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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): May 13, 2026
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) |
(I.R.S. Employer Identification No.) |
3980 Premier Drive, Suite 110
High Point, NC 27265
(Address of Principal Executive Offices)
(336) 641-0300
(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 or Rule 12b-2 of the Securities Exchange Act of 1934.
☐ 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 8.01. | Other Events. |
On May 13, 2026, vTv Therapeutics Inc. (the “Company”) filed a prospectus supplement with the SEC to increase the number of shares of Class A common stock offered under its previously-announced at-the-market sales program (the “ATM Program”) to the full amount provided for under the ATM program. In connection with the ATM Program, the Company is filing a legal opinion of Dechert LLP regarding the legality of the Class A common stock issuable under the ATM Program, which legal opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K, in order to incorporate such legal opinion by reference into the Company’s effective shelf Registration Statement on Form S-3 regarding such shares.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| EXHIBIT NUMBER |
DESCRIPTION |
|
| 5.1 | Opinion of Dechert LLP | |
| 23.1 | Consent of Dechert LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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. | ||||||
| Dated: May 13, 2026 | By: | /s/ Michael Tung |
||||
| Name: Michael Tung | ||||||
| Title: Chief Financial Officer | ||||||
Exhibit 5.1
|
1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.dechert.com
|
May 13, 2026
vTv Therapeutics Inc.
3980 Premier Drive, Suite 110
High Point, North Carolina 27265
| Re: | Prospectus Supplement to Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as special counsel to vTv Therapeutics Inc., a Delaware corporation (the “Company”), in connection with the sale from time to time of shares of the Company’s Class A common stock, par value $0.01 per share, having an aggregate offering price of up to $47,500,000 (the “Offered Shares”), pursuant to the Registration Statement on Form S-3 (File No. 333-278612) (together with the prospectus included therein (the “Prospectus”) and the information deemed to be part thereof at the time of effectiveness, the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and declared effective by the Commission on April 29, 2024, and the related prospectus supplement for the offering of the Offered Shares (the “Prospectus Supplement”), filed today with the U.S. Securities and Exchange Commission.
The Offered Shares are to be sold by the Company pursuant to the sales agreement, dated February 28, 2024, by and between the Company and TD Securities (USA) LLC (formerly known as Cowen and Company, LLC) (the “Sales Agreement”).
This opinion letter is being furnished to the Company in accordance with the requirements of Item 601(b)(5) under Regulation S-K of the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as to the validity of the Offered Shares as set forth below.
In rendering the opinion expressed below, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for rendering the opinion set forth below, including the following documents:
| (i) | the Registration Statement; |
| (ii) | the Prospectus Supplement; |
| (iii) | the Company’s Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on July 29, 2015, and subsequently amended on May 4, 2021 and November 20, 2023; |
| (iv) | the Company’s Second Amended and Restated Bylaws, effective as of March 3, 2022, as amended to date; |
| (v) | a Certificate of Good Standing with respect to the Company issued by the Secretary of State of the State of Delaware, as of a recent date; |
| (vi) | the Sales Agreement; and |
| (vii) | the resolutions of the board of directors of the Company, relating to, among other things, (a) the authorization and approval of the preparation and filing of the Registration Statement, the Prospectus and the Prospectus Supplement and (b) the authorization to enter into and amend the Sales Agreement. |
As to the facts upon which this opinion is based, we have relied, to the extent we deem proper, upon certificates of public officials and certificates and written statements of agents, officers, directors, employees and representatives of, and accountants for, the Company and we have assumed in this regard the truthfulness of such certifications and statements. We have not independently established the facts so relied on.
|
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vTv Therapeutics Inc. May 13, 2026 Page 2 |
In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as original documents, the conformity to original documents of all documents submitted to us as copies, the legal capacity of natural persons who are signatories to the documents examined by us and the legal power and authority of all persons signing on behalf of the parties to all documents (other than the Company). We have further assumed that there has been no oral modification of, or amendment or supplement (including any express or implied waiver, however arising) to, any of the agreements, documents or instruments used by us to form the basis of the opinion expressed below.
On the basis of the foregoing and subject to the assumptions, qualifications and limitations set forth in this letter, we are of the opinion, as of the date hereof, that the Offered Shares have been duly authorized for issuance by the Company and, when the Offered Shares have been (i) duly issued and sold in accordance with the Registration Statement and the Prospectus Supplement and (ii) delivered to the purchaser or purchasers thereof against receipt by the Company of such lawful consideration therefor in accordance with the terms of the Sales Agreement and at a price per share not less than the per share par value of the Company’s common stock, the Offered Shares will be validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the General Corporation Law of the State of Delaware. We are members of the bar of the State of New York. We express no opinion concerning the laws of any other jurisdiction, and we express no opinion concerning any state securities or “blue sky” laws, rules or regulations, or any federal, state, local or foreign laws, rules or regulations relating to the offer and/or sale of the Offered Shares. The opinions expressed herein are based upon the law as in effect and the documentation and facts known to us on the date hereof.
This opinion letter has been prepared for your use solely in connection with the Prospectus Supplement relating to the offering and sale of the Offered Shares. We assume no obligation to advise you of any changes in the foregoing after the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the Company’s current report on Form 8-K and to the use of our name in the Prospectus Supplement under the caption “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Dechert LLP