8-K - VTVT - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): December 19, 2025

vTv Therapeutics Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37524	47-3916571
(State or other jurisdiction<br><br>of incorporation)	(Commission File No.)	(IRS Employer<br><br>Identification No.)

3980 Premier Drive, Suite 310

High Point, NC 27265

(Address of principal executive offices)

(336) 841-0300

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.01 per share	VTVT	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.03 Amendments to Articles of Incorporation or By-Laws

On December 19, 2025, the Board of Directors of vTv Therapeutics Inc. (the Company) amended Section 2.8 of Article II of the Company’s Second Amended and Restated By-Laws to reduce the quorum requirement for any meeting of stockholders to 33.4%. A copy of the First Amendment to the Second Amended and Restated By-Laws is attached to this Form 8-K as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

Exhibit No.	Description
3.1	First Amendment to the Second Amended and Restated By-Laws of vTv Therapeutics Inc.
104	Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

VTV THERAPEUTICS INC.
By:	/s/ Paul J. Sekhri
Name:	Paul J. Sekhri
Title:	President and Chief Executive Officer

Dated: December 19, 2025

firstamendmenttothesecon

FIRST AMENDEMENT TO THE SECOND AMENDED AND RESTATED BY-LAWS OF VTV THERAPEUTICS INC. This First Amendment to the Second Amended and Restated By-Laws of vTv Therapeutics Inc., a Delaware corporation (the “Corporation”), is made as of this 19th day of December, 2025. 1. The first sentence of Section 2.8 of Article II of the Second Amended and Restated By- laws of the Corporation is hereby amended and restated in its entirety as follows: “Except as otherwise provided by these By-laws, at each meeting of Stockholders, the presence in person or by proxy of the holders of 33.4% of all outstanding shares of stock entitled to vote at the meeting of Stockholders shall constitute a quorum for the transaction of any business at such meeting, except that, where a separate vote by a class or series of classes of shares is required, a quorum shall consist of no less than a majority of the voting power of all outstanding shares of stock of such class or series of classes, as applicable.” 2. Except as specifically amended herein, the Amended and Restated By-laws shall remain unchanged and in full force and effect. As adopted by the Board of Directors on December 19, 2025