As previously announced, on November 14, 2023, the board of directors of vTv Therapeutics, Inc. (the “Company”) approved a reverse stock split at a ratio of 1-for-40, such that every 40 shares of the Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”), will be combined into one issued and outstanding share of Class A Common Stock and every 40 shares of the Company’s Class B common stock, par value $0.01 per share (the “Class B Common Stock”), will be combined into one issued and outstanding share of Class B Common Stock (together, the “Reverse Stock Split”).
On November 20, 2023, the Company filed a Certificate of Amendment to the Company’s amended and restated certificate of incorporation, as amended (the “Amendment”), with the Secretary of State of the State of Delaware, which effected, as of 4:01 p.m., Eastern Time, on November 20, 2023 (the “Effective Time”), the Reverse Stock Split. No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares of Class A Common Stock and Class B Common Stock to which a stockholder was entitled resulting from the Reverse Stock Split were rounded up to the nearest whole share. The Reverse Stock Split was effected in order to enable the Company to regain compliance with the $1.00 per share minimum closing price required to maintain continued listing on the Nasdaq Capital Market.
The Reverse Stock Split applied equally to all outstanding shares of the Class A Common Stock and Class B Common Stock, and each stockholder holds the same percentage of Class A Common Stock and Class B Common Stock outstanding as that stockholder held immediately prior to the Reverse Stock Split, except for adjustments resulting from the treatment of fractional shares, as described above. The Reverse Stock Split also reduced the number of shares of Class A Common Stock issuable upon exercise of stock options outstanding immediately prior to the Reverse Stock Split.
The Company’s Class A Common Stock is expected to begin trading on a post-split basis on November 21, 2023. The Company’s Class A Common Stock will continue trading under the symbol “VTVT,” and the new CUSIP number for the Class A Common Stock following the Reverse Stock Split is 91835204
