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 December 23, 2019, vTv Therapeutics Inc. (the “Company”), entered into a letter agreement (the “December 2019 Letter Agreement”), with MacAndrews & Forbes Group LLC (the “Investor”), for the Investor’s commitment to purchase, at the Company’s option, exercisable on demand during a one-year period after the date of the Letter Agreement (the “Investment Period”), the Company’s Class A common stock, par value $0.01 per share (“Common Stock”) at a per share price of $1.60, which is equal to the closing price of the Common Stock for the trading day prior to the date of the December 2019 Letter Agreement. The December 2019 Letter Agreement also permits the Investor to exercise an option to purchase Common Stock at the same price up to three times during the Investment Period. The aggregate amount of Common Stock that may be purchased by the Investor (whether at its or the Company’s option) to the December 2019 Letter Agreement is limited to $10.0 million.
In consideration for the commitment of the Investor under the December 2019 Letter Agreement, the Investor will receive warrants (the “Warrants”) to purchase 365,472 shares of the Company’s Common Stock, exercisable at a price of $1.84, which is 115% of the option price under the December 2019 Letter Agreement. The Warrants will be exercisable until December 23, 2026.
The obligation of the Investor to fund and the obligation of the Company to issue shares under the December 2019 Letter Agreement is subject to the execution of mutually acceptable definitive documentation at the time of a request for funding.
As of December 23, 2019, subsidiaries and affiliates of the Investor held 23,084,267 shares of the Company’s Class B Common Stock and 30,356,212 shares of the Company’s Class A Common Stock. As a result, the Investor’s holdings represent approximately 83.5% of the combined voting power of the Company’s outstanding common stock. One of the Company’s directors, Paul G. Savas, is also an employee of the Investor. The transactions described above were approved in accordance with the Company’s Related Person Transactions Policy.
The descriptions of the December 2019 Letter Agreement and the Warrants contained herein do not purport to be complete and are qualified in their entirety by reference to the December 2019 Letter Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2019.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth above and referenced under Item 1.01 that relates to the creation of an off-balance sheet financial obligation of the Company is hereby incorporated by reference into this Item 2.03 of this report.
Item 3.02 Unregistered Sales of Equity Securities
See Item 1.01 which is incorporated herein by reference. The Common Stock and Warrants to be issued to the Investor to the December 2019 Letter Agreement will be issued in reliance upon an exemption provided by Regulation D under the Securities Act of 1933.
The foregoing disclosure regarding the December 2019 Letter Agreement is qualified in its entirety by reference to the December 2019 Letter Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2019.
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.