SecProbe.io

June 30, 2015

Stephen L. Holcombe
President and Chief Executive Officer
vTv Therapeutics Inc.
4170 Mendenhall Oaks Pkwy
High Point, NC 27265

Re: vTv Therapeutics Inc.
Registration Statement on Form S -1
Filed June 15, 2015
  File No. 333 -204951

Dear Mr. Holcombe:

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropri ate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Prospectus Summary, page 1

The Reorganization Tran sactions, page 4

1. We note your response to comment 3 in our letter dated June 10, 2015.  Please revise to
disclose and expand your discussion of the “Up -C” structure, including a discussion of
the tax and other advantages to the Company and its equityholde rs.

2. Please revise to explain the rights, privileges, form and nature of control provided by the
managing member unit in vTv Therapeutics LLC.

3. You indicate on page 5 that you expect to enter into a tax receivable agreement with vTv
Therapeutics Holdings.  Tell us whether this agreement will be reflected in your pro
forma adjustments.   Explain how the related party payments under the tax receivabl e
agreement will be recorded and the effect such payments will have on your financial

Stephen L. Holcombe
vTv Therapeutics Inc.
June 30, 2015
Page 2

 position and results of operations.   Considering your disclosure that you expect the
payments required under the agreement will be substantial, please expand your disclos ure
in Critical Accounting Policies and Estimates section of the MD&A to discuss material
terms of the agreement and related tax accounting policies.

Summary Historical and Pro Forma Financial Data, page 12

4. We note your response to comment 7.   However, i t appears to us that the reorganization
pro forma statements of operations would not be identical to pro forma statements of
operations after the offering due to the offering adjustments that will be reflected on
pages 59 and 61, including adjustments to n et loss attributable to non -controlling
interests.   Accordingly, please revise to also present here the reorganization pro forma
statements of operations information.

Use of Proceeds, page 52

5. We note your response to comment 10 and we reissue the comment .  We note the
disclosure in the last two paragraphs of this section and in the third risk factor on page 45
that the use of proceeds could change in the future as your plans and business conditions
evolve and that you retain broad discretion in the applic ation of the net proceeds from
this offering.  The company may reserve the right to change the use of proceeds, provided
that such reservation is due to certain contingencies that are discussed specifically and the
alternatives to such use in that event ar e indicated.  Please revise to disclose the specific
contingencies and alternative uses of proceeds.

Unaudited Pro Forma Condensed Combined Consolidated Statements of Operations, page 59 and
61

6. After the reorganization and before the offering, vTv Therapeutics Inc. does not appear to
have an equity interest in vTv Therapeutics LLC.   Please explain to us why the entire
combined consolidated net loss shown in the reorganization pro forma column is
reflected as net loss attributable to vTv Therapeutics  Inc., rather than being attributed to
non-controlling interests.   Please revise your presentation accordingly or disclose how the
amounts shown in the reorganization pro forma column accurately reflect vTv
Therapeutics Inc.’s interest in vTv Therapeutics LLC’s net loss.

Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet, page 63

7. We note your revisions in response to comment 14.   However, your pro forma financial
information does not foot across.   For example, the amounts shown in the reorg anization
pro forma column for the vTvx Holdings I members’ equity (deficit) and the vTv
Therapeutics Inc. stockholders’ deficit line items are not the sum of the amounts shown
in the two preceding columns.   Please make the necessary revisions and disclose  in a note
with quantification the nature of any additional adjustments made.

Stephen L. Holcombe
vTv Therapeutics Inc.
June 30, 2015
Page 3

8. The reorganization pro forma column reflects ($1,902) under stockholders’ deficit of vTv
Therapeutics Inc.   Please disclose what this amount represents.   Please also tell us how
you determined no non -controlling interest amount was appropriate in the reorganization
pro forma column or make the necessary revisions.

9. We note your response to comment 15 regarding the consolidation guidance you
applied.   Based upon your response and your disclosures in the filing, it appears the vTv
Therapeutics LLC non -voting units represent the equity investment at risk.   It appears,
based upon your disclosures on page 6, that vTv Therapeutics Inc. will be appointed as
the sole managing member of vT v Therapeutics LLC pursuant to the LLC
agreement.   On page 5, you state this managing member unit represents no economic
interests and will have 100% of the voting power of vTv Therapeutics LLC.   For an
entity not to be a VIE, the equity holders have to de monstrate power through the ability
to vote an equity investment at risk.   If interests other than the equity investment at risk
provide the holders of that investment with the characteristics of a controlling financial
interest, the entity is a VIE.   Othe r interests held by the holders of an equity investment at
risk should not be combined with equity interests in deciding whether an entity is a
VIE.   Accordingly, please further explain how you concluded vTv Therapeutics LLC was
not a VIE pursuant to ASC 8 10-10-15-14(b).   If you determine it is a VIE, please explain
how you determined vTv Therapeutics Inc. has the characteristics of a controlling
financial interest per ASC 810 -10-25-38A and provide the basis for consolidation and
any other required disclosu re pursuant to ASC 810 -10-50.

Business, page 81

10. We note that one customer accounted for 100% of revenues as of the three months ended
March 31, 2015.  Please identify this customer.

Management, page 114

11. Please clarify when Mr. Howard will become the Ch ief Financial Officer.

Exhibits

12. We reissue comment 18.  Please file the agreement with Calithera as an exhibit.  Given
the potential milestone payments discussed on page 102, this agreement would appear to
be material to your company at this time and not  just an ordinary course of business
contract.  Please revise to file the agreement or provide additional analysis as to why you
believe the contract would not be material to the company.

Stephen L. Holcombe
vTv Therapeutics Inc.
June 30, 2015
Page 4

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement, please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commiss ion from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and ac curacy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to rev iew any amendment prior to the requested effective date of the
registration statement.

Stephen L. Holcombe
vTv Therapeutics Inc.
June 30, 2015
Page 5

 You may contact Raj Rajan at (202) 551 -3388 or Rufus Decker at (202) 551 -3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ronald E. Alper at (202) 551 -3329 or Pam Howell at (202) 551 -3357 with any other
questions.

Sincerely,

 /s/ Pamela Howell
 for

 John Reynolds
Assistant Director

cc: Lawrence G. Wee, Esq.
      Paul, Weiss, Rifkind, Wharton & Garrison LLP