vtvt-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 10-Q

_____________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-37524

_____________________________

vTv Therapeutics Inc.

(Exact name of registrant as specified in its charter)

_____________________________


Delaware			47-3916571
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

3980 Premier Dr, Suite 310 High Point, NC			27265
(Address of principal executive offices)			(Zip Code)

(336) 841-0300

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

_____________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.01 per share	VTVT	NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x


Class of Stock						Shares Outstanding as of May 15, 2025
Class A common stock, par value $0.01 per share						2,617,215
Class B common stock, par value $0.01 per share						577,349


		PAGE NUMBER

PART I – FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Balance Sheets as of March 31 , 202 5 (Unaudited) and December 31, 2024	4

	Unaudited Condensed Consolidated Statements of Operations for the three months ended March 3 1 , 202 5 and 2024	5

	Unaudited Condensed Consolidated Statement of Changes in Redeemable Noncontrolling Interest and Stockholders’ Equity (Deficit) for the three months ended March 3 1 , 202 5 and 2024	6

	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 3 1 , 202 5 and 2024	7

	Notes to Unaudited Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28

Item 4.	Controls and Procedures	29

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	29

Item 1A.	Risk Factors	30

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 3.	Defaults Upon Senior Securities	31

Item 4.	Mine Safety Disclosures	31

Item 5.	Other Information	31

Item 6.	Exhibits	31

	Signatures	32


	March 31, 2025		December 31, 2024
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	31,059	$	36,746


Prepaid expenses	742		1,192
Other current assets	115		175
Total current assets	31,916		38,113
Property and equipment, net	19		28
Operating lease right-of-use assets	92		125

Total assets	$	32,027	$	38,266
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	4,191	$	5,027
Current portion of operating lease liabilities	125		169


Total current liabilities	4,316		5,196
Contract liabilities, net of current portion	18,669		18,669

Warrant liability, related party	85		57
Warrant liability	60		43
Total liabilities	23,130		23,965
Commitments and contingencies

Stockholders’ equity:
Class A common stock, $0.01 par value; 200,000,000 shares authorized, 2,612,257 outstanding as of March 31, 2025 and December 31, 2024	26		26
Class B common stock, $0.01 par value; 100,000,000 shares authorized, and 577,349 outstanding as of March 31, 2025 and December 31, 2024	6		6

Additional paid-in capital	312,698		311,885
Accumulated deficit	(304,810)		(299,718)
Total stockholders’ equity attributable to vTv Therapeutics Inc.	7,920		12,199
Noncontrolling interest	977		2,102
Total stockholders’ equity	8,897		14,301
Total liabilities and stockholders’ equity	$	32,027	$	38,266


	Three Months Ended March 31,
	2025		2024
Revenue	$	—	$	1,000
Operating expenses:
Research and development	2,830		2,649
General and administrative	3,673		3,978
Total operating expenses	6,503		6,627
Operating loss	(6,503)		(5,627)
Other expense, net	(17)		—
Other expense – related party	(28)		(371)
Interest income	331		79

Loss before income taxes and noncontrolling interest	(6,217)		(5,919)
Income tax provision	—		100
Net loss before noncontrolling interest	(6,217)		(6,019)
Less: net loss attributable to noncontrolling interest	(1,125)		(1,154)
Net loss attributable to vTv Therapeutics Inc.	$	(5,092)	$	(4,865)
Net loss attributable to vTv Therapeutics Inc. common shareholders	(5,092)		(4,865)
Net loss per share of vTv Therapeutics Inc. Class A common stock, basic and diluted	$	(0.77)	$	(1.17)
Weighted average number of vTv Therapeutics Inc. Class A common stock, basic and diluted	6,582,844		4,141,492


For the three months ended March 31, 2025
	Class A Common Stock			Class B Common Stock
	Shares	Amount		Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Total vTv Therapeutics Inc Stockholders’ Equity		Noncontrolling Interest		Total Stockholders' Equity
Balances at December 31, 2024	2,612,257	$	26	577,349	$	6	$	311,885	$	(299,718)	$	12,199	$	2,102	$	14,301
Net loss attributable to vTv Therapeutics Inc.	—	—		—	—		—		(5,092)		(5,092)		—		(5,092)



Share-based compensation	—	—		—	—		813		—		813		—		813


Net loss attributable to noncontrolling interest	—	—		—	—		—		—		—		(1,125)		(1,125)
Balances at March 31, 2025	2,612,257	$	26	577,349	$	6	$	312,698	$	(304,810)	$	7,920	$	977	$	8,897


	Three Months Ended March 31,
	2025		2024
Cash flows from operating activities:
Net loss before noncontrolling interest	$	(6,217)	$	(6,019)
Adjustments to reconcile net loss before noncontrolling interest to net cash used in operating activities:
Depreciation expense	9		22


Share-based compensation expense	813		220


Change in fair value of warrants, related party	28		371
Change in fair value of warrants	17		—
Changes in assets and liabilities:

Prepaid expenses	450		406
Other current assets	60		(812)
Other assets	33		28
Accounts payable and accrued expenses	(836)		(1,511)

Other liabilities	(44)		(40)
Net cash used in operating activities	(5,687)		(7,335)



Cash flows from financing activities:
Proceeds from sale of Class A common stock and pre-funded warrants, net of offering costs	—		50,335




Repayment of notes payable	—		(191)
Net cash provided by financing activities	—		50,144
Net (decrease) increase in cash and cash equivalents	(5,687)		42,809
Total cash and cash equivalents, beginning of period	36,746		9,446
Total cash and cash equivalents, end of period	$	31,059	$	52,255

Non-cash activities:
Change in redemption value of noncontrolling interest	$	—	$	(214)
Reclassification of noncontrolling interest to additional paid-in capital	$	—	5,260


	Number of Shares	Weighted Average Exercise Price
Awards outstanding at December 31, 2024	705,593	$	35.85
Granted	320,816	19.66
Forfeited	(44,565)	13.23
Awards outstanding at March 31, 2025	981,844	$	31.58
Options exercisable at March 31, 2025	330,252	$	59.16
Weighted average remaining contractual term	7.0 Years
Options vested and expected to vest at March 31, 2025	790,190	$	34.91
Weighted average remaining contractual term	8.3 Years


2025 (remaining nine months)	$	129
2026	—
2027	—
2028	—
2029	—
Thereafter	—
Total lease payments	129
Less: imputed interest	(4)
Present value of lease liabilities	$	125


	For the Three Months Ended March 31,
	2025		2024
Net loss attributable to vTv Therapeutics Inc. common shareholders	$	(5,092)	$	(4,865)
Increase in vTv Therapeutics Inc. stockholders' equity for sale of vTv Units as a result of common stock issuances	—		9,564
Change from net loss (income) attributable to vTv Therapeutics Inc. common shareholders and transfers to noncontrolling interest	$	(5,092)	$	4,699


*			Includes HPP737 and azeliragon
†			Includes share-based compensation


			(1)			The shares underlying the pre-funded warrants to purchase shares of the Company’s common stock have been included in the calculation of the weighted-average number of shares outstanding, basic and diluted, for the three months ended March 31, 2025 and 2024.


(1)			Fair value determined using the Black-Scholes option pricing model. Expected volatility is based on the historical volatility of the Company’s common stock over the most recent period. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of valuation.


(1)			CinRx is no longer deemed to be a related party. As a result, the CinRx Warrants are no longer included.


	March 31, 2025		December 31, 2024
	Range	Weighted Average	Range	Weighted Average
Expected volatility	96.90% - 118.99%	115.58%	88.01% - 116.31%	105.97%
Risk-free interest rate	3.93% - 4.31%	3.96%	4.17% - 4.25%	4.23%


Expected volatility	103.7	%
Expected life of options in years	2.25
Risk-free interest rate	3.9	%
Expected dividend yield	—	%


	March 31, 2025	March 31, 2024
Class B common stock (1)	577,349	577,349
Common stock options granted under the Plan	981,844	248,622
Common stock warrants	70,639	75,595
Total	1,629,832	901,566


			(1)			Shares of Class B common stock do not share in the Company’s earnings and are not participating securities. Accordingly, separate presentation of loss per share of Class B common stock under the two-class method has not been provided. Each share of Class B common stock (together with a corresponding vTv Unit) is exchangeable for one share of Class A common stock.


	Balance at March 31, 2025		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)




Liabilities:
Warrant liability, related party (1)	$	85	$	—	$	—	$	85
Warrant liability(1)	60		—		—		60
Total	$	145	$	—	$	—	$	145


	Balance at December 31, 2024		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)




Liabilities:
Warrant liability, related party (1)	$	57	$	—	$	—	$	57
Warrant liability(1)	43		—		—		43
Total	$	100	$	—	$	—	$	100


	Changes in Level 3 instruments for the three months ended March 31, 2025 and 2024
	Balance at January 1,		Net Change in fair value included in earnings		Purchases / Issuance		Sales / Repurchases		Reclass		Balance at March 31,
2025
Warrant liability, related party (1)	$	57	$	28	$	—	$	—	$	—	$	85
Warrant liability(1)	$	43	$	17	$	—	$	—	$	—	$	60
Total	$	100	$	45	$	—	$	—	$	—	$	145

2024
Warrant liability, related party(1)	$	110	$	371	$	—	$	—	$	—	$	481
Total	$	110	$	371	$	—	$	—	$	—	$	481


(dollars in thousands)	Three Months Ended March 31,
Statement of operations data:	2025		2024		Change
Revenue	$	—	$	1,000	$	(1,000)
Operating expenses:
Research and development	2,830		2,649		181
General and administrative	3,673		3,978		(305)
Total operating expenses	6,503		6,627		(124)
Operating loss	(6,503)		(5,627)		(876)
Interest income	331		79		252

Other expense, net	(45)		(371)		326
Loss before income taxes and noncontrolling interest	(6,217)		(5,919)		(298)
Income tax provision	—		100		(100)
Net loss before noncontrolling interest	(6,217)		(6,019)		(198)
Less: net loss attributable to noncontrolling interest	(1,125)		(1,154)		29
Net loss attributable to vTv Therapeutics Inc.	$	(5,092)	$	(4,865)	$	(227)


Exhibit Number						Description

31.1*						Certification of President and Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*						Certification of Chief Accounting Officer required by Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*						Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*						Certification of Chief Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS						Inline XBRL Instance Document

101.SCH						Inline XBRL Taxonomy Extension Schema

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF						Inline XBRL Taxonomy Extension Definition Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase

104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


						VTV THERAPEUTICS INC.
						(Registrant)

			By:			/s/ Paul J. Sekhri
						Paul J. Sekhri
						President, Chief Executive Officer and Executive Chairperson

			By:			/s/ Barry Brown
						Barry Brown
						Interim Principal Financial Officer and Chief Accounting Officer

SEC Form 10-Q filed by vTv Therapeutics Inc.