Item 8.01 Other Events

On January 14, 2021, vTv Therapeutics Inc. (the "Company") filed a Prospectus Supplement (the "Prospectus Supplement") in connection with its previously disclosed Controlled Equity OfferingSM Sales Agreement (the "Sales Agreement") with Cantor Fitzgerald & Co. ("Cantor Fitzgerald"), to increase the size of the at-the-market offering pursuant to which the Company may offer and sell, from time to time, through or to Cantor Fitzgerald, as sales agent or principal, shares of the Company's Class A common stock, par value $0.01 per share, by an aggregate offering price of $5.5 million (the "Shares").

The issuance and sale, if any, of the Shares by the Company under the Sales Agreement will be made pursuant to the Company's effective registration statement on Form S-3 (Registration Statement No. 333-223269), filed with the U.S. Securities and Exchange Commission on February 27, 2018 and declared effective on March 19, 2018. The offering is described in the Company's Prospectus dated March 19, 2018, as supplemented by a Prospectus Supplement dated January 14, 2021, as filed with the SEC on January 14, 2021.

The legal opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP relating to the validity of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form 8-K shall 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.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.



Exhibit
Number                                  Description

5.1         Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.

23.1        Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in
          Exhibit 5.1).

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