vTv Therapeutics Form 4 — 1.31M Potential Shares from Samsara Warrants
Rhea-AI Filing Summary
vTv Therapeutics Form 4 shows that Samsara BioCapital, L.P. purchased a package of equity-linked securities from the issuer under a securities purchase agreement dated August 29, 2025. The filing reports 655,523 Pre-Funded Warrants exercisable for Class A common stock and 655,523 Common Warrants exercisable for Class A common stock, both recorded with a transaction date of 09/03/2025. The Reporting Person, a director, discloses indirect beneficial ownership through Samsara BioCapital entities and states a post-transaction beneficial ownership figure of 1,548,101 shares for the Pre-Funded Warrant line and 655,523 shares for the Common Warrant line. The Pre-Funded Warrants have no expiration; the Common Warrants expire on the earlier of 09/03/2030 or 90 days after certain exercise conditions are met. Exercise limitations prevent ownership exceeding 9.99% post-exercise.
Positive
- Detailed disclosure of the securities purchase, including exact counts of Pre-Funded Warrants and Common Warrants (655,523 each).
- Pre-Funded Warrants have no expiration,
- Form 4 filed by a director
Negative
- Common Warrants expire
- Exercise restrictions cap beneficial ownership
Insights
TL;DR: Insider-related affiliated investor acquired significant warrant positions totaling 1,311,046 underlying shares, increasing potential equity overhang.
The transaction documents that Samsara BioCapital, L.P. purchased 655,523 Pre-Funded Warrants and 655,523 Common Warrants, each exercisable into Class A common stock. The filing quantifies a post-transaction beneficial ownership amount of 1,548,101 shares for the Pre-Funded Warrant line and 655,523 shares for the Common Warrant line as reported. Key terms include no expiration for Pre-Funded Warrants and a contractual 9.99% ownership cap limiting immediate dilution risk from a single holder. For financial modeling, these instruments represent potential future share issuance of up to 1,311,046 shares if fully exercised, subject to the stated ownership limitations and expiration/condition mechanics.
TL;DR: Director discloses indirect holdings via affiliated fund; governance transparency maintained through Section 16 filing.
The Reporting Person is identified as a director and discloses indirect beneficial ownership through Samsara BioCapital entities, with the Reporting Person asserting voting and investment power but disclaiming direct beneficial ownership except for pecuniary interest. The Form 4 provides required detail on exercisability, expiration, and ownership caps, supporting regulatory transparency. The 9.99% beneficial ownership limit and the stated exercisability and expiration terms of the Common Warrants are material governance controls that constrain concentration of ownership from these instruments.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Pre-Funded Warrants (Right to Buy) | 655,523 | $0.00 | -- |
| Grant/Award | Warrant to Purchase Class A Common Stock (Right to Buy) | 655,523 | $0.00 | -- |
Footnotes (1)
- On August 29, 2025, Samsara BioCapital, L.P. ("Samsara LP") entered into a securities purchase agreement with the Issuer pursuant to which Samsara LP purchased pre-funded warrants exercisable for up to 655,523 shares of the Issuer's Class A Common Stock and common warrants exercisable for up to 655,523 shares of the Issuer's Class A Common Stock. The Pre-Funded Warrants have no expiration date and are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrants if the holder, together with its Attribution Parties (as defined in the Common Warrants), would beneficially own more than 9.99% of the number of shares of Class A Common Stock outstanding immediately after giving effect to such exercise. These securities are held by Samsara LP. Samsara BioCapital GP, LLC ("Samsara LLC") is the general partner of Samsara LP and may be deemed to beneficially own the securities held by Samsara LP. The Reporting Person has voting and investment power over the securities held by Samsara LP and, accordingly, may be deemed to beneficially own the securities held by Samsara LP. The Reporting Person disclaims beneficial ownership in these securities except to the extent of his pecuniary interest therein. The Common Warrants are immediately exercisable and expire on the earlier of (i) September 3, 2030 and (ii) the date that is 90 days after the date the Exercise Conditions (as defined in the Common Warrants) have been met. A holder of Common Warrants may not exercise the Common Warrants if the holder, together with its Attribution Parties (as defined in the Common Warrants), would beneficially own more than 9.99% of the number of shares of Class A Common Stock outstanding immediately after giving effect to such exercise.
