Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.



On December 1, 2021, (the "Effective Date") Rudy Howard announced his resignation as Chief Financial Officer and as an employee of vTv Therapeutics Inc. (the "Company"), effective as of the Effective Date. In connection with Mr. Howard's resignation, he did not express any disagreement on any matter relating to the Company's operations, policies or practices.

In connection with his resignation, the Company entered into a resignation agreement with Mr. Howard (the "Howard Resignation Agreement"), pursuant to which Mr. Howard is entitled to a cash severance payment at a rate of $325,000 per year payable in monthly or bi-weekly installments through December 31, 2022, a potential discretionary bonus for the year ending December 31, 2021 to be determined by the Compensation Committee and continued medical coverage at the same cost as active employees through December 31, 2022. In addition, Mr. Howard's outstanding options to acquire shares of Class A common stock of the Company that were scheduled to vest in December 2021 vested in full as of the Effective Date, all vested options will remain outstanding through the expiration of the original term and the remainder of his options will be forfeited. The payments under the Resignation Agreement are conditioned on a release of claims by Mr. Howard in favor of the Company as well as his continued compliance with his post-employment restrictive covenants.

The foregoing summary of the material terms of the Howard Resignation Agreement, is subject to the full and complete terms of the agreement, a copy of which is filed as Exhibit 10.1, hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.

Exhibit
Number                                  Description

10.1        Howard Resignation Agreement
104       Cover Page Interactive Data File (embedded within Inline XBRL document)

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