Material Agreement - Form 8-K

On February 28, 2024, vTv Therapeutics Inc. (the "Company") entered into a sales agreement (the "Sales Agreement") with Cowen and Company, LLC ("TD Cowen"), pursuant to which the Company may offer and sell, from time to time, through TD Cowen, as sales agent, shares of the Company's Class A common stock, par value $0.01 per share, having an aggregate offering price of up to $50.0 million (the "ATM Offering"). Pursuant to General Instruction I.B.6 of Form S-3,in no event will the Company sell securities registered on the registration statement relating to the ATM Offering with a value exceeding more than one-thirdof its public float in any 12-monthperiod so long as its public float remains below $75.0 million.

The Company is not obligated to sell any shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, TD Cowen will use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of the Nasdaq Stock Market, to sell shares from time to time based upon the Company's instructions, including any price, time or size limits specified by the Company. Under the Sales Agreement, TD Cowen may sell shares by any method deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the "Securities Act"). The Company will pay TD Cowen a commission equal to 3.0% of the aggregate gross proceeds from each sale of shares, reimburse legal fees and disbursements up to $75,000 and provide TD Cowen with customary indemnification and contribution rights. The Sales Agreement may be terminated by TD Cowen or the Company upon notice to the other party as provided in the Sales Agreement, or by TD Cowen at any time subject to certain conditions.

The issuance and sale, if any, of the Shares by the Company under the Agreement will be made pursuant to the Company's effective registration statement on Form S-3(File No. 333-254445)(the "Registration Statement"), filed with the U.S. Securities and Exchange Commission (the "SEC") on March 18, 2021, amended on April 9, 2021 and declared effective on April 20, 2021. The ATM Offering is described in the Company's Prospectus dated April 20, 2021 (the "Base Prospectus), as supplemented by a Prospectus Supplement dated February 28, 2024 (the "Prospectus Supplement").

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-Kand is incorporated herein by reference.

A copy of the opinion of Dechert LLP relating to the validity of the Shares to be issued pursuant to the Sales Agreement is filed herewith as Exhibit 5.1 hereto.

The ATM Offering will only be made by means of the Base Prospectus, as supplemented by the Prospectus Supplement. This Current Report on Form 8-Kshall not constitute an offer to sell or the solicitation of an offer to buy any shares under the Sales Agreement nor shall there be any sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.