vTv Therapeutics Inc-A美股招股说明书(2026-05-13版)

ClassA Common Stock We previously entered into a sales agreement, or sales agreement, with TD Securities (USA) LLC (formerly known as Cowen and Company,LLC), or TD Cowen, relating to shares of our ClassA common stock, $0.01 par value per share, offered by this prospectus supplement and theaccompanying prospectus. In accordance with the terms of the sales agreement, from time to time we may offer and sell shares of our ClassA commonstock having an aggregate gross sales price of up to $50.0million through or to TD Cowen, acting as sales agent or principal, pursuant to this prospectussupplement and the accompanying prospectus. This prospectus supplement, together with the accompanying prospectus, relates to our ClassA commonstock that may be offered and sold under the sales agreement. This prospectus supplement replaces and supersedes in its entirety the previously filedprospectus dated April29, 2024, relating to the offer and sale of our ClassA common stock under the sales agreement having an aggregate offering priceof up to $12,678,712 and no additional ClassA common stock will be sold under the previously filed prospectus following the date of this prospectussupplement. We sold an aggregate of 179,400 shares of ClassA Common Stock for an aggregate offering price of approximately $2,500,000 in grossproceeds under the previously filed prospectus. Under this prospectus supplement, we may offer and sell our ClassA common stock in accordance withthe terms of the sales agreement having an aggregate offering price of up to $47,500,000 from time to time through or to TD Cowen, as agent orprincipal, which amount is in addition to the ClassA common stock previously sold under the previously filed prospectus. Our ClassA common stock is traded on The Nasdaq Capital Market under the symbol “VTVT.” On May11, 2026, the last reported sale price ofour ClassA common stock as reported on The Nasdaq Capital Market was $30.46 per share. Sales of our ClassA common stock, if any, under this prospectus may be made in sales deemed to be an “at-the-market offering” as defined inRule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act. Subject to terms of the sales agreement, TD Cowen isnot required to sell any specific number or dollar amounts of securities but will act as our sales agent using commercially reasonable efforts consistentwith its normal trading and sales practices, on mutually agreed terms between TD Cowen and us. There is no arrangement for funds to be received inany escrow, trust or similar arrangement. TD Cowen will be entitled to compensation under the terms of the sales agreement at a fixed commission rate of 3.0% of the gross sales price pershare sold. In connection with the sale of our ClassA common stock on our behalf, TD Cowen will be deemed to be an “underwriter” within themeaning of the Securities Act and the compensation of TD Cowen will be deemed to be underwriting commissions or discounts. We have also agreed toprovide indemnification and contributions to TD Cowen against certain civil liabilities, including liabilities under the Securities Act. Investing in our ClassA common stock involves risks that are referenced under the caption “Risk Factors” onpageS-5 of this prospectus supplement. We are a “smaller reporting company” and, as such, have elected to complywith certain reduced public company reporting requirements for this prospectus supplement, the accompanyingprospectus and our filings with the Securities and Exchange Commission. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is acriminal offense. TD Cowen The date of this prospectus supplement is May13, 2026. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCESPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSUSE OF PROCEEDSDILUTIONPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS PROSPECTUS:ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCESTATEMENTS REGARDING FORWARD-LOOKING STATEMENTSTHE COMPANYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF THE CAPITAL STOCKPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus relate to an offering of our ClassA common stock. This prospectus supplement, theaccompanying prospectus and the information incorporated by reference in this prospectus supplement and the accompanying prospectus supersedes thepreviously filed prospectus dated April29, 2024 in its entirety. This prospectus supplement adds to, updates and, where applicable, modifies informationcontained or incorporate