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 | ||||||