Valuation Transaction Valuation* Fee rate Amount of F |
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| June 25, 2025 |
Exhibit (a)(1)(A) Offer to Purchase All Outstanding Shares of Common Stock of VERVE THERAPEUTICS, INC. |
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| June 17, 2025 |
EX-99.5 Exhibit 99.5 Good morning, I’m reaching out to make sure you saw the announcement (attached) that Verve has entered into a definitive agreement to be acquired by Eli Lilly and Company (Lilly). Under the terms of the agreement, Lilly will acquire all outstanding shares of Verve for $10.50 per share with potential additional value through a non-tradable contingent value right that will pay a |
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| June 17, 2025 |
EX-99.2 Exhibit 99.2 Dear All, This morning, we announced that Verve has entered into a definitive agreement to be acquired by Eli Lilly and Company (“Lilly”). Lilly shares our determination and dedication to transform the treatment of cardiovascular disease, and we believe Lilly’s global research, clinical, regulatory and commercial capabilities will help to accelerate the development of our medi |
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| June 17, 2025 |
EX-99.4 Exhibit 99.4 LinkedIn Post: X Post: Additional Information and Where to Find It The tender offer (the “Offer”) for all of the issued and outstanding shares of the Company’s common stock, par value $0.001 per share (“Shares”) has not yet commenced. This filing is for informational purposes only, is not a recommendation and is neither an offer to purchase nor a solicitation of an offer to se |
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| June 17, 2025 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among ELI LILLY AND COMPANY, RIDGEWAY ACQUISITION CORPORATION and VERVE THERAPEUTICS, INC. Dated as of June 16, 2025 TABLE OF CONTENTS Page ARTICLE I THE OFFER 6 Section 1.1. The Offer 6 Section 1.2. Company Consent; Schedule 14D-9 9 Section 1.3. Stockholder Lists 10 ARTICLE II THE MERGER 11 Section 2.1. The Merger 10 Section 2.2. Closing; Effective Time 10 |
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| June 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 16, 2025 Verve Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 17, 2025 |
EX-99.1 Exhibit 99.1 June 17, 2025 For Release: Immediately Refer to: Ashley Hennessey; [email protected]; 317-416-4363 (Media) Michael Czapar; [email protected]; 317-617-0983 (Investors) Ashlea Kosikowski; [email protected] (Verve) Lilly to acquire Verve Therapeutics to advance one-time treatments for people with high cardiovascular risk Verve’s leading programs aim to deliver lif |
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| June 17, 2025 |
EX-99.3 Exhibit 99.3 LinkedIn Post: X Post: Additional Information and Where to Find It The tender offer (the “Offer”) for all of the issued and outstanding shares of the Company’s common stock, par value $0.001 per share (“Shares”) has not yet commenced. This filing is for informational purposes only, is not a recommendation and is neither an offer to purchase nor a solicitation of an offer to se |
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| June 17, 2025 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 VERVE THERAPEUTICS, INC. (Name of Subject Company (issuer)) RIDGEWAY ACQUISITION CORPORATION (Offeror) an indirect wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Persons (i |
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| June 17, 2025 |
EX-2.3 Exhibit 2.3 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 16, 2025, is entered into by and among Verve Therapeutics, Inc., a Delaware corporation (the “Company”) and each of the stockholders of the Company set forth on Schedule A hereto (each, a “Stockholder” and, if applicable, collectively, the “Stockholders”). All terms used but not o |
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| June 17, 2025 |
EX-2.4 Exhibit 2.4 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 16, 2025, is entered into by and among Verve Therapeutics, Inc., a Delaware corporation (the “Company”) and each of the stockholders of the Company set forth on Schedule A hereto (each, a “Stockholder” and, if applicable, collectively, the “Stockholders”). All terms used but not o |
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| June 17, 2025 |
EX-2.2 Exhibit 2.2 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 16, 2025, is entered into by and among Verve Therapeutics, Inc., a Delaware corporation (the “Company”) and each of the stockholders of the Company set forth on Schedule A hereto (each, a “Stockholder” and, if applicable, collectively, the “Stockholders”). All terms used but not o |
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| June 17, 2025 |
SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 VERVE THERAPEUTICS, INC. (Name of Subject Company) VERVE THERAPEUTICS, INC. (Name of Person(s) Filing Statement) Common stock, par value $0.001 per share (Title of Class of Securities) 92539P101 (CUSIP Num |
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| June 17, 2025 |
EX-99.1 Exhibit 99.1 June 17, 2025 For Release: Immediately Refer to: Ashley Hennessey; [email protected]; 317-416-4363 (Media) Michael Czapar; [email protected]; 317-617-0983 (Investors) Ashlea Kosikowski; [email protected] (Verve) Lilly to acquire Verve Therapeutics to advance one-time treatments for people with high cardiovascular risk Verve’s leading programs aim to deliver lif |
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| June 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 5, 2025 Verve Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2025 Verve Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 14, 2025 |
Exhibit 99.1 Verve Therapeutics Announces Pipeline Progress and Reports First Quarter 2025 Financial Results Reported positive initial data from the Heart-2 Phase 1b clinical trial of VERVE-102 demonstrating dose-dependent decreases in blood LDL-C and PCSK9 Mean reduction in LDL-C of 53%, with a maximum reduction of 69%, observed after a single infusion of VERVE-102 in the 0.6 mg/kg dose cohort in |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40489 VERVE THERAPEUTICS, INC. |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 25, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| April 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 14, 2025 Verve Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 27, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Verve Therapeutics, Inc. |
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| February 27, 2025 |
Exhibit 99.1 Verve Therapeutics Announces Pipeline Progress and Reports Fourth Quarter and Full Year 2024 Financial Results Initial data from the Heart-2 Phase 1b clinical trial of VERVE-102 targeting PCSK9 expected in the second quarter of 2025, with final dose escalation data in the second half of 2025 VERVE-102 has been well-tolerated, with no treatment-related serious adverse events and no cli |
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| February 27, 2025 |
As filed with the Securities and Exchange Commission on February 27, 2025 S-8 As filed with the Securities and Exchange Commission on February 27, 2025 Registration No. |
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| February 27, 2025 |
Summary of Non-Employee Director Compensation Program Exhibit 10.10 VERVE THERAPEUTICS, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Effective as of January 1, 2025, the non-employee directors of Verve Therapeutics, Inc. (the “Company”) shall receive the following compensation for their service as members of the Board of Directors (the “Board”) of the Company. Director Compensation Our goal is to provide compensation for our no |
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| February 27, 2025 |
Powers of Attorney (included in the signature pages to the Registration Statement) Table of Contents As filed with the Securities and Exchange Commission on February 27, 2025 Registration No. |
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| February 27, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 27, 2025 Verve Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commiss |
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| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40489 VERVE THERAPEUT |
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| February 27, 2025 |
Verve Therapeutics, Inc. Insider Trading Policy Exhibit 19.1 VERVE THERAPEUTICS, INC. Insider Trading Policy 1. Background and purpose 1.1 Why Have We Adopted This Policy? The federal securities laws prohibit any member of the Board of Directors (a “Director”), officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934 (the “Exchange Act”), an “executive officer”) or employee of Verve Therapeutics, Inc. (together with its su |
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| February 27, 2025 |
Powers of Attorney (included in the signature pages to the Registration Statement) Table of Contents As filed with the Securities and Exchange Commission on February 27, 2025 Registration No. |
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| February 27, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Verve Therapeutics, Inc. |
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| January 31, 2025 |
EXHIBIT I JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0. |
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| November 18, 2024 |
VERV / Verve Therapeutics, Inc. / BIOTECHNOLOGY VALUE FUND L P - SCHEDULE 13G Passive Investment SC 13G 1 sc13g07422verv11182024.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Verve Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title |
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| November 18, 2024 |
EX-99.1 2 ex991to13g07422verv111824.htm JOINT FILING AGREEMENT Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated November 18, 2024 with respect to the Common Stock, par value $0.001 per share, of Verve Therapeutics, Inc., a Delaware corporation, and any further amendments thereto executed by each and any of the undersigned shall be filed on b |
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| November 5, 2024 |
Exhibit 99.1 Verve Therapeutics Announces Pipeline Progress and Reports Third Quarter 2024 Financial Results Seven participants across two cohorts dosed in the Heart-2 Phase 1b clinical trial of VERVE-102 targeting PCSK9; Initial data planned for the first half of 2025 First participant dosed in the Pulse-1 Phase 1b clinical trial of VERVE-201 targeting ANGPTL3; Regulatory clearances in Australia, |
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| November 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 5, 2024 Verve Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40489 VERVE THERAPEUTICS, INC. |
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| October 16, 2024 |
VERV / Verve Therapeutics, Inc. / STATE STREET CORP Passive Investment SC 13G 1 VerveTherapeuticsInc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* VERVE THERAPEUTICS INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 92539P101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pur |
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| September 9, 2024 |
VERV / Verve Therapeutics, Inc. / MILLENNIUM MANAGEMENT LLC Passive Investment SC 13G/A 1 VERVSC13GA1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) VERVE THERAPEUTICS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 92539P101 (CUSIP Number) AUGUST 30, 2024 (Date of event which requires filing of this statement) Check the appropr |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40489 VERVE THERAPEUTICS, INC. |
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| August 8, 2024 |
Advisor Agreement, dated May 30, 2024, by and between the Registrant and Andrew Bellinger. Exhibit 10.2 Advisor Agreement This Advisor Agreement (the “Agreement”), made this 30th day of May, 2024, is entered into by and between Verve Therapeutics, Inc. (the “Company”), and Andrew Bellinger (the “Advisor”), and will be effective as of the day immediately following the Separation Date (hereinafter, the “Effective Date”). Capitalized terms used but not defined herein have the meanings set |
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| August 8, 2024 |
Exhibit 99.1 Verve Therapeutics Announces Pipeline Progress and Reports Second Quarter 2024 Financial Results Heart-2 clinical trial of VERVE-102 enrolling in the U.K. and Canada; Clinical Trial Application cleared in Australia Heart-2 and PCSK9 program data update planned for first half of 2025 Phase 1b clinical trial initiation for VERVE-201 on track for the second half of 2024 Cash, cash equiva |
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| August 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2024 Verve Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 8, 2024 |
Separation Agreement, dated May 30, 2024, by and between the Registrant and Andrew Bellinger. Exhibit 10.1 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. VIA ELECTRONIC MAIL May 23, 2024 (as amended May 29, 2024) Andrew Bellinger Dear Andrew: This letter agreement memorializes our discussions about your transiti |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2024 Verve Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 28, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2024 Verve Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorpor |
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| June 27, 2024 |
VERV / Verve Therapeutics, Inc. / MILLENNIUM MANAGEMENT LLC Passive Investment SC 13G 1 VERVSC13G.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 VERVE THERAPEUTICS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 92539P101 (CUSIP Number) JUNE 21, 2024 (Date of event which requires filing of this statement) Check the appropriate box to designate th |
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| June 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2024 Verve Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2024 Verve Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 8, 2024 |
Exhibit 99.1 Verve Therapeutics Announces Pipeline Progress and Reports First Quarter 2024 Financial Results First patient dosed in Heart-2 Phase 1b clinical trial of VERVE-102 VERVE-201 clinical trial initiation on track for the second half of 2024 Received first milestone payment from Eli Lilly for collaboration on an in vivo gene editing program targeting lipoprotein(a) (Lp(a)) Cash, cash equiv |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40489 VERVE THERAPEUTICS, INC. |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2024 Verve Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 2, 2024 Verve Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 27, 2024 |
Exhibit 10.29 Execution Version Confidential Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 28, 2023, by |
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| February 27, 2024 |
Form of Nonstatutory Stock Option Agreement under 2024 Inducement Stock Incentive Plan Exhibit 10.9 VERVE THERAPEUTICS, INC. NONSTATUTORY STOCK OPTION AGREEMENT Granted under 2024 Inducement Stock Incentive Plan Verve Therapeutics, Inc. (the “Company”) hereby grants the following stock option pursuant to its 2024 Inducement Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of optionee (the “Participant”): Grant Date: Number o |
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| February 27, 2024 |
Exhibit 99.1 Verve Therapeutics Provides Pipeline Progress and Reports Fourth Quarter and Full Year 2023 Financial Results Three Clinical Stage Programs Targeting PCSK9 and ANGPTL3 Expected in 2024 Announced First Human Proof-of-Concept Data for In Vivo Base Editing from Ongoing Heart-1 Phase 1b Clinical Trial of VERVE-101 in November 2023 Cash, Cash Equivalents and Marketable Securities of $624 M |
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| February 27, 2024 |
Exhibit 10.24 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made as of June 11, 2021 by and between Verve Therapeutics, Inc. (the “Company”), and Andrew Bellinger (the “Executive”) (together, the “Parties”). RECITALS WHEREAS, the Company desires to continue to employ the Executive as its Chief Scientific Officer (“CSO”); and WHEREAS, the Company and the Executive are party t |
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| February 27, 2024 |
2024 Inducement Stock Incentive Plan Exhibit 99.3 Verve Therapeutics, Inc. 2024 INDUCEMENT STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2024 Inducement Stock Incentive Plan (the “Plan”) of Verve Therapeutics, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contrib |
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| February 27, 2024 |
Form of Restricted Stock Unit Agreement under 2024 Inducement Stock Incentive Plan Exhibit 10.8 VERVE THERAPEUTICS, INC. Restricted Stock Unit Agreement Granted under 2024 Inducement Stock Incentive Plan Verve Therapeutics, Inc. (the “Company”) hereby grants the following restricted stock units pursuant to its 2024 Inducement Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of recipient (the “Participant”): Grant Date: N |
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| February 27, 2024 |
Summary of Non-Employee Director Compensation Program Exhibit 10.10 VERVE THERAPEUTICS, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Effective as of January 1, 2024, the non-employee directors of Verve Therapeutics, Inc. (the “Company”) shall receive the following compensation for their service as members of the Board of Directors (the “Board”) of the Company. Director Compensation Our goal is to provide compensation for our no |
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| February 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 27, 2024 Verve Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commiss |
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| February 27, 2024 |
Exhibit 10.17 Confidential – 04 October 2021 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. LICENSE AGREEMENT This License Agreement (“Agreement”) is made as of October 4, 2021 (“Effective Date”), by and between Novarti |
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| February 27, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Verve Therapeutics, Inc. |
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| February 27, 2024 |
As filed with the Securities and Exchange Commission on February 27, 2024 As filed with the Securities and Exchange Commission on February 27, 2024 Registration No. |
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| February 27, 2024 |
2024 Inducement Stock Incentive Plan Exhibit 10.7 Verve Therapeutics, Inc. 2024 INDUCEMENT STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2024 Inducement Stock Incentive Plan (the “Plan”) of Verve Therapeutics, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contrib |
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| February 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40489 VERVE THERAPEUT |
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| February 27, 2024 |
Dodd-Frank Compensation Recovery Policy Exhibit 97 Final VERVE THERAPEUTICS, INC. Dodd-Frank Compensation Recovery Policy This Compensation Recovery Policy (this “Policy”) is adopted by Verve Therapeutics, Inc. (the “Company”) in accordance with Nasdaq Listing Rule 5608 (“Rule 5608”), which implements Rule 10D-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (as promulgated pursuant to Section 954 of the Dodd |
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| February 13, 2024 |
VERV / Verve Therapeutics, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv02212-vervetherapeuticsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Verve Therapeutics Inc Title of Class of Securities: Common Stock CUSIP Number: 92539P101 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to |
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| January 29, 2024 |
VERV / Verve Therapeutics, Inc. / ARK Investment Management LLC - SC 13G/A Passive Investment SC 13G/A 1 tm244117d28sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Verve Therapeutics, Inc. (Name of Issuer) Common stock (Title of Class of Securities) 92539P101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| December 11, 2023 |
VERV / Verve Therapeutics Inc / GV 2017, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm2332458d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Verve Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 92539P101 (CUSIP Number) December 1, 2023 (Date of Event Which Requires Filing of this Statement) |
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| November 29, 2023 |
12,500,000 Shares Common stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-267578 PROSPECTUS SUPPLEMENT (To Prospectus dated September 23, 2022) 12,500,000 Shares Common stock We are offering 12,500,000 shares of our common stock in this offering. Our common stock is listed on the Nasdaq Global Select Market under the symbol “VERV.” The last reported sales price of our common stock on the Nasdaq Glob |
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| November 29, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) Verve Therapeutics, Inc. |
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| November 29, 2023 |
Exhibit 1.1 UNDERWRITING AGREEMENT VERVE THERAPEUTICS, INC. 12,500,000 Shares of Common Stock, par value $0.001 per share Underwriting Agreement November 28, 2023 Jefferies LLC Guggenheim Securities, LLC William Blair & Company, L.L.C. BMO Capital Markets Corp. RBC Capital Markets, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Jefferies LLC 520 Madison Avenue N |
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| November 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 28, 2023 Verve Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commiss |
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| November 29, 2023 |
Exhibit 99.1 Verve Therapeutics Announces Pricing of Public Offering of Common Stock and Concurrent Private Placement BOSTON, Massachusetts, November 28, 2023 – Verve Therapeutics, Inc. (Nasdaq: VERV), a clinical-stage biotechnology company pioneering a new approach to the care of cardiovascular disease with single-course gene editing medicines, today announced the pricing of an underwritten publi |
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| November 28, 2023 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-267578 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement has been filed with the Securities and Exchange Commission and is effective. This prospectus supplement is not an offer to sell these securities and it is not soliciting an offer to buy these securities |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2023 Verve Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commiss |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40489 VERVE THERAPEUTICS, INC. |
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| November 7, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2023 Verve Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 7, 2023 |
Exhibit 99.1 Verve Therapeutics Highlights Recent Company Progress and Reports Third Quarter 2023 Financial Results U.S. Food and Drug Administration (FDA) Clears Investigational New Drug Application for VERVE-101 in Patients with Heterozygous Familial Hypercholesterolemia (HeFH) Collaboration with Eli Lilly and Company (Lilly) Expands Through Lilly’s Acquisition of Product Rights to Verve’s PCSK9 |
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| October 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 23, 2023 Verve Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commissi |
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| August 10, 2023 |
Exhibit 10.2 Execution Version Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 14, 2023, by and between Verve |
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| August 10, 2023 |
Exhibit 10.1 Execution Version Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. RESEARCH AND COLLABORATION AGREEMENT between VERVE THERAPEUTICS, INC. and ELI LILLY AND COMPANY Dated as of June 14, 2023 RESEARCH AND COLLAB |
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| August 10, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2023 Verve Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commissio |
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| August 10, 2023 |
Exhibit 99.1 Verve Therapeutics Highlights Recent Company Progress and Reports Second Quarter 2023 Financial Results heart-1 Initial Clinical Data Expected in the Fourth Quarter of 2023 Preclinical Studies and Clinical Operations Activities Underway to Support Initiation of Clinical Trials for VERVE-102 and VERVE-201 in 2024 Lp(a) Program Advancing in Collaboration with Lilly; Received $60 Million |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40489 VERVE THERAPEUTICS, INC. |
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| June 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 15, 2023 Verve Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 14, 2023 Verve Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2023 Verve Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40489 VERVE THERAPEUTICS, INC. |
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| May 15, 2023 |
Exhibit 99.1 Verve Therapeutics Announces Pipeline Progress and Expansion and Reports First Quarter 2023 Financial Results heart-1 Clinical Trial of VERVE-101 Ongoing with Initial Data Expected in the Second Half of 2023 VERVE-102 Named Second PCSK9-Targeting Program, Leveraging Novel GalNAc-LNP Delivery with Clinical Trial Initiation Expected in the First Half of 2024 VERVE-201 Targeting ANGPTL3 |
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| April 28, 2023 |
DEF 14A 1 verv-2023-proxy.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| April 28, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| March 2, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Verve Therapeutics, Inc. |
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| March 2, 2023 |
Exhibit 10.5 VERVE THERAPEUTICS, INC. Restricted Stock Unit Agreement Verve Therapeutics, Inc. (the “Company”) hereby grants the following restricted stock units pursuant to its 2021 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of recipient (the “Participant”): Grant Date: Number of restricted stock units (“RSUs”) granted: Vesting Star |
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| March 2, 2023 |
Exhibit 10.22 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 18, 2022, by and between Verve Therapeutics, Inc |
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| March 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40489 VERVE THERAPEUT |
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| March 2, 2023 |
Power of attorney (included on the signature pages of this registration statement). S-8 As filed with the Securities and Exchange Commission on March 2, 2023 Registration No. |
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| March 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 2, 2023 Verve Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 2, 2023 |
Exhibit 10.7 VERVE THERAPEUTICS, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Effective as of January 1, 2023, the non-employee directors of Verve Therapeutics, Inc. (the “Company”) shall receive the following compensation for their service as members of the Board of Directors (the “Board”) of the Company. Director Compensation Our goal is to provide compensation for our non |
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| March 2, 2023 |
Exhibit 99.1 Verve Therapeutics Provides Pipeline Progress and Reports Fourth Quarter and Full Year 2022 Financial Results heart-1 Clinical Trial of VERVE-101 Ongoing in New Zealand and UK; Data from Dose Escalation Cohorts Expected in the Second Half of 2023 VERVE-201 Progressing Through Preclinical Development with Clinical Initiation Anticipated in 2024 Well-Capitalized with $554.8 Million Supp |
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| February 17, 2023 |
EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF VERVE THERAPEUTICS, INC. TABLE OF CONTENTS ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Record Date for Stockholder Meetings 1 1.5 Notice of Meetings 2 1.6 Voting List 2 1.7 Quorum 2 1.8 Adjournments 2 1.9 Voting and Proxies 3 1.10 Action at Meeting 3 1.11 Nomination of Directors 3 1.12 Not |
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| February 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 14, 2023 Verve Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commiss |
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| February 14, 2023 |
VERV / Verve Therapeutics, Inc. / Casdin Capital, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 13, 2023 |
SC 13G/A 1 arch-sch13g18696.htm ARCH VENTURE FUND X, L.P. - VERVE THERAPEUTICS, INC. - SCH 13G/A(#1E) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 - Exit Filing)* Verve Therapeutics, Inc. (Name of Issuer) Common Stock par value $0.001 per share (Title of Class of Securities) 92539P101 (CUSIP Number) |
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| February 10, 2023 |
VERV / Verve Therapeutics, Inc. / ARK Investment Management LLC - SC 13G Passive Investment SC 13G 1 tm235555d36sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Verve Therapeutics, Inc. (Name of Issuer) Common stock (Title of Class of Securities) 92539P101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| February 10, 2023 |
VERV / Verve Therapeutics, Inc. / GV 2017, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm235939d5sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Verve Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 92539P101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) |
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| February 9, 2023 |
VERV / Verve Therapeutics, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Verve Therapeutics Inc. Title of Class of Securities: Common Stock CUSIP Number: 92539P101 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ |
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| February 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Verve Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92539P101 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| December 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 2, 2022 Verve Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction (Commission (IRS Employer o |
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| November 7, 2022 |
Exhibit 99.1 Verve Therapeutics Provides Regulatory Update on VERVE-101 Investigational New Drug Application and Reports Third Quarter 2022 Financial Results VERVE-101 Investigational New Drug Application Placed on Hold by U.S. Food and Drug Administration Dosing Completed in First Dose Cohort of the heart-1 Clinical Trial of VERVE-101 in Patients with HeFH; Independent Data Safety Monitoring Boar |
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| November 7, 2022 |
Exhibit 10.2 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENT by and between VERVE THERAPEUTICS, INC. and BEAM THERAPEUTICS INC. July 5, 2022 Table of Contents Page |
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| November 7, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2022 Verve Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 7, 2022 |
Exhibit 10.3 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. STRATEGIC COLLABORATION AND LICENSE AGREEMENT BETWEEN vertex pharmaceuticals incorporated AND VERVE THERAPEUTICS, INC. STRATEGIC COLLABORATION AND LICENSE AGRE |
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| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40489 VERVE THERAPEUTICS, INC. |
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| September 23, 2022 |
Exhibit 4.7 Form of Subordinated Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE |
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| September 23, 2022 |
Exhibit 4.5 VERVE THERAPEUTICS, INC. and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE 1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314( |
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| September 23, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Verve Therapeutics, Inc. |
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| September 23, 2022 |
As filed with the Securities and Exchange Commission on September 23, 2022 Table of Contents As filed with the Securities and Exchange Commission on September 23, 2022 Registration No. |
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| September 23, 2022 |
Exhibit 4.6 Form of Senior Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE |
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| September 23, 2022 |
Exhibit 4.4 VERVE THERAPEUTICS, INC. and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) Inap |
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| August 9, 2022 |
Exhibit 99.1 Verve Therapeutics Provides Corporate Updates and Reports Second Quarter 2022 Financial Results Over $300 Million in Capital Added to Balance Sheet, Supporting an Operating Runway into Second Half of 2025 Patient Dosing Underway with Lead Candidate, VERVE-101, for Treatment of Heterozygous Familial Hypercholesterolemia; Regulatory Clearances in the United Kingdom and United States Ant |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 3, 2022 Verve Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 9, 2022 |
Exhibit 10.2 SECOND AMENDMENT TO LEASE THIS SECOND AMENDMENT TO LEASE (this ?Second Amendment?) is made as of June 17, 2022, by and between ARE-MA REGION NO. 87 TENANT, LLC, a Delaware limited liability company (?Landlord?), and VERVE THERAPEUTICS, INC., a Delaware corporation (?Tenant?). RECITALS A. Landlord and Tenant are parties to that certain Lease Agreement dated as of August 19, 2021, as am |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO 2SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40489 VERVE THERAPEUTICS , INC. |
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| July 21, 2022 |
Exhibit 1.1 UNDERWRITING AGREEMENT VERVE THERAPEUTICS, INC. 8,333,334 Shares of Common Stock, par value $0.001 per share Underwriting Agreement July 20, 2022 J.P. Morgan Securities LLC Jefferies LLC Guggenheim Securities, LLC William Blair & Company, L.L.C. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New Yor |
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| July 21, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 20, 2022 Verve Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commission |
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| July 21, 2022 |
424B5 1 d385969d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-265996 Prospectus supplement (To Prospectus Dated July 12, 2022) 8,333,334 Shares Common stock We are offering 8,333,334 shares of our common stock in this offering. Our common stock is listed on the Nasdaq Global Select Market under the symbol “VERV.” The last reported sales price of our common |
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| July 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 20, 2022 Verve Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commission |
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| July 21, 2022 |
Verve Therapeutics Announces Pricing of Upsized Public Offering of Common Stock Exhibit 99.1 Verve Therapeutics Announces Pricing of Upsized Public Offering of Common Stock CAMBRIDGE, Massachusetts, July 21, 2022 ? Verve Therapeutics, Inc. (Nasdaq: VERV), a biotechnology company pioneering a new approach to the care of cardiovascular disease with single-course gene editing medicines, today announced the pricing of its upsized underwritten public offering of 8,333,334 shares o |
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| July 20, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-265996 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement has been filed with the Securities and Exchange Commission and is effective. This prospectus supplement is not an offer to sell these securities and it is not soliciting an offer to buy these securities |
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| July 20, 2022 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 18, 2022 Verve Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commission |
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| July 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 12, 2022 Verve Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commission |
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| July 8, 2022 |
VERVE THERAPEUTICS, INC. 500 Technology Square, Suite 901 Cambridge, Massachusetts 02139 VERVE THERAPEUTICS, INC. 500 Technology Square, Suite 901 Cambridge, Massachusetts 02139 July 8, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Verve Therapeutics, Inc. Registration Statement on Form S-3 File No. 333-265996 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Secur |
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| July 7, 2022 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 5, 2022 Verve Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commission F |
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| July 1, 2022 |
Exhibit 4.7 Form of Subordinated Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE |
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| July 1, 2022 |
As filed with the Securities and Exchange Commission on July 1, 2022 Table of Contents As filed with the Securities and Exchange Commission on July 1, 2022 Registration No. |
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| July 1, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Verve Therapeutics, Inc. |
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| July 1, 2022 |
Exhibit 4.6 Form of Senior Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE |
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| July 1, 2022 |
EX-1.2 2 d370551dex12.htm EX-1.2 Exhibit 1.2 OPEN MARKET SALE AGREEMENTSM July 1, 2022 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Verve Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), |
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| July 1, 2022 |
Exhibit 4.4 VERVE THERAPEUTICS, INC. and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) Inap |
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| July 1, 2022 |
Form of Subordinated Indenture Exhibit 4.5 VERVE THERAPEUTICS, INC. and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE 1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314( |
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| June 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 9, 2022 Verve Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 10, 2022 |
Exhibit 99.1 Verve Therapeutics Announces Clearance of First VERVE-101 Clinical Trial Application and Outlines Global Clinical Development Strategy; Reports First Quarter 2022 Financial Results Verve on Track to Begin Dosing HeFH Patients in New Zealand in Mid-2022 in a Phase 1 Clinical Trial with Initial Clinical Data Expected in 2023 Preparing for Submission of United Kingdom and United States R |
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| May 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 10, 2022 Verve Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q l UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40489 VERVE THERAPEUTICS, INC. |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| March 14, 2022 |
Exhibit 99.1 Verve Therapeutics Announces Pipeline Progress and Reports Fourth Quarter and Full Year 2021 Financial Results Significant Progress Anticipated in 2022 with Initiation of Clinical Trial for VERVE-101 and IND-enabling Studies for ANGPTL3 Program Presentations at Upcoming Scientific Conferences to Highlight Novel Base Editing Approach and Proprietary Lipid Nanoparticle Delivery System C |
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| March 14, 2022 |
Exhibit 10.14 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (this ?First Amendment?) is made as of January 4, 2022, by and between ARE-MA REGION NO. 87 TENANT, LLC, a Delaware limited liability company (?Landlord?), and VERVE THERAPEUTICS, INC., a Delaware corporation (?Tenant?). RECITALS a. Landlord and Tenant are parties to that certain Lease Agreement dated as of August 19, 2021 (the ? |
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| March 14, 2022 |
As filed with the Securities and Exchange Commission on March 14, 2022 As filed with the Securities and Exchange Commission on March 14, 2022 Registration No. |
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| March 14, 2022 |
Exhibit 4.3 DESCRIPTION OF REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following description of the capital stock and provisions of Verve Therapeutics, Inc?s. (the ?Company,? ?we,? ?us? and/or ?our?) restated certificate of incorporation and amended and restated bylaws are summaries and are qualified by reference to our restated |
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| March 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40489 VERVE THERAPEUT |
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| March 14, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 14, 2022 Verve Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 14, 2022 |
Exhibit 10.7 VERVE THERAPEUTICS, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Effective as of February 12, 2022, the non-employee directors of Verve Therapeutics, Inc. (the ?Company?) shall receive the following compensation for their service as members of the Board of Directors (the ?Board?) of the Company. Director Compensation Our goal is to provide compensation for our n |
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| March 14, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Verve Therapeutics, Inc. |
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| March 14, 2022 |
Form of Restricted Stock Unit Agreement under the 2021 Stock Incentive Plan Exhibit 10.5 Verve Therapeutics, Inc. Restricted Stock Unit Agreement Verve Therapeutics, Inc. (the ?Company?) hereby grants the following restricted stock units pursuant to its 2021 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of recipient (the ?Participant?): Grant Date: Number of restricted stock units (?RSUs?) granted: Vesting Star |
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| March 14, 2022 |
Exhibit 10.4 Verve Therapeutics, Inc. STOCK OPTION AGREEMENT Verve Therapeutics, Inc. (the ?Company?) hereby grants the following stock option pursuant to its 2021 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of optionee (the ?Participant?): Grant Date: Incentive Stock Option or Nonstatutory Stock Option: Number of shares of the Compan |
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| March 14, 2022 |
Exhibit 10.19 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?), is made as of November 26, 2021 (the ?Effective Date?) by and between Verve Therapeutics, Inc. (the ?Company?), and Allison Dorval (the ?Executive?) (together, the ?Parties?). RECITALS WHEREAS, the Company desires to employ the Executive as its Chief Financial Officer (?CFO?); and WHEREAS, the Executive has agreed to a |
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| February 14, 2022 |
EXHIBIT A Agreement of Joint Filing The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Verve Therapeutics, Inc. |
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| February 14, 2022 |
VERV / Verve Therapeutics, Inc. / GV 2017, L.P. - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Verve Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 92539P101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| February 14, 2022 |
VERV / Verve Therapeutics, Inc. / Casdin Capital, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ???)* Verve Therapeutics, Inc. (Name of Issuer) Common Stock par value $0.001 per share (Title of Class of Securities) 92539P101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate t |
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| February 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Verve Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92539P101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| February 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Verve Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92539P101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| November 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 24, 2021 Verve Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commiss |
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| November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40489 VERVE THERAPEUTICS, INC. |
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| November 10, 2021 |
EX-99.1 2 d253452dex991.htm EX-99.1 Exhibit 99.1 Verve Therapeutics Announces Pipeline Progress and Reports Third Quarter 2021 Financial Results VERVE-101 Preclinical Data Announced at TIDES 2021 Demonstrated Potent, Durable PCSK9 Protein and LDL-C Reductions, Supporting Planned Clinical Initiation in 2022 New Preclinical Data from ANGPTL3 Program Highlight Potent Editing with Proprietary GalNAc-L |
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| November 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 10, 2021 Verve Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40489 82- 4800132 (State or Other Jurisdiction of Incorporation) (Commis |
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| November 10, 2021 |
Exhibit 10.1 LEASE AGREEMENT THIS LEASE AGREEMENT (this ?Lease?) is made this 19 day of August, 2021, between ARE-MA REGION NO. 87 TENANT, LLC, a Delaware limited liability company (?Landlord?), and VERVE THERAPEUTICS, INC., a Delaware corporation (?Tenant?). Building: That certain to-be-constructed 14-story building to be known as 201 Brookline Avenue, Boston, Massachusetts, and located on the re |
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| August 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 19, 2021 Verve Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40489 82- 4800132 (State or Other Jurisdiction of Incorporation) (Commissi |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment No. |
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| August 12, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 12, 2021 Verve Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 12, 2021 |
Exhibit 99.1 Verve Therapeutics Announces Business and Program Highlights and Reports Second Quarter 2021 Financial Results New Preclinical Base Editing Durability Data and Proprietary GalNAc-targeted Lipid Nanoparticle Delivery Technology Data to be Presented at TIDES in September 2021 VERVE-101 IND-Enabling Studies Ongoing to Support Planned IND Submission in 2022 Successful $306.7 Million IPO C |
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| August 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q 10-Q 1 verv-q2-2021.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File N |
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| June 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Verve Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92539P101 (CUSIP Number) June 17, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch |
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| June 23, 2021 |
VERV / Verve Therapeutics, Inc. / Casdin Capital, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| June 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 21, 2021 Verve Therapeutics, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40489 82-4800132 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 21, 2021 |
EX-3.1 2 d188013dex31.htm EX-3.1 Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF VERVE THERAPEUTICS, INC. Verve Therapeutics, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that the name of the corporation is Verve Therapeutics, Inc. and the original certificate of incorporation of the corporation was filed with the S |
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| June 21, 2021 |
EX-3.2 3 d188013dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF VERVE THERAPEUTICS, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Record Date for Stockholder Meetings 1 1.5 Notice of Meetings 2 1.6 Voting List 2 1.7 Quorum 3 1.8 Adjournments 3 1.9 Voting and Proxies 4 1.10 Action at Meeting 4 1.11 Nomination |
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| June 17, 2021 |
As filed with the Securities and Exchange Commission on June 17, 2021 As filed with the Securities and Exchange Commission on June 17, 2021 Registration No. |
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| June 17, 2021 |
(in thousands, except share and per share data) Table of Contents Filed pursuant to Rule 424(b)(4) File No. 333-256608 File No. 333-257158 Prospectus 14,035,789 shares Common stock This is an initial public offering of shares of common stock by Verve Therapeutics, Inc. We are offering 14,035,789 shares of our common stock. The initial public offering price is $19.00 per share. Prior to this offering, there has been no public market for our comm |
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| June 16, 2021 |
As filed with the Securities and Exchange Commission on June 16, 2021 As filed with the Securities and Exchange Commission on June 16, 2021 Registration No. |
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| June 14, 2021 |
EX-10.18 10 d140009dex1018.htm EX-10.18 Exhibit 10.18 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made as of June 11, 2021 by and between Verve Therapeutics, Inc. (the “Company”), and Sekar Kathiresan (the “Executive”) (together, the “Parties”). RECITALS WHEREAS, the Company desires to continue to employ the Executive as its Chief Executive Officer; and WHEREAS, the Compan |
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| June 14, 2021 |
EX-10.4 5 d140009dex104.htm EX-10.4 Exhibit 10.4 Verve Therapeutics, Inc. 2021 STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2021 Stock Incentive Plan (the “Plan”) of Verve Therapeutics, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make imp |
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| June 14, 2021 |
EX-10.6 7 d140009dex106.htm EX-10.6 Exhibit 10.6 Verve Therapeutics, Inc. RESTRICTED STOCK UNIT AGREEMENT Verve Therapeutics, Inc. (the “Company”) hereby grants the following restricted stock units pursuant to its 2021 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of recipient (the “Participant”): Grant Date: Number of restricted stock |
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| June 14, 2021 |
June 14, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: David Gessert Re: Verve Therapeutics, Inc. Registration Statement on Form S-1 (File No. 333-256608) Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to |
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| June 14, 2021 |
Exhibit 10.19 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?), is made as of June 11, 2021 by and between Verve Therapeutics, Inc. (the ?Company?), and Andrew Ashe (the ?Executive?) (together, the ?Parties?). RECITALS WHEREAS, the Company desires to continue to employ the Executive as its President and Chief Operating Officer (?COO?); and WHEREAS, the Company and the Executive are |
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| June 14, 2021 |
EX-3.5 3 d140009dex35.htm EX-3.5 Exhibit 3.5 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VERVE THERAPEUTICS, INC. Verve Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows: A resolution was duly |
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| June 14, 2021 |
Exhibit 10.20 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?), is made as of June 11, 2021 by and between Verve Therapeutics, Inc. (the ?Company?), and Andrew Bellinger (the ?Executive?) (together, the ?Parties?). RECITALS WHEREAS, the Company desires to continue to employ the Executive as its Chief Scientific Officer (?CSO?); and WHEREAS, the Company and the Executive are party t |
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| June 14, 2021 |
Verve Therapeutics, Inc. 500 Technology Square, Suite 901 Cambridge, MA 02139 June 14, 2021 Verve Therapeutics, Inc. 500 Technology Square, Suite 901 Cambridge, MA 02139 June 14, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Verve Therapeutics, Inc. Registration Statement on Form S-1 File No. 333-256608 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities |
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| June 14, 2021 |
EX-10.7 8 d140009dex107.htm EX-10.7 Exhibit 10.7 Verve Therapeutics, Inc. AMENDED AND RESTATED 2021 EMPLOYEE STOCK PURCHASE PLAN The purpose of this Amended and Restated 2021 Employee Stock Purchase Plan (this “Plan”) is to provide eligible employees of Verve Therapeutics, Inc. (the “Company”) and certain of its subsidiaries with opportunities to purchase shares of the Company’s common stock, $0.0 |
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| June 14, 2021 |
As filed with the Securities and Exchange Commission on June 14, 2021 S-1/A 1 d140009ds1a.htm S-1/A Table of Contents As filed with the Securities and Exchange Commission on June 14, 2021 Registration No. 333-256608 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VERVE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 2834 82-4 |
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| June 14, 2021 |
Exhibit 10.8 VERVE THERAPEUTICS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Effective on the effective date of the Registration Statement on Form S-1 relating to the initial public offering (?IPO?) of Verve Therapeutics, Inc. (the ?Company?), the Company?s non-employee directors shall receive the following compensation for their service as members of the Board of Directors (the ?Board?) of the |
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| June 14, 2021 |
Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT VERVE THERAPEUTICS, INC. [●] Shares of Common Stock, par value $0.001 per share Underwriting Agreement [●], 2021 J.P. Morgan Securities LLC Jefferies LLC Guggenheim Securities, LLC William Blair & Company, L.L.C. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/ |
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| June 14, 2021 |
Exhibit 10.5 Verve Therapeutics, Inc. STOCK OPTION AGREEMENT Verve Therapeutics, Inc. (the ?Company?) hereby grants the following stock option pursuant to its 2021 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of optionee (the ?Participant?): Grant Date: Incentive Stock Option or Nonstatutory Stock Option: Number of shares of the Compan |
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| June 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Verve Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 82-4800132 (State of incorporation or organization) (I.R.S. Employer Identification No.) 500 Technology Squa |
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| June 4, 2021 |
Lia Der Marderosian +1 617 526 6982 (t) +1 617 526 5000 (f) [email protected] FOIA CONFIDENTIAL TREATMENT REQUEST The entity requesting confidential treatment is: Verve Therapeutics, Inc. 500 Technology Square, Suite 901 Cambridge, MA 02139 Attn: Sekar Kathiresan, M.D. Chief Executive Officer 617-603-0070 June 4, 2021 VIA EDGAR SUBMISSION AND SECURE FILE TRANSFER Securities and Exc |
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| May 28, 2021 |
As filed with the Securities and Exchange Commission on May 28, 2021 Table of Contents As filed with the Securities and Exchange Commission on May 28, 2021 Registration No. |
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| May 28, 2021 |
EX-21.1 19 d140009dex211.htm EX-21.1 Exhibit 21.1 List of Subsidiaries Name Jurisdiction of Incorporation Verve Securities Corporation Massachusetts |
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| May 28, 2021 |
EX-10.17 18 d140009dex1017.htm EX-10.17 Exhibit 10.17 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of [ ], 20 by and between Verve Therapeutics, Inc., a Delaware corporation (the “Company”), and [] (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and the Indemnitee covering the subject matter of this Agr |
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| May 28, 2021 |
EX-3.4 5 d140009dex34.htm EX-3.4 Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF VERVE THERAPEUTICS, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Record Date for Stockholder Meetings 1 1.5 Notice of Meetings 2 1.6 Voting List 2 1.7 Quorum 3 1.8 Adjournments 3 1.9 Voting and Proxies 4 1.10 Action at Meeting 4 1.11 Nomination |
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| May 28, 2021 |
Exhibit 10.13 SUBLEASE This SUBLEASE is made as of April 13, 2020, by and between FOGHORN THERAPEUTICS INC., a Delaware corporation having an address at 100 Binney Street, Suite 610, Cambridge, Massachusetts 02142 (?Sublandlord?) and VERVE THERAPEUTICS INC., a Delaware corporation having an address at 215 First Street, Suite 440, Cambridge, MA 02142 (?Subtenant?). RECITALS: A. Pursuant to that Lea |
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| May 28, 2021 |
Exhibit 10.2 ENDCADIA, INC. 2018 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: ? to attract and retain the best available personnel for positions of substantial responsibility, ? to provide additional incentive to Employees, Directors and Consultants, and ? to promote the success of the Company?s business. The Plan permits the grant of Incentive Stock Options, Nonst |
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| May 28, 2021 |
EX-10.3 9 d140009dex103.htm EX-10.3 Exhibit 10.3 ENDCADIA, INC. (the “Company”) 2018 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the 2018 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”). I. NOTICE OF STOCK OPTION GRANT Name: Address: The undersigned Participant has |
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| May 28, 2021 |
Exhibit 10.9 Execution Version CONFIDENTIAL Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. COLLABORATION AND LICENSE AGREEMENT by and between VERVE THERAPEUTICS, INC. and BEAM THERAPEUTICS INC. April 3, 2019 TABLE OF CO |
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| May 28, 2021 |
Amended and Restated Bylaws of the Registrant Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF VERVE THERAPEUTICS, INC. Adopted January 15, 2019 TABLE OF CONTENTS Page ARTICLE I ? MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 1 1.4 Notice of Stockholders? Meetings 2 1.5 Quorum 2 1.6 Adjourned Meeting; Notice 2 1.7 Conduct of Business 2 1.8 Voting 3 1.9 Stockholder Action by Written Consent Without a Mee |
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| May 28, 2021 |
Verve Therapeutics, Inc. May 28, 2021 Page 2 May 28, 2021 Lia Der Marderosian +1 617 526 6982 (t) +1 617 526 5000 (f) [email protected] By Electronic Submission Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: David Gessert Re: Verve Therapeutics, Inc. Draft Registration Statement on Form S-1 Submitted April 16, 2021 CIK No. 0001840574 Ladies and Gentlemen: |
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| May 28, 2021 |
Exhibit 10.1 SECOND AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT THIS SECOND AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT (this ?Agreement?) is made as of the 14th day of January, 2021, by and among Verve Therapeutics, Inc. a Delaware corporation (f/k/a Endcadia, Inc.) (the ?Company?), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as |
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| May 28, 2021 |
Amended and Restated Certificate of Incorporation of the Registrant Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VERVE THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Verve Therapeutics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: 1. That |
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| May 28, 2021 |
Exhibit 10.10 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. AMENDED AND RESTATED Development and Option Agreement by and between ACUITAS THERAPEUTICS, INC. and VERVE THERAPEUTICS, INC. dated October 6, 2020 Table of Co |
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| May 28, 2021 |
EX-10.11 12 d140009dex1011.htm EX-10.11 EXHIBIT 10.11 EXECUTION COPY Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. NON-EXCLUSIVE LICENSE AGREEMENT by and between ACUITAS THERAPEUTICS, INC. and VERVE THERAPEUTICS, INC. |
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| May 28, 2021 |
Exhibit 3.3 RESTATED CERTIFICATE OF INCORPORATION OF VERVE THERAPEUTICS, INC. Verve Therapeutics, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that the name of the corporation is Verve Therapeutics, Inc. and the original certificate of incorporation of the corporation was filed with the Secretary of State of the State of |
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| May 28, 2021 |
EX-4.1 6 d140009dex41.htm EX-4.1 Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK COMMON STOCK PAR VALUE $ 001 Certificate Shares Number * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * ZQ00000000 * * * * 0 0 0 0 0 0 * * * * * * * * * * * * VERVE THERAPEUTICS, INC * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 |
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| May 28, 2021 |
EX-10.16 17 d140009dex1016.htm EX-10.16 Exhibit 10.16 July 26, 2019 Andrew Bellinger [**] Dear Andrew: On behalf of Verve Therapeutics, Inc. (“Verve” or the “Company”), I would like to thank you for your excellent work as our Chief Medical Adviser. In a short time, you have demonstrated your commitment to our mission to offer patients throughout the world life-long protection against coronary arte |
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| May 28, 2021 |
Offer Letter, dated as of July 26, 2019, by and between the Registrant and Andrew Ashe, J.D. Exhibit 10.15 July 26, 2019 Andrew D. Ashe [**] Dear Andrew: On behalf of Verve Therapeutics, Inc. (?Verve? or the ?Company?), you for your excellent and ongoing work as the President and Chief Operating Officer of Verve Therapeutics, Inc. (f/k/a Endcadia, Inc., ?Verve? or the ?Company?), the company you helped us to get up and running! It has been a pleasure to work with you and I look forward to |
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| May 28, 2021 |
EX-10.12 13 d140009dex1012.htm EX-10.12 Exhibit 10.12 Execution Version Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. CAS9 LICENSE AGREEMENT by and between THE PRESIDENT AND FELLOWS OF HARVARD COLLEGE, THE BROAD INSTIT |
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| May 28, 2021 |
Offer Letter, dated as of April 16, 2019, by and between the Registrant and Sekar Kathiresan, M.D. Exhibit 10.14 April 16, 2019 Sekar Kathiresan, M.D. [**] Dear Sek: We are very excited about the possibility of your joining us as the Chief Executive Officer of Verve Therapeutics, Inc. (f/k/a Endcadia, Inc., ?Verve? or the ?Company?), the company you helped to found! The Board of Directors of the Company (the ?Board?) believes that your clinical and scientific expertise will enable you to be a g |
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| April 16, 2021 |
Exhibit 10.17 July 26, 2019 Andrew Bellinger [**] Dear Andrew: On behalf of Verve Therapeutics, Inc. (?Verve? or the ?Company?), I would like to thank you for your excellent work as our Chief Medical Adviser. In a short time, you have demonstrated your commitment to our mission to offer patients throughout the world life-long protection against coronary artery disease. Based on that commitment and |
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| April 16, 2021 |
[remainder of page intentionally left blank] EX-10.14 11 filename11.htm Exhibit 10.14 SUBLEASE This SUBLEASE is made as of April 13, 2020, by and between FOGHORN THERAPEUTICS INC., a Delaware corporation having an address at 100 Binney Street, Suite 610, Cambridge, Massachusetts 02142 (“Sublandlord”) and VERVE THERAPEUTICS INC., a Delaware corporation having an address at 215 First Street, Suite 440, Cambridge, MA 02142 (“Subtenant”). RECITA |
