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 10, 2020

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 27265

(Address of principal executive offices)

 

(336) 841-0300

(Registrant’s telephone number, including area code)  

NOT APPLICABLE

(Former name or former address, if changed since last report)

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):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a‑12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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).

Emerging growth company 

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. 


Item 3.02 Unregistered Sales of Equity Securities

On December 10, 2020, vTv Therapeutics Inc. (the “Company”) exercised its right to cause MacAndrews & Forbes Group LLC (the “Investor”) to purchase 625,000 shares of the Company’s Class A common stock at a per share price of $1.60 pursuant to the terms of the letter agreement between the Company and the Investor dated December 23, 2019 (the “December 2019 Letter Agreement”).  The Investor funded $1.0 million to the Company in exchange for 625,000 shares of Class A common stock following the execution of definitive documentation by and between the Company and the Investor.

The foregoing disclosure regarding the December 2019 Letter Agreement is qualified in its entirety by reference to the December 2019 Letter Agreement, attached as Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 21, 2020.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 10, 2020, vTv Therapeutics LLC, and for certain limited purposes vTv Therapeutics Inc. (collectively, the “Company”), entered into a new employment agreement (the “Holcombe Employment Agreement”) with the Company’s President and Chief Executive Officer, Stephen L. Holcombe, pursuant to which Mr. Holcombe will continue to serve as the Company’s President and Chief Executive Officer until December 31, 2021 (or such earlier date upon which Mr. Holcombe’s employment may be terminated in accordance with the terms of the Holcombe Employment Agreement). The new agreement includes substantially similar terms and conditions as Mr. Holcombe’s prior employment agreement, which is replaced and superseded by the new agreement. The foregoing disclosure regarding the Holcombe Employment Agreement is qualified in its entirety by reference to the Holcombe Employment Agreement, a copy of which is filed as Exhibit 10.1 to this report and incorporated herein by reference.

On December 10, 2020, the Company entered into a new employment agreement (the “Howard Employment Agreement”) with the Company’s Executive Vice President and Chief Financial Officer, Rudy C. Howard, pursuant to which Mr. Howard will continue to serve as the Company’s Executive Vice President and Chief Financial Officer until December 31, 2021 (or such earlier date upon which Mr. Howard’s employment may be terminated in accordance with the terms of the Howard Employment Agreement). The new agreement includes substantially similar terms and conditions as Mr. Howard’s prior employment agreement, which was replaced and superseded by the new agreement. The foregoing disclosure regarding the Howard Employment Agreement is qualified in its entirety by reference to the Howard Employment Agreement, a copy of which is filed as Exhibit 10.2 to this report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 



SIGNATURES

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.

VTV THERAPEUTICS INC.

By:

/s/ Rudy C. Howard

Name:

Rudy C. Howard

Title:

Chief Financial Officer

 

Dated: December 10, 2020