[8-K] vTv Therapeutics Inc. Reports Material Event

Rhea-AI Filing Summary

vTv Therapeutics Inc. reported the sale of Units consisting of (i) one share of common stock and associated warrants or (ii) a pre-funded warrant and associated warrants. Units including a share sold at $15.265 per Unit and Units including a pre-funded warrant sold at $15.255 per Unit. The company issued pre-funded warrants exercisable for $0.01 with no expiration and issued warrants exercisable for $22.71 (for a share) or $22.70 (for a pre-funded warrant). The Warrants expire on the earlier of the fifth anniversary of issuance or 90 days following announcement of positive top-line data from the company’s ongoing CATT1 clinical trial. The filing includes the form of the pre-funded warrant, the form of the warrant, a Securities Purchase Agreement dated August 29, 2025, a Registration Rights Agreement dated August 29, 2025, and is signed by Paul J. Sekhri, President and CEO, dated September 2, 2025.

Positive

• Completed financing via sale of Units at specified prices ($15.265 and $15.255)
• Pre-Funded Warrants are exercisable for $0.01 and do not expire, providing investor certainty
• Registration Rights Agreement and Securities Purchase Agreement dated August 29, 2025 were executed, enabling registration of issued securities

Negative

• Warrants were issued, which create potential future dilution if exercised
• Warrant exercise prices of $22.71 and $22.70 are above the Unit prices, delaying potential conversion until share price appreciation or other triggers
• Warrant expiration may accelerate to 90 days after announcement of positive top-line CATT1 data, concentrating dilution timing

Insights

Securities Analyst

TL;DR: The company completed a unit financing with attached pre-funded warrants and warrants that could dilute shares upon exercise.

The filing documents a securities placement structured as Units sold at $15.265 and $15.255, with accompanying pre-funded warrants (exercisable for $0.01, no expiration) and standard warrants (exercise prices $22.71 and $22.70, limited-term expiration). The inclusion of a Registration Rights Agreement suggests investors have rights to registration, facilitating secondary market sales. The warrant expiry provision tied to clinical-trial top-line data (CATT1) creates a conditional acceleration mechanism that may affect timing of potential dilution.

Corporate Finance Specialist

TL;DR: This is a material financing transaction documented by purchase and registration agreements dated August 29, 2025.

The company used a unit-based structure combining equity and derivative instruments to raise capital. Material documents include the Securities Purchase Agreement and Registration Rights Agreement dated August 29, 2025. The pre-funded warrants’ lack of expiry is notable for investor flexibility, while the five-year or data-triggered warrant expiration sets clear windows for conversion. These terms will affect capitalization and require careful modeling of potential share count changes upon exercise.

NASDAQ false 0001641489 0001641489 2025-08-29 2025-08-29

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 29, 2025

vTv Therapeutics Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-37524		47-3916571
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3980 Premier Drive, Suite 310
High Point, NC		27265
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (336) 841-0300

N/A

(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 1.01 Entry into a Material Definitive Agreement.

Private Placement of Class A Common Shares and Pre-Funded Warrants

On August 29, 2025, vTv Therapeutics Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional accredited investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers in a private placement (the “Private Placement”) 5,243,732 units (the “Units”), each Unit comprised of (i) (A) one share (the “Shares”) of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”) or (B) a pre-funded warrant (the “Pre-Funded Warrants”) to purchase one share of Common Stock (the “Pre-Funded Warrant Shares”), and (ii) a warrant (the “Common Warrants”) to purchase one share of Common Stock (the “Warrant Shares”) (or a pre-funded warrant to purchase one share of Common Stock in lieu of a share of Common Stock (the “Replacement Warrants” and, together with the Pre-Funded Warrants and the Common Warrants, the “Warrants”). The Units were sold at a per-Unit price of (x) $15.265, in the case of Units including a Share, and (y) $15.255, in the case of Units including a Pre-Funded Warrant. The Pre-Funded Warrants are exercisable for $0.01, at any time after their original issuance, and will not expire. The Warrants are exercisable for (x) $22.71, if exercised for a Share, or (y) $22.70, if exercised for a pre-funded warrant, in either case, at any time after their original issuance, and will expire upon the earlier to occur of (i) the fifth anniversary of the issuance of the Warrants and (ii) 90 days following the announcement of positive top-line data from the Company’s ongoing CATT1 clinical trial.

The Private Placement is subject to customary closing conditions and is expected to initially close on September 3, 2025. The Company expects to receive aggregate gross proceeds from the Private Placement of approximately $80 million, before deducting estimated offering expenses payable by the Company.

The Warrants provide that a holder of the Warrants will not have the right to exercise any portion of its Warrants if such holder, together with its affiliates, would beneficially own in excess of 4.99% or 9.99%, as applicable, of the number of shares of the Company’s Common Stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided, however, that the holder may increase or decrease the Beneficial Ownership Limitation by giving 61 days’ notice to the Company, but not to any percentage in excess of 19.99%.

The Securities Purchase Agreement contains customary representations, warranties and covenants of the parties. The foregoing descriptions of the Securities Purchase Agreement and the Warrants do not purport to be complete and are qualified in their entirety by reference to such agreements, copies of which are filed as Exhibits 10.1, 4.1 and 4.2 hereto, respectively, and incorporated by reference herein.

Private Placement Registration Rights Agreement

On August 29, 2025, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers, pursuant to which the Company agreed to register for resale the Shares and any shares of Common Stock issued upon exercise of the Warrants (collectively, the “Registrable Securities”), in accordance with the terms and conditions of the Registration Rights Agreement. Under the Registration Rights Agreement, the Company is required to file a shelf registration statement with the SEC covering the resale of the Registrable Securities on or prior to thirty (30) days following the closing of the private placement and to use commercially reasonable efforts to have such registration statement declared effective as soon as practicable, but no later than sixty (60) days after the closing (or ninety (90) days if the SEC reviews the registration statement), subject to certain permitted extensions. If the Company fails to comply with these requirements, subject to certain conditions and exceptions, the Purchasers will be entitled to liquidated damages, not to exceed in the case of any Purchaser 3.0% of the aggregate price paid by such Purchaser for Units in the Private Placement. The Company is also required to use commercially reasonable efforts to keep such registration statement effective until the earlier of (i) the date all Registrable Securities have been sold, (ii) the date all Registrable Securities may be sold without restriction under Rule 144, or (iii) three (3) years after the initial effectiveness of the registration statement. The Company is responsible for all expenses in connection with the registration of the Registrable Securities, other than any selling commissions or underwriter discounts.

The Company has granted the Purchasers customary indemnification rights in connection with the registration statement. The Purchasers have also granted the Company customary indemnification rights in connection with the registration statement.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Form of Pre-Funded Warrant.
4.2		Form of Warrant.
10.1		Securities Purchase Agreement, dated August 29, 2025, by and among vTv Therapeutics Inc. and the investors party thereto.
10.2		Registration Rights Agreement, dated August 29, 2025, by and among vTv Therapeutics Inc. and the investors party thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.
Date: September 2, 2025				By:		/s/ Paul J. Sekhri
				Name:		Paul J. Sekhri
				Title:		President and Chief Executive Officer

FAQ

What securities did vTv Therapeutics (VTVT) issue in this 8-K?

The company sold Units consisting of either one share of common stock plus warrants or a pre-funded warrant plus warrants; the filing includes the forms of the Pre-Funded Warrant and the Common Warrant.

At what prices were the Units sold?

Units including a share sold at $15.265 per Unit and Units including a pre-funded warrant sold at $15.255 per Unit.

What are the exercise terms for the Pre-Funded Warrants and Warrants?

Pre-Funded Warrants are exercisable for $0.01 with no expiration; the Warrants are exercisable for $22.71 (for a share) or $22.70 (for a pre-funded warrant) and have specified expiration terms.

When do the Warrants expire?

Warrants expire upon the earlier of the fifth anniversary of issuance or 90 days following announcement of positive top-line data from vTv’s ongoing CATT1 clinical trial.

What agreements accompanied the financing?

The filing references a Securities Purchase Agreement and a Registration Rights Agreement, both dated August 29, 2025.