Baker Bros. Advisors Files 13D for vTv Therapeutics

TL;DR

**Baker Bros. Advisors just filed a 13D on vTv Therapeutics. Big stake.**

AI Summary

On March 5, 2024, Baker Bros. Advisors LP, along with group members Felix J. Baker and Julian C. Baker, filed a Schedule 13D with the SEC regarding their holdings in vTv Therapeutics Inc. The filing indicates a change in beneficial ownership, with Baker Bros. Advisors LP now holding a significant stake in the company's Class A Common Stock.

Why It Matters

This filing signals a substantial investment or change in control interest by Baker Bros. Advisors in vTv Therapeutics, potentially impacting the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, which can introduce volatility.

Key Players & Entities

• Baker Bros. Advisors LP (company) — Filing entity
• vTv Therapeutics Inc. (company) — Subject company
• Felix J. Baker (person) — Group member
• Julian C. Baker (person) — Group member
• Alexandra A. Toohey (person) — Chief Financial Officer of Baker Bros. Advisors LP

FAQ

Key Financial Figures

• $0.01 — ssuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securitie
• $11.81 — o;Shares”) at a purchase price of $11.81 per share and prefunded warrants (the &
• $11.80 — t Shares”) at a purchase price of $11.80 per warrant. The Prefunded Warrants are
• $30.0 m — ss proceeds of at least an aggregate of $30.0 million, and (v) grants the Funds, togeth
• $30.0 million — portionate share of up to an additional $30.0 million of Common Stock 18 months following the

Filing Documents

• tm248032d1_sc13d.htm (SC 13D) — 114KB
• tm248032d1_ex99-1.htm (EX-99.1) — 7KB
• tm248032d1_ex99-3.htm (EX-99.3) — 99KB
• 0001104659-24-031033.txt ( ) — 222KB

Security and Issuer

Item 1. Security and Issuer. The class of equity security to which this statement on Schedule 13D relates is the Class A common stock, par value $0.01 per share (the “Common Stock”) of vTv Therapeutics Inc., a corporation organized under the laws of the state of Delaware (the “Issuer”). The address of the principal executive offices of the Issuer is 3980 Premier Drive, Suite 310, High Point, NC 27265. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Identity and Background

Item 2. Identity and Background. (a) The Reporting Persons are: 1. Baker Bros. Advisors LP (the “Adviser”) 2. Baker Bros. Advisors (GP) LLC (the “Adviser GP”) 3. Felix J. Baker 4. Julian C. Baker (b) The business address of each of the Reporting Persons is: c/o Baker Bros. Advisors LP 860 Washington Street, 3 rd Floor New York, NY 10014 (212) 339-5690 (c) The Adviser is an entity engaged in investment activities, and the Adviser GP is in the business of acting as its general partner and, through the Adviser, investment activities. The principal business of each of Julian C. Baker and Felix J. Baker is to serve as a managing member of the Adviser GP. (d) and (e) During the past five years, none of the Reporting Persons nor any of the Funds (as defined below) has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Adviser is a limited partnership organized under the laws of the State of Delaware. The Adviser GP is a limited liability company organized under the laws of the State of Delaware. The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of America.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration The disclosure in Item 4 below is incorporated herein by reference.

Purpose

Item 4. Purpose of the Transaction. The disclosures in Item 3 and Item 6 below are incorporated herein by reference. On February 27, 2024, the Issuer entered into a securities purchase agreement with certain institutional accredited investors related to the private placement (the “Private Placement”) of 464,377 shares of Common Stock (the “Shares”) at a purchase price of $11.81 per share and prefunded warrants (the “Prefunded Warrants”) to purchase 3,853,997 shares of Common Stock (the “Warrant Shares”) at a purchase price of $11.80 per warrant. The Prefunded Warrants are exercisable into Common Stock at any time on a 1-for-1 basis at an exercise price of $0.01 per Warrant Share, subject to the limitations discussed below and have no expiration date. The Private Placement closed on February 27, 2024. Pursuant to the Securities Purchase Agreement, Baker Brothers Life Sciences, L.P. (“Life Sciences”) and 667, L.P. (“667” and together with Life Sciences, the “Funds”) purchased in the Private Placement the following: (i) Life Sciences: 142,135 shares of Common Stock and Prefunded Warrants to purchase up to 2,770,136 Warrant Shares; and (ii) 667: 12,836 shares of Common Stock and Prefunded Warrants to purchase up to 250,168 Warrant Shares. Each of 667 and Life Sciences purchased the Common Stock and Prefunded Warrants with their working capital. The Prefunded Warrants are exercisable on a 1-for-1 basis at an exercise price of $0.01 per share at any time at the election of the holder into shares of Common Stock subject to beneficial ownership limitations as described below. The Prefunded Warrants are only exercisable to the extent that after giving effect to such exercise the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. The disclosure in Item 4 is incorporated by reference herein. (a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Set forth below is the aggregate number of shares of Common Stock directly held by each of the Funds, which may be deemed to be indirectly beneficially owned by the Reporting Persons, as well as shares of Common Stock that may be acquired upon exercise of Prefunded Warrants, subject to the limitations on exercise described below, in each case following execution of the Exchange Agreement: Common Prefunded Name Stock Warrants 667, L.P. 8,060 254,948 Baker Brothers Life Sciences, L.P. 89,254 2,823,061 Total 97,314 3,078,009 On February 27, 2024 and until the effectiveness of the Exchange Agreement, 667 and Life Sciences held 12,836 and 142,135 shares of Common Stock, respectively representing approximately 6.1% of the outstanding shares of Common Stock. (c) The information set forth in Item 4 is hereby incorporated by reference into this Item 5(c). Except as disclosed herein, none of the Reporting Persons or their affiliates has effected any other transactions in securities of the Issuer during the past 60 days. (d) Certain securities of the Issuer are held directly by 667, a limited partnership the sole general partner of which is Baker Biotech Capital, L.P., a limited partnership the sole general partner of which is Baker Biotech Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the managing members of Baker Biotech Capital (GP), LLC. Certain securities of the Issuer are held directly by Life Sciences, a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital, L.P., a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the managing members of Baker Brothers Life Sciences Capita

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities. The disclosure in Item 4 is incorporated by reference herein. Securities Purchase Agreement On February 27, 2027, the Funds, along with certain other investors, entered into the Securities Purchase Agreement with the Issuer. In addition to providing for the Private Placement, the Securities Purchase Agreement also: (i) provides the Funds with rights to designate two nominees to serve as directors on the Board, issued pursuant to the exercise of the Prefunded Warrants) purchased by the Funds at the closing of the Private Placement, (ii) requires the Issuer to implement Board voting procedures requiring at least five directors to approve certain Issuer actions, (iii) grants certain participation rights to the Funds giving them the right to purchase their proportionate share of certain future financing transactions, (iv) requires the Issuer to use commercially reasonable efforts to (a) offer and sell securities for cash and/or (b) receive cash consideration in connection with a royalty or licensing agreement related to a preclinical or clinical drug candidate of the Issuer, other than TTP 399, that in respect of (a) and/or (b) results in the receipt of gross proceeds of at least an aggregate of $30.0 million, and (v) grants the Funds, together with certain purchasers in the Private Placement, the right to purchase their proportionate share of up to an additional $30.0 million of Common Stock 18 months following the closing of the Private Placement, subject to certain conditions. The Securities Purchase Agreement also contains customary representations, warranties and covenants of the parties. The foregoing description of the Securities Purchase Agreement is qualified in its entirety by reference to the full text of the Securities Purchase Agreem

Materials to be filed as Exhibits

Item 7. Materials to be filed as Exhibits. Exhibit Description 99.1 Securities Purchase Agreement by and between 667, L.P., Baker Brothers Life Sciences, L.P., vTv Therapeutics Inc., and certain other investors, dated February 27, 2024 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on February 28, 2024). 99.2 Form of Pre-Funded Warrant to Purchase Common Stock of vTv Therapeutics, Inc. (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on February 28, 2024). 99.3 Exchange Agreement by and between 667, L.P., Baker Brothers Life Sciences, L.P., and vTv Therapeutics Inc., dated March 5, 2024. 99.4 Registration Rights Agreement by and between 667, L.P., Baker Brothers Life Sciences, L.P., vTv Therapeutics Inc., and certain other investors, dated February 27, 2024 (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K, filed with the SEC on February 28, 2024). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 5, 2024 BAKER BROS. ADVISORS LP By: Baker Bros. Advisors (GP) LLC, its general partner By: /s/ Scott L. Lessing Name: Scott L. Lessing Title: President BAKER BROS. ADVISORS (GP) LLC By: /s/ Scott L. Lessing Name: Scott L. Lessing Title: President /s/ Julian C. Baker Julian C. Baker /s/ Felix J. Baker Felix J. Baker

View Full Filing

View this SC 13D filing on SEC EDGAR