As filed with the Securities and Exchange Commission on August 3, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
vTv Therapeutics Inc.
(Exact name of registrant as specified in its charter)
Delaware | 2834 | 47-3916571 |
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (IRS Employer Identification Number) |
3980 Premier Drive, Suite 310
High Point, NC 27265
(336) 841-0300
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
vTv Therapeutics Inc. 2015 Omnibus Equity Incentive Plan
(Full title of the plan)
Stephen L. Holcombe
President and Chief Executive Officer
Rudy C. Howard
Chief Financial Officer
vTv Therapeutics Inc.
3980 Premier Drive, Suite 310
High Point, NC 27265
(336) 841-0300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Lawrence G. Wee, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
(212) 373-3000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ |
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Non-accelerated filer | ☐ |
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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. ☒
CALCULATION OF REGISTRATION FEE
Title of each Class of | Amount to be Registered(1) | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
Class A Common Stock, par value $0.01 per share | 3,750,000(2) | $9,590,625(3) | $1,244.86 |
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares of common stock being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares of common stock being registered hereunder as a result of stock splits, stock dividends or similar transactions.
(2) Represents additional shares available for issuance under the plan referenced above.
(3) Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per share was determined based on the average of the high and low prices of vTv Therapeutics Inc.’s Class A common stock reported by the NASDAQ Stock Market LLC as of July 31, 2020.
Registration of Additional Securities
This Registration Statement (the “Registration Statement”) is being filed by vTv Therapeutics Inc. (the “Company”) to register an additional 3,750,000 shares (the “Additional Shares”) of the Company’s Class A common stock, par value $0.01 (the “Class A Common Stock”), issuable under the Company’s 2015 Omnibus Equity Incentive Plan, as amended (the “Plan”). The Additional Shares are in addition to the Class A Common Stock previously registered for issuance on the Company’s Registration Statement on Form S-8 (File No. 333-206335), filed with the Securities and Exchange Commission (the “SEC”) on August 13, 2015 (the “Prior Registration Statement”).
This Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates, and is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities. Pursuant to such instruction, the contents of the Prior Registration Statement are incorporated by reference and made part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed by the Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference and deemed to be a part hereof:
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| our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 7, 2020; Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on August 3, 2020 |
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| our Current Reports on Form 8-K filed with the SEC on January 7, 2020, January 28, 2020, February 25, 2020, April 7, 2020, April 24, 2020, May 12, 2020, June 15, 2020, June 26, 2020 and |
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| the description of our Class A Common Stock set forth in the Company’s Form 8-A pursuant to Section 12 of the Exchange Act with the SEC on July 30, 2015, and any amendment or report filed for the purpose of updating that description. |
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act before the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
In no event, however, will any information that the Company discloses under Item 2.02 or 7.01 of any Current Report on Form 8-K that the Company may from time to time furnish to the SEC, or any other information that is not deemed “filed” with the SEC, be incorporated by reference into, or otherwise become part of, this Registration Statement.
Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that such statement is modified or superseded by a subsequently filed document that also is or is deemed to be incorporated by reference herein. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement except as so modified or superseded.
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ITEM 8. EXHIBITS
* | Filed herewith |
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the High Point, State of North Carolina, on August 3, 2020.
vTv Therapeutics Inc.
By: /s/ Stephen L. Holcombe
Stephen L. Holcombe
President and Chief Executive Officer
Each person whose signature appears below hereby constitutes and appoints Stephen L. Holcombe and Rudy C. Howard, or any of them his true and lawful agent, proxy and attorney in fact, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post effective amendments) to this registration statement (and any additional registration statement related hereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments, thereto)) together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agent, proxy and attorney in fact full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys in fact or any of their substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the following capacities on the dates indicated.
Signature | Title | Date |
/s/ Jeffrey B. Kindler | Chairman of the Board and Director | August 3, 2020 |
Jeffrey B. Kindler |
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/s/ Stephen L. Holcombe | President and Chief Executive Officer | August 3, 2020 |
Stephen L. Holcombe |
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/s/ Rudy C. Howard | Chief Financial Officer | August 3, 2020 |
Rudy C. Howard |
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/s/ John A. Fry | Director | August 3, 2020 |
John A. Fry |
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Signature | Title | Date |
Director | August 3, 2020 | |
Hersh Kozlov |
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/s/ Noel J. Spiegel | Director | August 3, 2020 |
Noel J. Spiegel |
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/s/ Howard L. Weiner | Director | August 3, 2020 |
Howard L. Weiner |
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