VTVT Form 4: Samsara Funds Acquire Shares and Millions in Warrants
Rhea-AI Filing Summary
Srinivas Akkaraju, a director of vTv Therapeutics (VTVT), reported on Form 4 that related investment vehicles managed or controlled by him participated in a securities purchase closed on September 22, 2025. Samsara Opportunity Fund, L.P. purchased 106,000 shares of Class A common stock at $15.265 per share and received pre-funded warrants exercisable for up to 877,214 shares plus common warrants exercisable for up to 983,214 shares. Separately, securities held by Samsara BioCapital, L.P. include 206,784 shares of Class A common stock, pre-funded warrants exercisable for up to 1,548,101 shares, and common warrants exercisable for up to 655,523 shares. The pre-funded warrants are exercisable at $0.01 with no expiration; common warrants have an exercise price of $22.71 and expire by September 3, 2030 or upon certain conditions. Ownership is reported as indirect through the named investment entities and the reporting person disclaims direct beneficial ownership except to the extent of his pecuniary interest.
Positive
- None.
Negative
- None.
Insights
TL;DR: Significant new equity and warrant positions were acquired by Samsara-affiliated funds at a $15.265 per-share purchase price, increasing potential future dilution.
The transaction shows institutional investment via Samsara Opportunity Fund and Samsara BioCapital, increasing their holdings through direct shares, large pre-funded warrants exercisable for millions of shares, and common warrants exercisable at $22.71. The pre-funded warrants remove near-term cash exercise barriers while common warrants create potential dilution through 2028–2030 timeframes depending on exercise conditions. Reported ownership is indirect through fund structures, and the reporting person disclaims beneficial ownership beyond pecuniary interest, which is customary for GP-managed fund positions.
TL;DR: A director-linked investor increased stake via fund purchases and warrants, disclosed appropriately as indirect ownership on Form 4.
The filing appropriately identifies the reporting person as a director and discloses indirect ownership through fund entities and general partner relationships. The limits on warrant exercise to avoid >9.99% ownership are noted, which is a governance mechanism affecting future voting and ownership concentration. No amendments or unusual restrictive arrangements beyond standard exercise limitations are disclosed in the document.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Pre-Funded Warrants (Right to Buy) | 877,214 | $0.00 | -- |
| Grant/Award | Warrant (Right to Buy) | 983,214 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 106,000 | $15.265 | $1.62M |
| holding | Pre-Funded Warrants (Right to Buy) | -- | -- | -- |
| holding | Warrant (Right to Buy) | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- On August 29, 2025, Samsara Opportunity Fund, L.P. ("Samsara Opportunity Fund") entered into a securities purchase agreement with the Issuer pursuant to which Samsara Opportunity Fund purchased 106,000 shares of the Issuer's Class A Common Stock; pre-funded warrants exercisable for up to 877,214 shares of the Issuer's Class A Common Stock and common warrants exercisable for up to 983,214 shares of the Issuer's Class A Common Stock. The transaction closed on September 22, 2025. Securities are directly held by Samsara Opportunity Fund. Samsara Opportunity Fund GP, LLC ("Samsara Opportunity GP") is the general partner of Samsara Opportunity Fund and may be deemed to beneficially own the securities held by Samsara Opportunity Fund. The Reporting Person has voting and investment power over the shares held by Samsara Opportunity Fund and, accordingly, may be deemed to beneficially own the shares held by Samsara Opportunity Fund. The Reporting Person disclaims beneficial ownership in these securities except to the extent of his pecuniary interest therein. 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 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. 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.
