SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 November 20, 2025
 Office of Life Sciences Division of Corporation Finance
 United States Securities and Exchange Commission 100 F Street,
N.E. Washington, D.C. 20549 Attention: Daniel Crawford

 Re:
 vTv Therapeutics Inc.
 Acceleration Request for Registration Statement on Form S-3
 File No. 333-290709
 Dear Mr. Crawford, Pursuant to
Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), vTv Therapeutics Inc. (the “ Company ”) hereby requests that the effective date of the above-referenced registration statement (the
“ Registration Statement ”) be accelerated to November 24, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Dechert LLP, request by telephone that such Registration Statement
be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.
 Once the Registration Statement is effective, please orally confirm the event with our counsel, Dechert LLP, by calling David Rosenthal at
(212) 698-3616. If you have any questions regarding this request, please contact David Rosenthal
of Dechert LLP at (212) 698-3616.

 Sincerely,
 VTV THERAPEUTICS INC.

 /s/ Michael Tung
 Michael Tung

 Executive Vice President and Chief Financial Officer

 cc:

 David S. Rosenthal, Dechert LLP

CORRESP
1
filename1.htm

CORRESP

 April 25, 2024

Office of Life Sciences

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:

Daniel Crawford

Re:

 vTv Therapeutics Inc.

Acceleration Request for Registration Statement on Form S-3

File No. 333-278612

 Dear Mr. Crawford,

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), vTv Therapeutics Inc. (the
“Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to April 29, 2024, at 4:00 p.m., Eastern Time, or as soon
thereafter as practicable, unless we or our outside counsel, Dechert LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware
of its responsibilities under the Act.

 Once the Registration Statement is effective, please orally confirm the event with our counsel,
Dechert LLP, by calling David Rosenthal at (212) 698-3616.

 If you have any questions regarding
this request, please contact David Rosenthal of Dechert LLP at (212) 698-3616.

 Sincerely,

VTV THERAPEUTICS INC.

 /s/ Steven Tuch

 Steven Tuch

 Chief Financial
Officer

cc:

David S. Rosenthal, Dechert LLP

United States securities and exchange commission logo
April 15, 2024
Steven Tuch
Chief Financial Officer
vTv Therapeutics Inc.
3980 Premier Drive, Suite 310
High Point, NC 27265
Re:vTv Therapeutics Inc.
Registration Statement on Form S-3
Filed April 10, 2024
File No. 333-278612
Dear Steven Tuch:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David Rosenthal, Esq.

CORRESP
1
filename1.htm

vTv Therapeutics Inc.

3980 Premier Drive

Suite 310

High Point, NC 27265

June 9, 2021

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Fredrick Philantrope

vTv Therapeutics Inc.

Registration Statement on

Form S-3 (File No. 333-256755)

Dear Mr. Philantrope:

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-3 of vTv Therapeutics Inc. (the “Company”), be accelerated to June 11, 2021 at 4:00 p.m. Eastern Time or as soon
thereafter as may be practicable.

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
Raphael M. Russo of Paul, Weiss, Rifkind, Wharton & Garrison LLP at
(212) 373-3309.

*****

  Very truly yours,

  vTv Therapeutics
  inc.

  By:
  /s/ Rudy Howard

  Name:
    Rudy Howard

  Title:
    Chief Financial Officer

[Signature Page to Company Acceleration Request]

United States securities and exchange commission logo
June 8, 2021
Stephen L. Holcombe
President and Chief Executive Officer
vTv Therapeutics Inc.
3980 Premier Drive, Suite 310
High Point, NC 27265
Re:vTv Therapeutics Inc.
Registration Statement on Form S-3
Filed June 3, 2021
File No. 333-256755
Dear Mr. Holcombe:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Fredrick Philantrope at 202-551-6875 or Alan Campbell at 202-551-4224
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Lawrence G. Wee, Esq.

CORRESP
1
filename1.htm

vTv Therapeutics Inc.

3890 Premier Drive

Suite 310

High Point, NC 27265

April 16, 2021

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Alan Campbell

vTv Therapeutics Inc.

Registration Statement on

Form S-3 (File No. 333-254445)

Dear Mr. Campbell:

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-3 of vTv Therapeutics
Inc. (the “Company”), be accelerated to April 20, 2021 at 4:00 p.m. Eastern Time or as soon thereafter as may be practicable.

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 Raphael
M. Russo of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3309.

*****

  Very truly yours,

  vTv Therapeutics
  inc.

  By:
  /s/ Rudy Howard

  Name:
    Rudy Howard

  Title:
    Chief Financial Officer

[Signature Page to Company Acceleration Request]

CORRESP
1
filename1.htm

      vTv Therapeutics Inc.

      3980 Premier Drive, Suite 310

      High Point, NC 27265

      December 4, 2020

      VIA EDGAR

        Division of Corporation Finance

      Securities and Exchange Commission

        100 F Street, N.E.

        Washington, D.C. 20549

      Attention:  Deanna Virginio

      vTv Therapeutics Inc.

        Registration Statement on

        Form S‑1 (File No. 333-250934)

      Dear Ms. Virginio:

      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”) of vTv Therapeutics Inc. (the “Company”) be accelerated to December 8, 2020 at 4:00 p.m. Eastern Time or as soon thereafter as may be practicable.

      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 Raphael M.
        Russo of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3309.

      *****

                Very truly yours,

                VTV THERAPEUTICS INC.

                By:

              /s/ Rudy C. Howard

              Name: Rudy C. Howard

              Title: Chief Financial Officer

December 27, 2017
Rudy C. Howard
Chief Financial Officer
vTv Therapeutics, Inc.
4170 Mendenhall Oaks Parkway
High Point, North Carolina 27265
Re:vTv Therapeutics, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2016
Filed February 24, 2017
File No. 001-37524
Dear Mr. Howard:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this comment within 10 business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2016
Item 9A. Controls and Procedures
Management's Annual Report on Internal Control Over Financial Reporting, page 74
1.You disclose that you did not provide management's assessment of internal control over
financial reporting (ICFR) due to a transition period established by the Commission. As
Instruction 1 to Item 308 of Regulation S-K permits management to exclude its
assessment of ICFR only in its first annual report filing and this is your second Form 10-
K, please address the following:
•If you did not perform your ICFR assessment at December 31, 2016:
oTell us why you did not follow the guidance referred to above; and
oTell us how your disclosure controls and procedures (DCP) were effective at
December 31, 2016.

 FirstName LastNameRudy C. Howard
 Comapany NamevTv Therapeutics, Inc.
 June 16, 2017 Page 2
 FirstName LastName
Rudy C. Howard
vTv Therapeutics, Inc.
December 27, 2017
Page 2
•If you performed the assessment and mistakenly excluded it from your filing:
oAmend your filing to provide your assessment at December 31, 2016;
oTell us the impact of your failure to disclose your ICFR assessment on your
assessment of DCP at December 31, 2016 and revise your DCP assessment in
your amended filing accordingly; and
oRevise item 4 of your certifications filed as Exhibits 31.1 and 31.2 in its entirety
to conform to Item 601(b)(31) of Regulation S-K to address ICFR.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Mark Brunhofer at (202) 551-3638 or Bonnie Baynes at (202) 551-
4924 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance

CORRESP
1
filename1.htm

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

CORRESP
1
filename1.htm

Paul, Weiss, Rifkind, Wharton & Garrison
LLP

1285 Avenue of the Americas

New York, New York 10019-6064

July 6, 2015

Via EDGAR

Mr. Ronald E. Alper

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

vTv Therapeutics Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed July 1, 2015

File No. 333-204951

Ladies and Gentlemen:

As previously discussed with the
Staff of the Securities and Exchange Commission (the “Commission”), on behalf of our client, vTv
Therapeutics Inc., a Delaware corporation (the “Company”), we hereby submit in electronic form the
accompanying changed pages (“Changed Pages”) to the Registration Statement (the “Registration
Statement”) on Form S-1 of the Company marked to indicate proposed changes to Amendment No. 2 to the
Registration Statement filed with the Commission on July 1, 2015. The accompanying Changed Pages reflect proposed changes
that were discussed with the Staff of the Commission on July 2, 2015. We also hereby enclose the draft of our opinion as to
the legality of the shares of the Company’s Class A common stock being registered.

* * * *

If you have any questions concerning the accompanying
pages, please do not hesitate to contact either the undersigned at (212) 373-3052 or David E. Sobel at (212) 373-3226.

Sincerely,

/s/ Lawrence G. Wee

Lawrence G. Wee, Esq.

    cc:
    Stephen L. Holcombe

    vTv Therapeutics Inc.

    Marc D. Jaffe, Esq.

    Senet S. Bischoff, Esq.

    Latham & Watkins LLP

Draft
7/6/2015

Paul, Weiss, Rifkind, Wharton & Garrison
LLP

1285 Avenue of the Americas

New York, New York 10019-6064

212-373-3000

212-757-3990

July    , 2015

vTv Therapeutics Inc.

4170 Mendenhall Oaks Pkwy

High Point, NC 27265

Registration Statement on Form S-1

(Registration No. 333-204951)

Ladies and Gentlemen:

We have acted as special counsel to vTv Therapeutics
Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1, as amended
(the “Registration Statement”), of the Company, filed with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”). You have asked
us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. The Registration
Statement relates to the registration under the Act of up to                shares (the “Shares”) of the Company’s Class
A common stock, par value $0.01 per share (the “Common Stock”), that may be offered by the Company (including shares
issuable by the Company upon exercise of the underwriters’ over-allotment option).

In connection with the furnishing of this
opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents
(collectively, the “Documents”):

1.
the Registration Statement;

2.
the form of the Underwriting Agreement (the “Underwriting Agreement”), included as Exhibit 1.1 to the Registration
Statement;

3.
the form of the Amended and Restated Certificate of Incorporation of the Company, included as Exhibit 3.3 to the Registration
Statement; and

4.
the form of the Amended and Restated By-laws of the Company, included as Exhibit 3.4 to the Registration Statement.

In addition, we have examined (i) such corporate
records of the Company that we have considered appropriate, including a copy of the certificate of incorporation, as amended, and
by-laws, as amended, of the Company, certified by the Company as in effect on the date of this letter, and copies of resolutions
of the board of directors of the Company relating to the issuance of the Shares, certified by the Company, and (ii) such other
certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinions expressed below. We have
also relied upon the factual matters contained in the representations and warranties of the Company made in the Documents and upon
certificates of public officials and the officers of the Company.

In our examination of the documents referred
to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals
who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity
to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements
or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates,
records, agreements, instruments and documents that we have examined are accurate and complete.

Based upon the above, and subject to the stated
assumptions, exceptions and qualifications, we are of the opinion that the Shares have been duly authorized by all necessary corporate
action on the part of the Company and, when issued, delivered and paid for as contemplated in the Registration Statement
and in accordance with the terms of the Underwriting Agreement, the Shares will be validly issued, fully paid and non-assessable.

The opinion expressed above is limited to
the General Corporation Law of the State of Delaware.  Our opinion is rendered only with respect to the laws, and the
rules, regulations and orders under those laws, that are currently in effect.

We hereby consent to use of this opinion
as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” contained
in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we come within the
category of persons whose consent is required by the Act or the Rules.

    Very truly yours,

    PAUL, WEISS,
RIFKIND, WHARTON & GARRISON LLP

June 10, 2015

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

Re: vTv Therapeutics Inc.
Draft Registration Statement on Form S -1
Submitted May 14, 2015
  CIK No. 0001641489

Dear Mr. Holcombe:

We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do  not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended draft registra tion statement or filed registration statement, we may have additional
comments

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so o n your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

2. Please provide us with copies of any graphics, maps, photographs, and related captions or
other ar twork including logos that you intend to use in the prospectus.

Stephen L. Holcombe
vTv Therapeutics Inc.
June 10, 2015
Page 2

 Prospectus Summary, page 1

The Reorganization Transactions, page 4

3. Please discuss the reasons for the structuring of the reorganization transaction.

4. You use the terms economic right, economic interest and economic ownership.   Please
revise to describe what these terms mean.   For example, in describing the economic
ownership held by the Registrant and vTv Therapeutics Holdings LLC in vTv
Therapeutics LLC, please clarify what economic ow nership is and explain whether or not
both owners will share in the economics on a pro rata basis based upon their economic
ownership percentage.   If any material differences in rights exist, please disclose them as
well.

5. In the diagram of your corporate structure, you show operating subsidiaries below vTv
Therapeutics LLC.   Please revise to present each operating subsidiary separately and
describe the nature and form of their voting and economic ownership.   Please also revise
your disclosures to clarify h ow vTv Therapeutics LLC obtained each of these operating
subsidiaries and their relationship, if any, to the assets you state will be contributed to
vTv Therapeutics LLC by vTvx Holdings I and II.

Summary Historical and Pro Forma Financial Data, page 12

6. Please tell us the guidance you are relying upon in presenting pro forma net loss per share
information for the year ended December 31, 2013 or remove it from the filing.   If you
intend to present a pro forma net loss per share amount under the historical column for
the year ended December 31, 2014, please revise your disclosures to clarify why it is
being presented, how it was computed and how it differs from the amount shown in the
pro forma column.

7. Please revise to also include your reorganization pro f orma information.

Risk Factors, page 13

Risks Relating to Our Dependence on Third Parties, page 29

We do not have multiple sources of supply . . ., page 31

8. Please clarify whether you have any material agreements with your suppliers.  If so,
please file  them as exhibits.

Stephen L. Holcombe
vTv Therapeutics Inc.
June 10, 2015
Page 3

 Use of Proceeds, page 52

9. We note the disclosure regarding the intended use of proceeds.  Please provide the
approximate amount intended to be used for each such purpose, as required by Item 504
of Regulation S -K.

10. 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 application 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 are indicated.

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

11. You disclose your former subsidiary HPCTC, which provided clinical trial services, was
sold to a former officer and director on December 30, 2014.   Please revise your pro  forma
financial statements to give effect to the disposal of HPCTC in a separate column
preceding the reorganization adjustments column or explain to us why it is not
required.   Please refer to Rules 11 -01(a)(4) and 11 -01(b) of Regulation S -X.

12. Please rev ise Notes (b) on pages 60 and 62 to disclose how the amount of each pro forma
adjustment was determined.

13. Please present reorganization pro forma earnings (loss) per share amounts.   Please also
revise Note (c) on page 60 to disclose how the reorganization pro forma and pro forma
earnings (loss) per share amounts were computed and disclose any securities not included
in each computation for anti -dilutive reasons.   In addition, please disclose the number of
offering shares included in the denominator used for  computing pro forma earnings (loss)
per share and explain your basis for including them.   Please also disclose the number of
offering shares not included and explain why they were not.

Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet, pa ge 61

14. It does not appear you have given pro forma effect to all of the reorganization
transactions disclosed on page 4.   It appears after the reorganization transactions that
substantially all of vTvx Holdings I and II’s assets  will have been contributed to vTv
Therapeutics LLC.   In addition, it appears the Registrant will then hold a voting
managing member interest in vTv Therapeutics LLC with no economic interest.   Please
tell us your basis for presenting the members’ equity o f vTvx Holdings I in the
reorganization pro forma column, rather than the equity of the Registrant.   Please also
explain why no noncontrolling interest in vTv Therapeutics LLC has been
reflected.   Please also address the related impact this would have on t he reorganization
pro forma column presented in your pro forma statement of operations.

Stephen L. Holcombe
vTv Therapeutics Inc.
June 10, 2015
Page 4

15. Please tell us whether or not the Registrant would meet the requirements for
consolidating vTv Therapeutics LLC after the reorganization transactions but before the
offering adjustments and provide us with the analysis you performed in reaching this
conclusion, including your consideration of the applicability of the variable interest entity
model in ASC 810.   Please provide us with a similar consolidation analysis afte r the
offering adjustments.

16. Please disclose your proposed accounting for the acquisition of vTv Therapeutics LLC
Units with the offering proceeds and explain to us the basis for your accounting
treatment.

Management’s Discussion and Analysis of Financial  Condition and Results of Operations ,
page 65

Recently Issued Accounting Pronouncements Not Yet Adopted, page 75

17. You are in the process of assessing the impact of the adoption of ASU No. 2015 -02 on
your financial statements.   Please update your disclos ures to address the expected
impact.   Please also disclose here and elsewhere in the filing any characteristics of the
Registrant’s structure that could potentially impact your consolidation of vTv
Therapeutics LLC and/or other entities upon the adoption o f this ASU.

License Agreements, page 98

18. Please file the license agreement with Calithera as an exhibit.

19. Consider discussing the letter agreement with a former officer, as referenced in footnote
three to the financial statements and file the agreement as  an exhibit.

Management, page 109

20. Please disclose time period during which Mr. Kindler has served in each employment
listed.  In addition, please discuss the specific experience, qualifications, attributes or
skills that led to the conclusion that Mr. Ki ndler should serve as a director of the
company, as required by Item 401(e)(1) of Regulation S -K.

Executive Compensation, page 111

21. We note the statement that you did not pay compensation to any of your executive
officers.  Please clarify whether any comp ensation was paid to your executive officers by
your Predecessors.  If so, please provide the disclosure required by Item 402 of
Regulation S -K regarding that compensation.  In addition, please revise to provide a more

Stephen L. Holcombe
vTv Therapeutics Inc.
June 10, 2015
Page 5

 detailed discussion of the compensati on arrangements for officers after the completion of
this offering.

22. Please file the employment agreements once entered into and discuss the terms to the
extent known, if you have preliminary arrangements regarding these agreements.  In
addition, please ex plain the reference to your Chief Financial Officer.  We do not see
disclosure regarding this individual in the management section.

Certain Relationships and Related Party Transactions, page 113

23. Please provide all of the disclosure required by Item 404  of Regulation S -K.  We note the
balance sheet reflects a number of related party amounts and footnote 14 discusses
related party transactions that are not discussed in this section.

Recent Sales of Unregistered Securities, page II -2

24. Please provide the dis closure required by Item 701 of Regulation S -K, including your
predecessor’s  transactions.

Undertakings, page II -3

25. Please include the Item 512(a)(5)(ii) and Item 512(a)(6) undertakings.  Item 512(a)(5)(ii)
is required for any prospectus filed in reliance on Rule 430C, and Item 512(a)(6) is
required for any offering that involves an initial distribution of securities, pursuant to
Rule 159A.  For guidance, see Securities Act Rules Compliance and Disclosure
Interpretation, Question 229.01.

Financial Statemen ts

vTv Therapeutics, Inc

Notes to Balance Sheet

1. Organization, page F -4

26. Please disclose your fiscal year end.

Stephen L. Holcombe
vTv Therapeutics Inc.
June 10, 2015
Page 6

 TransTech Pharma, LLC and High Point Pharmaceuticals, LLC

Notes to Combined Consolidated Financial Statements

Recently Adopted Accounting Pronouncements, page F -16

27. HPCTC was sold to a former officer and director on December 30, 2014.   You disclose
that the disposal of HPCTC does not represent a strategic shift in operations and therefore
is not presented as discontinued operation s.  Considering your disclosure on page 70 that
revenues for 2013 and 2014 are primarily related to clinical trial services provided by
HPCTC and it appears that no revenue or continuing cash flows are expected to be
generated upon disposal of HPCTC, tell us the basis for your conclusion that (a) the
disposal of HPCTC, a major line of business generating significant revenue does not
represent a strategic shift in operations (b) disposal of HPCTC will not have a major
effect on your operations and financial results and (c) how your presentation is
appropriate.   Please explain to us in detail the factors you considered and how your
presentation and disclosures comply with ASU No. 2014 -08.  In this regard, please also
expand your discussions in MD&A to discuss whether you will continue to generate
revenue by providing clinical trial services and the impact of the disposal of HPCTC on
your operations and financial results.

You may con tact 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/ Brigitte Lippmann (for)

 John Reynolds
Assistant Director

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