VTVT · vTv Therapeutics Inc.

This filing reflects vTv Therapeutics’ activation of additional capacity under its existing at-the-market (ATM) equity program, allowing flexible capital raising up to $47.5 million without a new registration statement. The offering relies on the Company’s already-effective Form S-3 shelf registration, streamlining execution and reducing timing risk compared to a standalone offering. The legal opinion from Dechert LLP — required under SEC rules for incorporation by reference into the shelf registration — confirms the enforceability and validity of shares issued under the program, subject to strict conditions: shares must be sold at or above par value ($0.01), pursuant to the Sales Agreement, and against lawful consideration. While this does not represent immediate capital inflow, it signals management’s readiness to access equity markets as needed for general corporate purposes, which may include funding clinical development, working capital, or debt service. Because no pricing, timing, or volume commitments are disclosed — and because ATM programs are typically used opportunistically — dilution risk remains contingent and undetermined. Investors should monitor future 8-K filings or press releases for actual sales activity under the program.