| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| BAKER BROS. ADVISORS LP | Director | 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK | By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing | 05 Sep 2025 | 0001263508 |
| 667, L.P. | Director | 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK | Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing | 05 Sep 2025 | 0001551139 |
| Baker Brothers Life Sciences LP | Director | 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK | Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., /s/ Name: Scott L. Lessing, Title: President | 05 Sep 2025 | 0001363364 |
| BAKER FELIX | Director | 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK | /s/ Felix J. Baker | 05 Sep 2025 | 0001087940 |
| BAKER JULIAN | Director | 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK | /s/ Julian C. Baker | 05 Sep 2025 | 0001087939 |
| Baker Bros. Advisors (GP) LLC | Director | 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK | By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing | 05 Sep 2025 | 0001580575 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | VTVT | Common Stock | Award | +4.31K | +53.45% | 12.4K | 03 Sep 2025 | See Footnotes | F1, F2, F3, F4, F5 | ||
| transaction | VTVT | Common Stock | Award | +46.7K | +52.31% | 136K | 03 Sep 2025 | See Footnotes | F1, F2, F4, F5, F6 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | VTVT | Prefunded Warrants | Award | +217K | +85.17% | 472K | 03 Sep 2025 | Common Stock | 217K | $0.01 | See Footnotes | F1, F2, F3, F4, F5, F7, F8 | ||
| transaction | VTVT | Prefunded Warrants | Award | +2.35M | +83.38% | 5.18M | 03 Sep 2025 | Common Stock | 2.35M | $0.01 | See Footnotes | F1, F2, F4, F5, F6, F7, F8 | ||
| transaction | VTVT | Common Warrant | Award | +221K | 221K | 03 Sep 2025 | Common Stock or Prefunded Warrant | 221K | See Footnotes | F1, F2, F3, F4, F5, F7, F8, F9 | ||||
| transaction | VTVT | Common Warrant | Award | +2.4M | 2.4M | 03 Sep 2025 | Common Stock or Prefunded Warrant | 2.4M | See Footnotes | F1, F2, F4, F5, F6, F7, F8, F9 |
| Id | Content |
|---|---|
| F1 | Pursuant to a securities purchase agreement (the "SPA") entered into between vTv Therapeutics Inc. (the "Issuer") and 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences" and together with 667, the "Funds") and other institutional investors, the Issuer agreed to issue and sell and 667 and Life Sciences agreed to acquire in a private placement ("Private Placement") that closed on September 3, 2025 221,452 and 2,400,605 units (the "Units"), respectively, each Unit comprised of (i) (A) one share of the Issuer's Class A Common Stock ("Common Stock") or (B) a prefunded warrant to purchase Common Stock at an exercise price of $0.01 per share with no expiration date ("Prefunded Warrants") and (ii) a warrant (the "Common Warrants") to purchase, at the holder's election, either one share of Common Stock or a Prefunded Warrant. |
| F2 | The Units were sold at a per-Unit price of (x) $15.265, in the case of Units including a share of Common Stock, and (y) $15.255, in the case of Units including a Prefunded Warrant. |
| F3 | After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Common Stock reported in column 5 of Table I or securities reported in column 9 of Table II directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. |
| F4 | Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. |
| F5 | Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| F6 | After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Common Stock reported in column 5 of Table I or securities reported in column 9 of Table II directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. |
| F7 | The Prefunded Warrants and Common Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that immediately prior to or after giving effect to such exercise the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended, no more than 4.99% of the outstanding shares of Common Stock (the "Maximum Percentage"). |
| F8 | By written notice to the Issuer, 667 and Life Sciences may increase or decrease the Maximum Percentage applicable to that fund to any other percentage not in excess of 19.99%; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. |
| F9 | The Common Warrants are exercisable for (x) $22.71, if exercised for a shares of Common Stock, or (y) $22.70, if exercised for a Prefunded Warrant, in either case, at any time after their original issuance, and will expire upon the earlier to occur of (i) September 3, 2030 and (ii) 90 days following the announcement of positive top-line data from the Issuer's ongoing CATT1 clinical trial. |
Dr. Raymond Cheong, a full-time employee of Baker Bros. Advisors LP is a director of vTv Therapeutics Inc. (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.