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): March 13, 2024
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices)
(336 ) 841-0300
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(Former name or former address, if changed since last report)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 12, 2024, Anne Phillips was elected as director of vTv Therapeutics, Inc. (the “Company”), effective and contingent on the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which occurred on March 13, 2024 (the “2023 Annual Report”). Ms. Phillips was appointed as the Chair of the Compensation Committee of the Board of Directors and a member of the Audit Committee of the Board of Directors.
Ms. Phillips will enter into the Company’s standard form of indemnification agreement in connection with her election to the Board, the form of which is attached as Exhibit 10.7 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-204951), originally filed with the SEC on June 15, 2015.
Ms. Phillips is an “independent” director as defined within Nasdaq’s definition of such term in Section 5605(a) of the Nasdaq rules. Ms. Phillips’s appointment as director was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Ms. Phillips and any director or executive officer of the Company, and there are no transactions between Ms. Phillips and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
Consistent with the Current Report on Form 8-K filed on February 23, 2024, John Fry and Howard Weiner resigned from their director roles effective upon the filing of the 2023 Annual Report.
SIGNATURES
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. | |||||||||||
| By: | /s/ Paul J. Sekhri | ||||||||||
| Name: | Paul J. Sekhri | ||||||||||
| Title: | President and Chief Executive Officer | ||||||||||
Dated: March 14, 2024