Item 2.02 Results of Operations and Financial Condition

On May 5, 2021, vTv Therapeutics Inc. (the "Company") issued a press release to announce its financial results for the fiscal period ended March 31, 2021. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

The information in this report (including Exhibit 99.1) shall not be deemed to be "filed" for purposes of Section 18, of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 4, 2021, the Company filed an amendment to its Amended and Restated Certificate of Incorporation (the "Charter Amendment") to increase the number of shares of Class A Common Stock that the Company is authorized to issue from 100,000,000 shares of Class A Common Stock to 200,000,000 shares of Class A Common Stock, representing an increase of 100,000,000 shares of authorized Class A Common Stock, with a corresponding increase in the total authorized Common Stock, which includes Class A Common Stock and Class B Common Stock, from 200,000,000 to 300,000,000, and a corresponding increase in the total authorized capital stock, which includes Common Stock and preferred stock, from 250,000,000 shares to 350,000,000 shares.

The foregoing is a summary of the key changes effected by the Charter Amendment and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this report and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 3, 2021, vTv Therapeutics Inc. (the "Company") held its 2021 Annual Meeting of Stockholders (the "Annual Meeting"). The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:



       (1) The Company's stockholders elected the nominees listed below to the
           Company's Board of Directors, each to serve for a term to expire at the
           Company's 2022 annual meeting of stockholders or until their successors
           are duly elected and qualified based on the following results of the
           voting:


     Director Nominee        For           Against      Withheld       Broker Non-Votes
     Robin E. Abrams       61,749,033             -       971,644              8,678,136
     John A. Fry           62,054,974             -       665,703              8,678,136
     Hersh Kozlov          61,742,999             -       977,679              8,678,136
     Richard S. Nelson     62,256,728             -       463,950              8,678,136
     Noel J. Spiegel       62,212,145             -       508,532              8,678,136
     Howard L. Weiner      62,483,381             -       237,296              8,678,136




       (2) To approve an amendment to the Company's Amended and Restated
           Certificate of Incorporation to increase the number of authorized
           shares of Class A Common Stock:


                           For            Against        Abstain
                         69,433,635       1,854,384       110,795




       (3) The appointment of Ernst & Young LLP as our independent registered
           public accounting firm for the fiscal year ending December 31, 2021 was
           ratified based on the following results of the voting:


                            For           Against       Abstain
                          70,660,530       526,599       211,684

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Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit No. Description

3.1           Amended and Restated Certificate of Incorporation
99.1          Press Release dated May 5, 2021, announcing financial results for
            the fiscal year ended March 31, 2021

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