Amendment to Annual Report (Form 10-K/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

For the fiscal year ended December 31, 2021

Or

For the transition period from to_____

Commission file number: 001-37524

vTv Therapeutics Inc.

(Exact name of registrant as specified in its charter)

(336) 841-0300

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

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.

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark if the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the registrant's Common Stock held by non-affiliates on the last business day of the Registrant's most recently completed second quarter, June 30, 2021, was $69,158,248 (based on the closing sale price as reported on the NASDAQ).

Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of March 29, 2022.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Definitive Proxy Statement relating to its 2022 Annual Meeting of Stockholders to be filed within 120 days after December 31, 2021, are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

EXPLANATORY NOTE

The Annual Report on Form 10-K filed by vTv Therapeutics Inc. (the "Company") with the Securities and Exchange Commission on March 29, 2022 (the "Original 10-K") inadvertently omitted the information set forth in "Item 9B. Other Information" of this Amendment No. 1 to Form 10-K (this "Form 10-K/A"). This Form 10-K/A is being filed solely for the purpose of including such information.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-K/A also contains new certifications by the principal executive officer and the principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002.

Except as described above, no other changes have been made to the Original Form 10-K, and this Form 10-K/A does not modify, amend or update in any way any of the financial or other information contained in the Original Form 10-K. This Form 10-K/A does not reflect events that may have occurred subsequent to the filing of the Original Form 10-K.

On March 29, 2022, the board of directors of the Company appointed Barry Brown as Chief Accounting Officer of the Company.

Mr. Brown is a Certified Public Accountant and joined the Company as Controller over 20 years ago. Prior to joining the Company, Mr. Brown was Vice President and Controller for a real estate development company and, prior to that, held division Controller and other financial roles at a large textile manufacturer. Mr. Brown obtained both his MBA and Bachelor of Science in Accounting and Business Administration degrees from the University of North Carolina Greensboro.

There are no arrangements or understandings between Mr. Brown and any other persons pursuant to which he was selected as Chief Accounting Officer of the Company. Mr. Brown has no familial relationships with any executive officer or director of the Company. There have been no transactions in which the Company has participated and in which Mr. Brown had a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.

Auditor Name: Ernst & Young LLP

Auditor Location: Raleigh, North Carolina

Auditor PCAOB ID: 42

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 5, 2022