vTv Therapeutics Inc.
|
(Name of Issuer)
|
Class A common stock, par value $0.01 per share
|
(Title of Class of Securities)
|
918385 105
|
(CUSIP Number)
|
September 26, 2019
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 2 of 12
|
CUSIP No.
|
918385 105
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
The ROP Revocable Trust dated 1/9/2018
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
New York
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
54,898,924 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
54,898,924 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
54,898,924 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
83.9% (2) |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
The information set forth in Item 5 is incorporated by reference. As described in Item 4, on September 26, 2019, M&F Group entered into a letter agreement (the “September Letter Agreement”), with the Issuer, for M&F
Group’s commitment to purchase, at the Issuer’s option, exercisable on demand during a one-year period after the date of the September Letter Agreement, up to $10.0 million of Class A Common Stock at a per share price of $1.46. In
consideration for the commitment of M&F Group under the September Letter Agreement, M&F received a warrant to purchase 400,990 shares of Class A Common Stock, exercisable at a price of $1.68. As described in Item 3, on September
27, 2019, M&F Group purchased 1,369,863 shares of Class A Common Stock from the Issuer pursuant to the terms of the September Letter Agreement. The number of shares reported above includes (i) 24,876,760 shares of Class A common
stock, par value $0.01 per share (“Class A Common Stock”), of the Issuer, (ii) 23,084,267 shares of Class A Common Stock issuable upon exchange of 23,084,267 shares of Class B common stock, par value $0.01 per share (“Class B
Common Stock”), of the Issuer and corresponding nonvoting common units (“vTv Units”) of vTv Therapeutics LLC, (iii) 1,458,445 shares of Class A Common Stock issuable to MacAndrews & Forbes Group LLC (“M&F Group”)
upon exercise of Common Stock Purchase Warrants held by M&F Group (the “Warrants”) and (iv) 5,479,452 shares of Class A Common Stock issuable to M&F Group at the option of M&F Group pursuant to the September Letter
Agreement, that are beneficially owned by the “Reporting Persons” (as defined below). The Reporting Person disclaims any beneficial ownership of the shares of Class A Common Stock and Class B Common Stock, except to the extent of such
Reporting Person’s pecuniary interest therein. The number of shares reported above includes 49,713 shares of Class B Common Stock and corresponding vTv Units that may be deemed to be directly beneficially owned by the Ronald O.
Perelman Trust.
|
(2) |
The calculation assumes that there is a total of 65,471,188 shares of Class A Common Stock outstanding, which is the sum of (i) 35,439,070 shares of Class A Common Stock outstanding, (ii) 23,094,221 shares of Class A Common Stock
that are issuable in exchange for the 23,094,221 shares of Class B Common Stock and corresponding vTv Units outstanding, (iii) 1,458,445 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants and (iv)
5,479,452 shares of Class A Common Stock issuable to M&F Group pursuant to the September Letter Agreement, in each case, as of September 27, 2019.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 3 of 12
|
CUSIP No.
|
918385 105
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
MacAndrews & Forbes Incorporated
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
54,193,490 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
54,193,490 (1) |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
54,193,490 (1) |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
82.8% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1) |
The information set forth in Item 5 is incorporated by reference. The number of shares reported above includes (i) 24,876,760 shares of Class A Common Stock, (ii) 22,378,833 shares of Class A Common Stock issuable upon exchange of
22,378,833 shares of Class B Common Stock and corresponding vTv Units, (iii) 1,458,445 shares of Class A Common Stock issuable to M&F Group upon exercise of Warrants and (iv) 5,479,452 shares of Class A Common Stock issuable to
M&F Group at the option of M&F Group pursuant to the September Letter Agreement that are beneficially owned by the Reporting Persons. The Reporting Person disclaims any beneficial ownership of the shares of Class A Common Stock
and Class B Common Stock, except to the extent of such Reporting Person’s pecuniary interest therein.
|
(2) |
The calculation assumes that there is a total of 65,471,188 shares of Class A Common Stock outstanding, which is the sum of (i) 35,439,070 shares of Class A Common Stock outstanding, (ii) 23,094,221 shares of Class A Common Stock
that are issuable in exchange for the 23,094,221 shares of Class B Common Stock and corresponding vTv Units outstanding, (iii) 1,458,445 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants and (iv)
5,479,452 shares of Class A Common Stock issuable to M&F Group pursuant to the September Letter Agreement, in each case, as of September 27, 2019.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 4 of 12
|
CUSIP No.
|
918385 105
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
MacAndrews & Forbes LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
14,177,306 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
14,177,306 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,177,306 (1) |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
21.7% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
The information set forth in Item 5 is incorporated by reference. The number of shares reported above includes (i) 7,239,409 shares of Class A Common Stock and (ii) 1,458,445 shares of Class A Common Stock issuable to M&F Group
upon exercise of the Warrants.
|
(2) |
The calculation assumes that there is a total of 65,471,188 shares of Class A Common Stock outstanding, which is the sum of (i) 35,439,070 shares of Class A Common Stock outstanding, (ii) 23,094,221 shares of Class A Common Stock
that are issuable in exchange for the 23,094,221 shares of Class B Common Stock and corresponding vTv Units outstanding, (iii) 1,458,445 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants and (iv)
5,479,452 shares of Class A Common Stock issuable to M&F Group pursuant to the September Letter Agreement, in each case, as of September 27, 2019.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 5 of 12
|
CUSIP No.
|
918385 105
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
MacAndrews & Forbes Group LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
14,177,306 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
14,177,306 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,177,306 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
21.7% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
The information set forth in Item 5 is incorporated by reference. The number of shares reported above includes (i) 7,239,409 shares of Class A Common Stock and (ii) 1,458,445 shares of Class A Common Stock issuable to M&F Group
upon exercise of the Warrants.
|
(2) |
The calculation assumes that there is a total of 65,471,188 shares of Class A Common Stock outstanding, which is the sum of (i) 35,439,070 shares of Class A Common Stock outstanding, (ii) 23,094,221 shares of Class A Common Stock
that are issuable in exchange for the 23,094,221 shares of Class B Common Stock and corresponding vTv Units outstanding, (iii) 1,458,445 shares of Class A Common Stock issuable to M&F Group upon exercise of the Warrants and (iv)
5,479,452 shares of Class A Common Stock issuable to M&F Group pursuant to the September Letter Agreement, in each case, as of September 27, 2019.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 6 of 12
|
CUSIP No.
|
918385 105
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
MFV Holdings One LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
40,016,185 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
40,016,185 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
40,016,185 (1) |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
68.4% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
The information set forth in Item 5 is incorporated by reference. The number of shares reported above includes 22,378,833 shares of Class B Common Stock and corresponding vTv Units, which are exchangeable for 22,378,833 shares of
Class A Common Stock.
|
(2) |
The calculation assumes that there is a total of 58,533,291 shares of Class A Common Stock outstanding, which is the sum of (i) 35,439,070 shares of Class A Common Stock outstanding and (ii) 23,094,221 shares of Class A Common Stock
that are issuable in exchange for the 23,094,221 shares of Class B Common Stock and corresponding vTv Units outstanding, in each case, as of September 27, 2019.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 7 of 12
|
CUSIP No.
|
918385 105
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
M&F TTP Holdings LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
22,378,833 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
22,378,833 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
22,378,833 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
38.2% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
The information set forth in Item 5 is incorporated by reference. The number of shares reported above represents 22,378,833 shares of Class B Common Stock and corresponding vTv Units, which are exchangeable for 22,378,833 shares of
Class A Common Stock.
|
(2) |
The calculation assumes that there is a total of 58,533,291 shares of Class A Common Stock outstanding, which is the sum of (i) 35,439,070 shares of Class A Common Stock outstanding and (ii) 23,094,221 shares of Class A Common Stock
that are issuable in exchange for the 23,094,221 shares of Class B Common Stock and corresponding vTv Units outstanding, in each case, as of September 27, 2019.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 8 of 12
|
CUSIP No.
|
918385 105
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
M&F TTP Holdings Two LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
22,378,833 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
22,378,833 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
22,378,833 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
38.2% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
The information set forth in Item 5 is incorporated by reference. The number of shares reported above represents 22,378,833 shares of Class B Common Stock and corresponding vTv Units, which are exchangeable for 22,378,833 shares of
Class A Common Stock.
|
(2) |
The calculation assumes that there is a total of 58,533,291 shares of Class A Common Stock outstanding, which is the sum of (i) 35,439,070 shares of Class A Common Stock outstanding and (ii) 23,094,221 shares of Class A Common Stock
that are issuable in exchange for the 23,094,221 shares of Class B Common Stock and corresponding vTv Units outstanding, in each case, as of September 27, 2019.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 9 of 12
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 10 of 12
|
Item 5.
|
Interest in Securities of the Issuer
|
•
|
54,898,924 shares of Class A Common Stock are beneficially owned by Mr. Perelman and the ROP Revocable Trust;
|
•
|
54,193,490 shares of Class A Common Stock are beneficially owned by MacAndrews & Forbes;
|
•
|
40,016,185 shares of Class A Common Stock are beneficially owned by MFV;
|
•
|
22,378,834 shares of Class A Common Stock are beneficially owned by M&F TTP and M&F TTP Two; and
|
•
|
14,177,306 shares of Class A Common Stock are beneficially owned by M&F LLC and M&F Group.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 11 of 12
|
Item 7.
|
Material to be Filed as Exhibits
|
Letter Agreement, dated as of September 26, 2019, by and between vTv Therapeutics Inc. and MacAndrews & Forbes Group LLC.
|
|
Common Stock Purchase Warrant, dated as of September 26, 2019.
|
CUSIP No.
918385 105 |
SCHEDULE 13D
|
Page 12 of 12
|
The ROP Revocable Trust dated 1/9/2018
|
||||
|
||||
By:
|
/s/ Ronald O. Perelman | |||
|
Name: | Ronald O. Perelman | ||
|
Title: |
Trustee |
|
MacAndrews & Forbes Incorporated
|
|
||
|
|
|
||
|
By:
|
/s/ Shiri Ben-Yishai
|
|
|
|
|
Name:
|
Shiri Ben-Yishai
|
|
|
|
Title:
|
Deputy General Counsel and Corporate Secretary
|
|
|
MacAndrews & Forbes LLC
|
|
||
|
|
|
||
|
By:
|
/s/ Shiri Ben-Yishai
|
|
|
|
|
Name:
|
Shiri Ben-Yishai
|
|
|
|
Title:
|
Senior Vice President and Corporate Secretary
|
|
|
MacAndrews & Forbes Group LLC
|
|
||
|
|
|
||
|
By:
|
/s/ Shiri Ben-Yishai
|
|
|
|
|
Name:
|
Shiri Ben-Yishai
|
|
|
|
Title:
|
Senior Vice President and Corporate Secretary
|
|
|
MFV Holdings One LLC
|
|
||
|
|
|
||
|
By:
|
/s/ Shiri Ben-Yishai
|
|
|
|
|
Name:
|
Shiri Ben-Yishai
|
|
|
|
Title:
|
Senior Vice President and Corporate Secretary
|
|
|
M&F TTP Holdings LLC
|
|
||
|
|
|
||
|
By:
|
/s/ Shiri Ben-Yishai
|
|
|
|
|
Name:
|
Shiri Ben-Yishai
|
|
|
|
Title:
|
Senior Vice President and Corporate Secretary
|
|
|
M&F TTP Holdings Two LLC
|
|
||
|
|
|
||
|
By:
|
/s/ Shiri Ben-Yishai
|
|
|
|
|
Name:
|
Shiri Ben-Yishai
|
|
|
|
Title:
|
Senior Vice President and Corporate Secretary
|
|
Attn: Stephen L. Holcombe
|
|
President and Chief Executive Officer
|
|
Rudy C. Howard
|
|
Chief Financial Officer
|
Very truly yours,
|
||
MACANDREWS & FORBES GROUP LLC
|
||
By:
|
/s/ Shiri Ben-Yishai
|
|||
Name:
|
Shiri Ben-Yishai | |||
Title: | Corporate Secretary |
By:
|
/s/ Rudy C. Howard
|
Name:
|
Rudy C. Howard
|
Title:
|
Chief Financial Officer
|
Company Option:
|
MacAndrews commits to invest up to an aggregate of $10,000,000 in the Company, at the Company’s option (the “Company Option”), during the one-year period (the “Commitment Period”) following execution of this
Letter.
|
MacAndrews Option:
|
At any time during the Commitment Period, MacAndrews may, at MacAndrews’ option (the “MacAndrews Option”), elect to invest up to $10,000,000 in the Company on the same terms as the Company Option; provided
that in no event will the aggregate amount of the investments pursuant to the Company Option and the MacAndrews Option exceed $10,000,000.
|
Securities to be Issued;
Terms of Investments:
|
Pursuant to the exercise of the Company Option or the MacAndrews Option (an “Investment”), subject to the terms and conditions of the Purchase Agreement (defined below), the Company will issue to Investor on
each funding date:
Such number of shares (the “Shares”) of Class A common stock, par value $0.01 per share (“Common Stock”), of the Company with a value equal to the Investment, at a per share price (“Per Share Price”) equal to
$1.46, which is equal to the closing price of the Common Stock on the day prior to the date of this Letter.
|
Use of Proceeds:
|
To fund research and development, to pursue growth opportunities and for general corporate purposes.
|
Commitment Fee:
|
As consideration for the investment commitment and the other covenants and obligations of MacAndrews under this Letter, upon the execution of this Letter, the Company will issue to MacAndrews warrants (the
“Commitment Fee Warrants”) to purchase 400,990 shares of Common Stock, at an exercise price per share of $1.68, payable in cash or by cashless exercise. The Commitment Fee Warrants shall be exercisable for seven years commencing on the date
of execution of this Letter. The Commitment Fee Warrants do not reduce the total amount to be invested under the Company Option and the MacAndrews Option.
|
Funding Notices;
Binding Commitment:
|
The Company Option may be exercised by the Company, and the MacAndrews Option may be exercised by MacAndrews, in each case, by the exercising party delivering a written notice (a “Funding Notice”) to the
other party, which notice shall specify the aggregate value and number of shares of Common Stock to be purchased by MacAndrews. Funding Notices from the Company shall be made in writing by the Chief Executive Officer or Chief Financial
Officer of the Company. MacAndrews shall be limited to three Funding Notices during the Commitment Period; the number of Funding Notices from the Company shall not be limited.
Upon delivery of a Funding Notice in accordance with the terms of this Letter by either party, the parties shall, as promptly as practicable, (i) enter into a securities purchase agreement with respect to the
Investment contemplated by the Funding Notice, (ii) take all actions and further steps as may be reasonably necessary to complete such Investment, and (ii) complete such Investment. Notwithstanding anything to the contrary in this Letter,
failure by either party to comply with the foregoing sentence shall constitute a material breach of this Letter, entitling the non-breaching party to specific performance (it being understood that money damages would not be an adequate
remedy for any such breach).
|
Securities Purchase
Agreement:
|
MacAndrews’ obligation to fund the purchase price and the Company’s obligation to issue shares of Common Stock on the terms set forth in this Letter with respect to each Investment contemplated by this Letter
are subject to the negotiation and execution of a mutually acceptable securities purchase agreement (the “Purchase Agreement”) with respect to each such Investment. The issuance of the Shares will be made pursuant to Regulation D under the
Securities Act of 1933, as amended, and MacAndrews agrees that it is an “accredited investor” (as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended).
|
Expenses:
|
Counsel to the Company will prepare initial drafts of all documents. The Company shall pay all reasonable fees and expenses of MacAndrews’ counsel, if necessary.
|
Registration Rights:
|
The Shares and shares of Common Stock issuable upon exercise of the Commitment Fee Warrants and any other securities acquired in connection with any Investment shall be covered by the Investor Rights
Agreement by and between the Company and M&F TTP Holdings Two LLC, as successor in interest to vTv Therapeutics Holdings LLC, dated July 29, 2015, as amended from time to time.
|
Representations and
Warranties:
|
Each Purchase Agreement will include standard representations and warranties by the Company.
|
Conditions to Closing:
|
Each Purchase Agreement will include standard conditions to closing of each tranche, including, without limitation, (i) the Company being in compliance with all applicable Nasdaq Marketplace Rules (both
before and after giving effect to the applicable closing), except for non-compliance as previously disclosed by the Company (ii) the Common Stock remaining listed for trading on a Nasdaq exchange and (iii) the Shares to be then issued
having been listed for trading on a Nasdaq exchange.
|
VTV THERAPEUTICS INC.
|
||
By:
|
/s/ Rudy C. Howard
|
|
Name: Rudy C. Howard
|
||
Title: Chief Financial Officer
|
(Name of Registered Owner)
|
|
(Signature of Registered Owner)
|
|
(Street Address)
|
|
(City) (State) (Zip Code)
|
Date: ___________, ____
|
|
|
Signature
|