SEC Company Response from vTv Therapeutics Inc. (VTVT) (CIK 0001641489) (VTVT) — Jul 28, 2015
vTv Therapeutics Inc. (VTVT) (CIK 0001641489)
Date: July 28, 2015 · CIK: 0001641489 · Accession: 0001567619-15-000989
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File numbers found in text: 333-204951
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CORRESP
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VTV THERAPEUTICS INC.
4170 Mendenhall Oaks Pkwy
High Point, NC 27265
July 28, 2015
VIA EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ronald E. Alper
vTv Therapeutics Inc.
Registration Statement on
Form S-1 (File No. 333-204951)
Dear Mr. Alper:
Pursuant to Rule 461 of the Securities Act
of 1933, as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form S-1 (the “S-1”)
relating to the registration of 8,984,375 shares (including 1,171,875 shares to cover over-allotments) of Class A common stock,
par value $0.01 per share, of vTv Therapeutics Inc. (the “Company”) be accelerated to July 29, 2015 at 3:00 p.m. E.D.T.
or as soon thereafter as may be practicable.
The Company hereby acknowledges that:
Ÿ should the Securities and Exchange Commission (the “Commission”) or the Staff of the Commission (the “Staff”),
acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the Registration Statement;
Ÿ 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 accuracy of the disclosure in the Registration Statement;
and
Ÿ 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.
We understand that the Staff will consider
this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they
relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing,
please contact Lawrence G. Wee of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3052.
*****
Very truly yours,
By: /s/ Rudy C. Howard
Name:
Rudy C. Howard
Title:
Chief Financial Officer
July 28, 2015
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
vTv Therapeutics Inc.
Registration Statement on
Form S-1 (File No. 333-204951)
Dear Ladies and Gentlemen:
In connection with the proposed offering of the securities under
the above-captioned Registration Statement on Form S-1 (the “Registration Statement”), we wish to advise you that we,
as representatives of the underwriters, hereby join with vTv Therapeutics Inc.’s request that the effective date of the Registration
Statement be accelerated so that the same will become effective on July 29, 2015 at 3:00 p.m. E.D.T., or as soon as practicable
thereafter.
The following is supplemental information supplied under Rule
418(a)(7) and Rule 460 under the Securities Act of 1933:
(i)
Date of preliminary prospectus: July 20, 2015
(ii)
Dates of distribution: July 20, 2015 – July 29, 2015
(iii)
Number of preliminary prospectuses distributed to prospective underwriters, institutional investors, dealers and others: 655
(iv)
We have complied and will comply, and have been informed by the participating underwriters that they have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours,
Piper Jaffray & Co.
Stifel, Nicolaus & Company, Incorporated
PIPER JAFFRAY & CO.
By: /s/ David W. Stadinski
Name:
David W. Stadinski
Title:
Managing Director
STIFEL, NICOLAUS & COMPANY, INCORPORATED
By: /s/ Keith G. Lister
Name:
Keith G. Lister
Title:
Managing Director
On
behalf of each of the Underwriters