SEC Form S-8 filed by vTv Therapeutics Inc.
$VTVT
Biotechnology: Pharmaceutical Preparations
Health Care
As filed with the United States Securities and Exchange Commission on September 23, 2024
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 | 47-3916571 | |||||||
(State or other jurisdiction of incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
3980 Premier Dr, Suite 310,
High Point, NC, 27265
(336) 841-0300
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. 2024 Equity Incentive Plan
(Full title of the plan)
Steven Tuch
Chief Financial Officer
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)
Chief Financial Officer
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:
Matthew C. Franker
Covington & Burling LLP
One CityCenter
850 Tenth Street, N.W.
Washington, D.C. 20001
(202) 662-6000
Matthew C. Franker
Covington & Burling LLP
One CityCenter
850 Tenth Street, N.W.
Washington, D.C. 20001
(202) 662-6000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 | ☐ | Accelerated filer | ☐ | ||||||||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | ||||||||
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
The Board of Directors of vTv Therapeutics Inc. (the “Company”) approved the 2024 Equity Incentive Plan (the “2024 Plan”) on February 23, 2024, and the 2024 Plan was approved by the Company’s stockholders on June 11, 2024 (the “Effective Date”). This Registration Statement on Form S-8 (“Registration Statement”) is being filed to register the offer of up to 750,000 shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”), to be issued under the 2024 Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in Part I will be delivered in accordance with Rule 428(b) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be, and are not, filed with the Securities Exchange Commission (the “SEC”), either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of the Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
The written statement required by Item 2 of Part I is included in documents that will be delivered to participants in the plans covered by this Registration Statement pursuant to Rule 428(b) of the Securities Act. Such documents are not being filed with the SEC as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference into this Registration Statement the following documents previously filed with the SEC (other than information in a Current Report on Form 8-K that is furnished and not filed pursuant to Form 8-K and, except as may be noted in any such Current Report on Form 8-K, exhibits filed on such form that are related to such information):
(a)The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 13, 2024, including the information specifically incorporated by reference therein from the Company’s definitive Proxy Statement on Schedule 14A for the Company’s 2024 Annual Meeting of Stockholders, filed with the SEC on April 25, 2024;
(b)The Company’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2024 and June 30, 2024, filed with the SEC on May 9, 2024 and August 8, 2024, respectively;
(c)The Company’s Current Reports on Form 8-K filed with the SEC on February 28, 2024, February 28, 2024, March 14, 2024, March 26, 2024, June 14, 2024, July 2, 2024 and July 26, 2024; and
(d)The description of the Company’s Class A Common Stock contained in Exhibit 4.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 13, 2024, including any amendments or reports filed for the purposes of updating this description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part hereof from the date of the filing of such documents. The Company is not incorporating by reference any document or portion thereof, whether specifically listed above or to be filed in the future, that is not deemed “filed” with the SEC.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| Item 4. | Description of Securities. | ||||
Not applicable.
| Item 5. | Interests of Named Experts and Counsel. | ||||
The validity of the shares of common stock being registered under this registration statement has been passed upon for us by Covington & Burling LLP, Washington, DC.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the Company. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The Company’s amended and restated certificate of incorporation provides for indemnification by the Company of its directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law.
Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. The Company’s amended and restated certificate of incorporation provides for such limitation of liability.
The Company maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to the Company with respect to payments which may be made by the Company to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.
We have entered into customary indemnification agreements with our executive officers and directors that provide them, in general, with customary indemnification in connection with their service to us or on our behalf.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits.
| Exhibit No. | Description of Exhibit | ||||||||||
| 4.1 | |||||||||||
| 4.2 | |||||||||||
| 4.3 | |||||||||||
| 4.4 | |||||||||||
4.5* | |||||||||||
| 5.1* | |||||||||||
| 23.1* | |||||||||||
| 23.2* | |||||||||||
| 24.1* | Power of Attorney (included on the signature page hereto) | ||||||||||
| 107* | |||||||||||
| * | Filed herewith. | ||||
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 City of High Point, State of North Carolina, on this 23rd day of September, 2024.
VTV THERAPEUTICS INC. | ||||||||
| By: | /s/ Paul J. Sekhri | |||||||
| Name: Paul J. Sekhri | ||||||||
| Title: President and Chief Executive Officer | ||||||||
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Paul J. Sekhri and Steven Tuch, or any of them his true and lawful agent, proxy and attorney in fact, with full power of substitution and resubstitution, 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, as amended, this registration statement has been signed by the following persons in the following capacities on the dates indicated.
| Signature | Title | Date | ||||||||||||
| /s/ Paul J. Sekhri | President and Chief Executive Officer and Director | September 23, 2024 | ||||||||||||
| Paul J. Sekhri | (Principal Executive Officer) | |||||||||||||
| /s/ Steven Tuch | Executive Vice-President and Chief Financial Officer | September 23, 2024 | ||||||||||||
| Steven Tuch | (Principal Financial Officer) | |||||||||||||
| /s/ Barry Brown | Chief Accounting Officer | September 23, 2024 | ||||||||||||
| Barry Brown | (Principal Accounting Officer) | |||||||||||||
| /s/ Srinivas Akkaraju | Director | September 23, 2024 | ||||||||||||
| Srinivas Akkaraju | ||||||||||||||
| /s/ Raymond Cheong | Director | September 23, 2024 | ||||||||||||
| Raymond Cheong | ||||||||||||||
/s/ Daniel K. Spiegelman | Director | September 23, 2024 | ||||||||||||
Daniel K. Spiegelman | ||||||||||||||
| /s/ Fahed Al Marzooqi | Director | September 23, 2024 | ||||||||||||
| Fahed Al Marzooqi | ||||||||||||||
| /s/ Richard S. Nelson | Executive Vice President and Director | September 23, 2024 | ||||||||||||
| Richard S. Nelson | ||||||||||||||
| /s/ Anne Phillips | Director | September 23, 2024 | ||||||||||||
| Anne Phillips | ||||||||||||||