vtvt-8k_20210625.DOCX.htm

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 25, 2021

vTv Therapeutics Inc.
(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

001-37524

(Commission File No.)

47-3916571
(IRS Employer
Identification No.)

3980 Premier Drive, Suite 310

High Point, NC

(Address of principal executive offices)

27265

(Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.01 per share	VTVT	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On June 25, 2021, vTv Therapeutics Inc. (the “Company”) filed a Prospectus Supplement (the “Prospectus Supplement”) in connection with its previously disclosed Controlled Equity Offering^SM Sales Agreement (as amended, the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor Fitzgerald”), to increase the size of the at-the-market offering pursuant to which the Company may offer and sell, from time to time, through or to Cantor Fitzgerald, as sales agent or principal, shares of the Company’s Class A common stock, par value $0.01 per share, by an aggregate offering price of $50.0 million (the “Shares”).

The issuance and sale, if any, of the Shares by the Company under the Sales Agreement will be made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-254445), filed with the U.S. Securities and Exchange Commission on March 18, 2021, amended on April 9, 2021 and declared effective on April 20, 2021. The offering is described in the Company’s Prospectus dated April 20, 2021, as supplemented by a Prospectus Supplement dated June 25, 2021, as filed with the SEC on June 25, 2021.

The legal opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP relating to the validity of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares under the Sales Agreement nor shall there be any sale of such Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.




Exhibit Number		Description

5.1		Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.

23.1		Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1).

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


By:	/s/ Rudy C. Howard
Name:	Rudy C. Howard
Title:	Chief Financial Officer