vTv Therapeutics Inc. (NASDAQ:VTVT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On November 24, 2020, vTv Therapeutics Inc. (the “Company”) and Lincoln Park Capital Fund, LLC (“Lincoln Park”) entered into a purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”), to which the Company has the right to sell to Lincoln Park shares of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”) having an aggregate value of up to $47,000,000 (the “Purchase Shares”), subject to certain limitations and conditions set forth in the Purchase Agreement (the “Offering”). The Company will control the timing and amount of any sales of shares of Common Stock to Lincoln Park to the Purchase Agreement. The Company has agreed to file a registration statement with the SEC on or before November 30, 2020.
Over the 36-month term of the Purchase Agreement, for up to an aggregate amount of $47,000,000 of shares of Common Stock (subject to certain limitations and conditions), the Company has the right, but not the obligation, from time to time, in its sole discretion, to direct Lincoln Park to purchase up to 250,000 shares (the “Regular Purchase Share Limit”) of the Common Stock (each such purchase, a “Regular Purchase”). The Regular Purchase Share Limit will increase to 275,000 shares if the closing price of the Common Stock on the applicable purchase date is not below $4.00 per share and will further increase to 300,000 shares if the closing price of the Common Stock on the applicable purchase date is not below $5.00 per share. In any case, Lincoln Park’s maximum obligation under any single Regular Purchase will not exceed $2,000,000. The purchase price for shares of Common Stock to be purchased by Lincoln Park under a Regular Purchase will be equal to the lower of (in each case, subject to the adjustments described in the Purchase Agreement): (i) the lowest sale price for the Common Stock on the applicable purchase date and (ii) the arithmetic average of the three lowest closing sales prices for the Common Stock during the 10 consecutive trading days prior to the purchase date.
If the Company directs Lincoln Park to purchase the maximum number of shares of Common Stock that the Company may sell in a Regular Purchase, then in addition to such Regular Purchase, and subject to certain conditions and limitations in the Purchase Agreement, the Company may direct Lincoln Park to make an “accelerated purchase” and an “additional accelerated purchase”, each of an additional number of shares of Common Stock which may not exceed the lesser of: (i) 300% of the number of shares purchased to the corresponding Regular Purchase and (ii) 30% of the total number of shares of the Common Stock traded during a specified period on the applicable purchase date as set forth in the Purchase Agreement. The purchase price for such shares will be the lesser of 97% of the volume weighted average price of the Common Stock over a certain portion of the date of sale as set forth in the Purchase Agreement and (ii) the closing sale price of the Common Stock on the date of sale (an “Accelerated Purchase”). Under certain circumstances and in accordance with the Purchase Agreement, the Company may direct Lincoln Park to purchase shares in multiple Accelerated Purchases on the same trading day.
The Purchase Agreement also prohibits the Company from directing Lincoln Park to purchase any shares of Common Stock if those shares, when aggregated with all other shares of Common Stock then beneficially owned by Lincoln Park and its affiliates, would result in Lincoln Park and its affiliates having beneficial ownership, at any single point in time, of more than 9.99% of the then total outstanding shares of Common Stock as calculated to Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder.
Under applicable rules of the Nasdaq Global Select Market, the Company may not issue or sell to Lincoln Park under the Purchase Agreement more than 19.99% of the shares of the Common Stock outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”) (or 14,768,682 shares, based on 73,880,351 shares outstanding immediately prior to the execution of the Purchase Agreement), unless (i) stockholder approval is obtained or (ii) the issuances and sales of Common Stock to the Purchase Agreement are not deemed to be “below market” in accordance with the applicable rules of Nasdaq.
The Purchase Agreement does not limit the Company’s ability to raise capital from other sources at its sole discretion, except that, subject to certain exceptions, the Company may not enter into another “equity line” or similar transaction.
The Purchase Agreement and Registration Rights Agreement each contain customary representations, warranties, and agreements of the Company and Lincoln Park, indemnification rights and other obligations of the parties. The offering of Common Stock to the Purchase Agreement will terminate on the date that all shares offered by the Purchase Agreement have been sold or, if earlier, the expiration or termination of the Purchase Agreement. The Company has the right to terminate the Purchase Agreement at any time, without fee, penalty or cost to the Company.
In consideration for entering into the Purchase Agreement, the Company will issue 425,725 shares of Common Stock (the “Commitment Shares”) to Lincoln Park as a commitment fee. The Company will not receive any cash proceeds from the issuance of the Commitment Shares. Lincoln Park will make an initial purchase of Common Stock equal to $2,000,000 upon satisfaction of the conditions contained in the Purchase Agreement, including the effectiveness of a registration statement.
Lincoln Park has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of Common Stock.
The net proceeds under the Purchase Agreement to the Company will depend on the frequency and prices at which shares of Common Stock are sold to Lincoln Park. Actual sales of shares of Common Stock to Lincoln Park under the Purchase Agreement and the amount of such net proceeds will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of the Common Stock and determinations by the Company as to other available and appropriate sources of funding for the Company. The Company expects to use the proceeds from the Offering for general corporate purposes and working capital.
Copies of the Purchase Agreement and the Registration Rights Agreement are attached hereto as Exhibit 10.1 and Exhibit 10.2 respectively, and are incorporated herein by reference. The foregoing descriptions of such agreements and the transactions contemplated thereby are qualified in their entirety by reference to such exhibits.
Item 3.02 Unregistered Sales of Equity Securities
The information contained above in Item 1.01 is incorporated by reference into this Item 3.02.
On November 24, 2020, vTv Therapeutics Inc. (the “Company”) exercised its right to cause MacAndrews & Forbes Group LLC (the “Investor”) to purchase 625,000 shares of the Company’s Class A common stock at a per share price of $1.60 to the terms of the letter agreement between the Company and the Investor dated December 23, 2019 (the “December 2019 Letter Agreement”). The Investor funded $1.0 million to the Company in exchange for 625,000 shares of Class A common stock following the execution of definitive documentation by and between the Company and the Investor.
The foregoing disclosure regarding the December 2019 Letter Agreement is qualified in its entirety by reference to the December 2019 Letter Agreement, attached as Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 21, 2020.
Item 9.01 Financial Statements and Exhibits.
vTv Therapeutics Inc. Exhibit
EX-10.1 2 vtvt-ex101_30.htm EX-10.1 vtvt-ex101_30.htm Exhibit 10.1 Execution Version PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the “Agreement”),…
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About vTv Therapeutics Inc. (NASDAQ:VTVT)
vTv Therapeutics Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in the discovery and development of orally administered small molecule drug candidates. Its drug candidate for the treatment of Alzheimer’s disease (AD) is azeliragon (TTP488), an orally administered, small molecule antagonist targeting the receptor for advanced glycation endproducts (RAGE), for which it has commenced patient enrollment in a Phase III clinical trial. Its type II diabetes drug candidates include TTP399, an orally administered, liver-selective glucokinase activator (GKA), for which it has completed enrollment in its Phase IIb clinical trial, and TTP273, an orally administered, non-peptide agonist that targets the glucagon-like peptide-1 receptor (GLP-1r), for which it began enrollment in a Phase II clinical trial. It has over three additional programs in various stages of clinical development for the prevention of muscle weakness and the treatment of inflammatory disorders.