Multiple affiliated investment vehicles disclosed a near-10% stake in vTv Therapeutics Inc. The Reporting Persons collectively beneficially own 348,083 shares equivalent, composed of 163,000 Class A Shares and 185,083 warrants and pre-funded warrants, representing 9.99% of the outstanding Class A common stock. Invus Public Equities directly holds 143,440 Shares plus warrants and pre-funded warrants; Avicenna Life Sci Master Fund holds 19,560 Shares plus related warrants. A Beneficial Ownership Limitation prevents exercise of warrants that would raise ownership above 9.99%, and affiliated advisors and entities are disclosed as having control relationships that may attribute ownership across the group.
Positive
Material but non-controlling stake: Reporting Persons aggregate 9.99% ownership, indicating significant interest without asserting control
Transparency on structure: Filing discloses detailed holdings across shares, pre-funded warrants, and common warrants and names controlling entities and individuals
Negative
Concentrated ownership: A near-10% position could influence shareholder dynamics even if not claiming control
Warrant dilution complexity: Economic exposure includes 185,083 warrants, which may affect future share count though exercise is limited by the Beneficial Ownership Limitation
Insights
TL;DR: An activist-style position is not evident; this is a sizable, but non-controlling, strategic stake constrained by a 9.99% exercise limit.
The filing shows coordinated holdings across Invus-related entities and Avicenna, aggregating to 9.99% of VTVT's Class A shares on a fully aggregated basis including exercisable warrants. The structure uses direct share holdings plus pre-funded warrants and common warrants, which increases economic exposure while the Beneficial Ownership Limitation caps voting/ownership upside from warrant exercises. For investors, the position size is material relative to the company but falls below control thresholds; potential dilution from warrants is acknowledged but contractually limited.
TL;DR: Significant ownership is disclosed with layered entity control, but no indication of control intent or group formation.
The disclosure details control relationships among Invus Public Equities, its advisors and management entities, Avicenna fund vehicles, and an individual (Raymond Debbane) who holds controlling roles across those entities. Such attribution is standard for transparency and indicates that voting power may be centrally coordinated even if no control change is intended. The certification asserts no intent to change control; governance implications center on whether these holders act jointly, which the filing does not assert.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
vTv Therapeutics Inc.
(Name of Issuer)
Class A Common Stock, $0.01 par value per share
(Title of Class of Securities)
918385204
(CUSIP Number)
08/29/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
918385204
1
Names of Reporting Persons
Invus Public Equities, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
BERMUDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
306,313.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
306,313.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
306,313.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.8 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (5), (7), (9) and (11).
SCHEDULE 13G
CUSIP No.
918385204
1
Names of Reporting Persons
Invus Public Equities Advisors, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
306,313.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
306,313.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
306,313.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.8 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (5), (7), (9) and (11).
SCHEDULE 13G
CUSIP No.
918385204
1
Names of Reporting Persons
Invus Global Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
306,313.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
306,313.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
306,313.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.8 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (5), (7), (9) and (11).
SCHEDULE 13G
CUSIP No.
918385204
1
Names of Reporting Persons
Siren, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
306,313.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
306,313.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
306,313.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.8 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (5), (7), (9) and (11).
SCHEDULE 13G
CUSIP No.
918385204
1
Names of Reporting Persons
Avicenna Life Sci Master Fund LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
41,770.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
41,770.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
41,770.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.3 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (5), (7), (9) and (11).
SCHEDULE 13G
CUSIP No.
918385204
1
Names of Reporting Persons
Avicenna Life Sci Master GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
41,770.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
41,770.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
41,770.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.3 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (5), (7), (9) and (11).
SCHEDULE 13G
CUSIP No.
918385204
1
Names of Reporting Persons
Ulys, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
41,770.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
41,770.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
41,770.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.3 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (5), (7), (9) and (11).
SCHEDULE 13G
CUSIP No.
918385204
1
Names of Reporting Persons
Raymond Debbane
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
PANAMA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
348,083.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
348,083.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
348,083.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (5), (7), (9) and (11).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
vTv Therapeutics Inc.
(b)
Address of issuer's principal executive offices:
3980 Premier Dr, Suite 310, High Point, NC 27265
Item 2.
(a)
Name of person filing:
See Item 2(c) below.
(b)
Address or principal business office or, if none, residence:
See Item 2(c) below.
(c)
Citizenship:
(i) Invus Public Equities, L.P. ("Invus Public Equities")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Bermuda limited partnership
(ii) Invus Public Equities Advisors, LLC ("Invus PE Advisors")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(iii) Invus Global Management, LLC ("Global Management")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(iv) Siren, L.L.C. ("Siren")
c/o The Invus Group, LLC, 750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(v) Avicenna Life Sci Master Fund LP ("Avicenna Fund")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Cayman Islands limited partnership
(vi) Avicenna Life Sci Master GP LLC ("Avicenna GP")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(vii) Ulys, L.L.C. ("Ulys")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(viii) Mr. Raymond Debbane
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Panama
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
(d)
Title of class of securities:
Class A Common Stock, $0.01 par value per share
(e)
CUSIP No.:
918385204
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Each of the Reporting Persons may be deemed to be the beneficial owner of the shares of Class A Common Stock (the "Shares") listed on such Reporting Person's cover page.
As of August 29, 2025, (i) Invus Public Equities directly held (x) 143,440 Shares, (y) 29,523 Issuer Pre-Funded Warrants exercisable for Shares on a one-for-one basis ("Pre-Funded Warrants") and (z) 172,963 Issuer warrants to purchase one Share or a Pre-Funded Warrant in lieu of Shares ("Common Warrants", and together with the Pre-Funded Warrants, the "Warrants"), and (ii) Avicenna Fund directly held (x) 19,560 Shares, (y) 4,026 Pre-Funded Warrants and (z) 23,586 Common Warrants, subject to the Beneficial Ownership Limitation (described below). As of August 29, 2025, due to the Beneficial Ownership Limitation, the Reporting Persons collectively beneficially owned 348,083 Shares, consisting of an aggregate of 163,000 Shares and 185,083 Warrants, representing 9.99% of the issued and outstanding Shares.
Invus PE Advisors, as the general partner of Invus Public Equities, controls Invus Public Equities and, accordingly, may be deemed to beneficially own the Shares beneficially owned by Invus Public Equities. Global Management, as the managing member of Invus PE Advisors, controls Invus PE Advisors and, accordingly, may be deemed to beneficially own the Shares that Invus PE Advisors may be deemed to beneficially own. Siren, as the managing member of Global Management, controls Global Management and, accordingly, may be deemed to beneficially own the Shares that Global Management may be deemed to beneficially own. Avicenna GP, as the general partner of Avicenna Fund, controls Avicenna Fund and, accordingly, may be deemed to beneficially own the Shares beneficially owned by Avicenna Fund. Ulys, as the managing member of Avicenna GP, controls Avicenna GP and, accordingly, may be deemed to beneficially own the Shares that Avicenna GP may be deemed to beneficially own. Mr. Raymond Debbane, as the managing member of Siren and Ulys, controls Siren and Ulys and, accordingly, may be deemed to beneficially own the Shares that Siren and Ulys may be deemed to beneficially own.
Each of Invus Public Equities and Avicenna Fund is prohibited from exercising the Warrants if, as a result of such exercise, it, together with its affiliates and certain other persons for whom beneficial ownership would be aggregated, would beneficially own more than 9.99% of the total number of Shares then issued and outstanding immediately after giving effect to the exercise (the "Beneficial Ownership Limitation"), which percentage may be changed at a holder's election upon 61 days' notice to the Issuer. Reporting Persons disclaim beneficial ownership of any Shares the issuance of which would violate such Beneficial Ownership Limitation.
(b)
Percent of class:
As of August 29, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of Shares listed on such Reporting Person's cover page. Calculations of the percentage of Shares beneficially owned are based on (i) 2,617,215 Shares outstanding as of August 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 12, 2025, (ii) an aggregate of 682,018 Shares issued by the Issuer in a private placement that closed on September 3, 2025, plus (iii) 185,083 Shares issuable upon exercise of certain of the Warrants, which due to the Beneficial Ownership Limitation is the maximum number of Shares that could be issued upon exercise of the Warrants as of the date hereof.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See each cover page hereof.
(ii) Shared power to vote or to direct the vote:
See each cover page hereof.
(iii) Sole power to dispose or to direct the disposition of:
See each cover page hereof.
(iv) Shared power to dispose or to direct the disposition of:
See each cover page hereof.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Invus Public Equities, L.P.
Signature:
/s/ Raymond Debbane
Name/Title:
Raymond Debbane, President of Invus Public Equities Advisors, LLC, its general partner
Date:
09/08/2025
Invus Public Equities Advisors, LLC
Signature:
/s/ Raymond Debbane
Name/Title:
Raymond Debbane, President
Date:
09/08/2025
Invus Global Management, LLC
Signature:
/s/ Raymond Debbane
Name/Title:
Raymond Debbane, President
Date:
09/08/2025
Siren, L.L.C.
Signature:
/s/ Raymond Debbane
Name/Title:
Raymond Debbane, President
Date:
09/08/2025
Avicenna Life Sci Master Fund LP
Signature:
/s/ Raymond Debbane
Name/Title:
Raymond Debbane, Chief Executive Officer of Avicenna Life Sci Master GP LLC, its general partner
How many VTVT shares do the Reporting Persons beneficially own?
The Reporting Persons collectively beneficially own 348,083 shares equivalent (an aggregate of 163,000 Shares plus 185,083 warrants/pre-funded warrants).
What percentage of VTVT does the reported position represent?
The disclosed holdings represent 9.99% of the issued and outstanding Class A common stock on the basis used in the filing.
Who are the principal entities making this disclosure for VTVT?
The filing lists Invus Public Equities, L.P., affiliated Invus management entities, Avicenna Life Sci Master Fund LP and related entities, and Raymond Debbane as the individual signer.
Are the warrants immediately exercisable to increase ownership in VTVT?
Exercise of the warrants is subject to a Beneficial Ownership Limitation that prevents exercise if it would raise ownership above 9.99%.
Does the filing state intent to influence control of VTVT?
Each Reporting Person certified that the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.
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