vTv Therapeutics Announces $15 Million of Class A Common Stock Financings
March 18 2019 - 9:00AM
Business Wire
Proceeds Will Fund Start-Up Activities for
Current and Future Clinical Trials
vTv Therapeutics Inc. (Nasdaq:VTVT) (the “Company”) today
announced that it has entered into a definitive agreement with
certain institutional investors for the purchase and sale in a
registered direct offering (the “Registered Direct Offering”) of
3,636,364 shares of the Company’s Class A common stock (the “Common
Stock”) at a price of $1.65 per share for aggregate gross proceeds
of approximately $6.0 million. The offering is expected to close on
or about March 20, 2019, subject to the satisfaction of customary
closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent.
The Company also entered into a letter agreement (the “Letter
Agreement”) with MacAndrews & Forbes Group LLC (“M&F
Group”), the Company’s largest shareholder, pursuant to which
M&F Group has committed to purchase, at the Company’s option
and exercisable on demand during a one-year period after the date
of the Letter Agreement, up to 5,454,545 unregistered shares of
Common Stock at a fixed price of $1.65 per share for aggregate
proceeds of approximately $9.0 million assuming the Company elects
to sell the entire amount. M&F Group may also exercise a right
to purchase those shares on the same terms three times during the
same one-year period.
“This financing allows us to initiate two important trials to
study therapeutics for underserved populations, one for Type 1
diabetics who rely primarily on insulin and a second for diabetics
with Alzheimer’s,” said Steve Holcombe, the chief executive officer
of vTv Therapeutics. “We expect readouts from these trials in the
first quarter of next year and fourth quarter of next year,
respectively.”
The Company intends to use the net proceeds from the Registered
Direct Offering and the Letter Agreement to fund start-up
activities for current and future clinical trials, in addition to
ongoing business operations. The clinical trials include:
- A phase 2 and phase 3 clinical trial
under a single protocol designed to investigate the safety and
efficacy of azeliragon in patients with mild Alzheimer’s disease
and type 2 diabetes as evidenced by elevated HbA1c.
- The part 2 confirmatory phase of the
ongoing Simplici-T1 Study, a 12-week study to evaluate TTP399 as an
add-on to insulin therapy for type 1 diabetics. This trial is being
conducted in partnership with JDRF.
The Common Stock in the Registered Direct Offering is being
offered and sold by the Company pursuant to a shelf registration
statement on Form S-3 (Registration No. 333-223269) that was
previously filed with the Securities and Exchange Commission
(“SEC”) and declared effective on March 19, 2018. The Registered
Direct Offering of shares of Common Stock will be made only by
means of a prospectus supplement that forms a part of the
registration statement. A prospectus supplement and the
accompanying prospectus relating to the Registered Direct Offering
will be filed with the SEC. Copies of the prospectus supplement and
the accompanying prospectus relating to the Registered Direct
Offering may be obtained, when available, from H.C. Wainwright
& Co., LLC, 430 Park Avenue 3rd Floor, New York, NY 10022, or
by calling (646) 975-6996 or by emailing placements@hcwco.com or at
the SEC's website at http://www.sec.gov.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
About vTv Therapeutics
vTv Therapeutics Inc. is a clinical-stage biopharmaceutical
company engaged in the discovery and development of orally
administered small molecule drug candidates to fill significant
unmet medical needs. vTv has a pipeline of clinical drug candidates
led by programs for the treatment of Alzheimer’s disease and
diabetes as well as treatment of inflammatory disorders.
Forward-Looking Statements
This release contains forward-looking statements, which involve
risks and uncertainties. These forward-looking statements can be
identified by the use of forward-looking terminology, including the
terms “anticipate,” “believe,” “could,” “estimate,” “expect,”
“intend,” “may,” “plan,” “potential,” “predict,” “project,”
“should,” “target,” “will,” “would” and, in each case, their
negative or other various or comparable terminology. All statements
other than statements of historical facts contained in this
release, including statements regarding the timing of our clinical
trials, our strategy, future operations, future financial position,
future revenue, projected costs, prospects, plans, objectives of
management and expected market growth are forward-looking
statements. These statements involve known and unknown risks,
uncertainties and other important factors that may cause our actual
results, performance or achievements to be materially different
from any future results, performance or achievements expressed or
implied by the forward-looking statements. Important factors that
could cause our results to vary from expectations include those
described under the heading “Risk Factors” in our Annual Report on
Form 10-K and our other filings with the SEC. These forward-looking
statements reflect our views with respect to future events as of
the date of this release and are based on assumptions and subject
to risks and uncertainties. Given these uncertainties, you should
not place undue reliance on these forward-looking statements. These
forward-looking statements represent our estimates and assumptions
only as of the date of this release and, except as required by law,
we undertake no obligation to update or review publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise after the date of this release. We
anticipate that subsequent events and developments will cause our
views to change. Our forward-looking statements do not reflect the
potential impact of any future acquisitions, merger, dispositions,
joint ventures or investments we may undertake. We qualify all of
our forward-looking statements by these cautionary statements.
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