UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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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 August 9, 2022, the Board of Directors (the “Board”) of vTv Therapeutics Inc. (the “Company”), upon recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Dr. Jonathan Isaacsohn as a member and chair of the Board, effective immediately. Dr. Isaacsohn will serve a term through the date of the next annual meeting of the Company’s stockholders. As of the date hereof, Dr. Isaacsohn has not been appointed to serve on any Committee of the Board.
The Board has determined that Dr. Isaacsohn qualifies as an independent director as required by the rules of the NASDAQ Capital Market.
Dr. Isaacsohn was appointed to the Board pursuant to the previously announced common stock and warrant purchase agreement, dated as of July 22, 2022, between the Company, CinPax, LLC and CinRx Pharma, LLC.
Dr. Isaacsohn is the President and Chief Executive Officer of CinRx Pharma, LLC, a position he has held since October 2015. Dr. Isaacsohn has over 25 years of experience in clinical medicine and drug development of multiple product candidates for both biotech and pharmaceutical companies, with activities ranging from protocol design and execution of multi-center, global clinical trials through to submissions of marketing applications to different regulatory authorities. Prior to joining CinRx Pharma, LLC, Dr. Isaacsohn served as Chief Medical Officer of Israel-based Teva Pharmaceutical Industries Ltd.
Dr. Isaacsohn will receive annual cash and equity compensation as independent Chairman, including an annual cash payment of $70,000, and an annual equity grant of 50,000 options following each annual meeting of the Company’s stockholders. Dr. Isaacsohn will also receive a grant of 50,000 options upon appointment. All directors are also reimbursed for their out-of-pocket expenses incurred in connection with their service.
The Company expects Dr. Isaacsohn to enter into the standard director and executive officer indemnification agreement that it has with its directors and executive officers. A copy of the Company’s form of indemnification agreement was filed as Exhibit 10.7 to Amendment No. 4 to the Company’s Registration Statement on Form S-1, dated July 23, 2015.
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: August 15, 2022