Form 4: VTVT Director Akkaraju Reports Major Warrant Acquisition

VTVT Director Srinivas Akkaraju, through Samsara BioCapital, L.P., reported the acquisition of pre-funded and common warrants for over 1.3 million shares of Class A Common Stock.

Summary

• Srinivas Akkaraju, a Director of vTv Therapeutics Inc. (VTVT), reported changes in beneficial ownership.
• The changes stem from Samsara BioCapital, L.P. (Samsara LP) entering a securities purchase agreement with vTv Therapeutics Inc. on August 29, 2025.
• Samsara LP purchased pre-funded warrants exercisable for 655,523 shares of Class A Common Stock at an exercise price of $0.01 per share.
• Samsara LP also purchased common warrants exercisable for 655,523 shares of Class A Common Stock at an exercise price of $22.71 per share.
• The transaction date for these acquisitions was September 3, 2025.
• Srinivas Akkaraju, as the general partner of Samsara LP, is deemed to have voting and investment power over these securities.
• Following the transaction, Akkaraju indirectly beneficially owns 1,548,101 pre-funded warrants and 655,523 common warrants through Samsara LP.

Sentiment

Score: 7

Explanation: The acquisition of a significant number of warrants by a director-affiliated entity is generally a positive signal, indicating insider confidence and providing capital to the company. However, the potential for future dilution and the high exercise price of common warrants introduce some caution.

Positives

• A significant investment by a director-affiliated entity (Samsara BioCapital, L.P.) indicates confidence in the company's future prospects.
• The acquisition of pre-funded warrants at a nominal exercise price ($0.01) provides a low-cost option for future equity conversion.
• The capital infusion from the warrant purchase strengthens the company's financial position, providing funds for operations and development.

Negatives

• The future exercise of these warrants could lead to dilution for existing shareholders.
• The common warrants have a relatively high exercise price of $22.71, requiring a substantial increase in the share price for them to be significantly 'in the money'.

Risks

• Future exercise of warrants could dilute existing shareholders' ownership percentage.
• The 9.99% beneficial ownership cap on warrant exercise limits the immediate impact of a single holder but could still lead to gradual dilution over time.
• The value of the common warrants is contingent on the Class A Common Stock price exceeding $22.71, posing a risk if the stock does not perform as expected.

Future Outlook

The acquisition of warrants by an affiliated entity of a director suggests a long-term positive outlook on the company's future performance, contingent on the successful development and commercialization of its therapeutic pipeline.

Management Comments

• The Reporting Person disclaims beneficial ownership in these securities except to the extent of his pecuniary interest therein.

Industry Context

In the biotechnology and pharmaceutical sectors, capital raises through warrant issuances are common for funding research and development, clinical trials, and operational expenses. Insider purchases, even through affiliated entities, can signal confidence in a company's pipeline and strategic direction, especially in a capital-intensive industry like biotech.

Related Party Transactions

• Samsara BioCapital, L.P., the purchaser of the warrants, is an entity where Srinivas Akkaraju, a Director of vTv Therapeutics Inc., has voting and investment power. This constitutes a transaction involving a related party.

Stakeholder Impact

• **Shareholders**: Potential for future dilution upon warrant exercise. However, the capital raised from the warrant sale could fund operations, potentially increasing long-term shareholder value.
• **Company**: Receives capital from the warrant sale, strengthening its financial position for ongoing operations and development.
• **Samsara BioCapital, L.P.**: Gains a significant equity stake and potential upside if vTv Therapeutics' stock price increases.

Next Steps

• Potential future exercise of the pre-funded warrants and common warrants by Samsara BioCapital, L.P.
• Monitoring the company's stock performance relative to the common warrant exercise price of $22.71.

Key Dates

Recommendation

While the significant warrant acquisition by a director-affiliated entity signals insider confidence and provides capital, the potential for future dilution and the high exercise price of the common warrants warrant a 'hold' stance. Investors should monitor the company's operational progress and stock performance relative to the warrant exercise prices before making further investment decisions.

Keywords

vTv Therapeutics, VTVT, Srinivas Akkaraju, Samsara BioCapital, SEC Form 4, Warrants, Pre-funded Warrants, Common Warrants, Beneficial Ownership, Director Transaction, Equity Financing, Biotechnology, Pharmaceuticals