What changed in this filing

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Item 9A. Controls and Procedures

2024-03-13 compared with 2023-03-06 · 282 added, 362 removed, 856 unchanged (43% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934) as of December 31, 2022.

Under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934) as of December 31, 2023.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2023, our disclosure controls and procedures were effective in causing material information relating to us (including our consolidated subsidiaries) to be recorded, processed, summarized and reported by management on a timely basis and to ensure the quality and timeliness of our public disclosures with SEC disclosure obligations.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent all errors and all fraud.

A control system, no matter how well conceived and

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operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

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Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external reporting purposes in accordance with generally accepted accounting principles.

Our internal control over financial reporting includes those written policies and procedures that:

• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in accordance with generally accepted accounting principles;

• provide reasonable assurance that receipts and expenditures are being made only in accordance with management and director authorization;

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Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023.

Management based this assessment on criteria described in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Management based this assessment on criteria described in Internal Control - Integrated Framework (2013) issued by the

Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, management determined that as of December 31, 2023, we maintained effective internal control over financial reporting.

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OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISTDICTIONS THAT PREVENT INSPECTIONS

Rule 10b5-1 Trading Plans

During the fourth fiscal quarter ended December 31, 2023, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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The information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023.

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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(a)(3) List of Exhibits

3.1 Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Company’s Form 8-K, filed August 4, 2015 (File No.

3.1 Amended and Restated Certificate of Incorporation dated August 4, 2015 (incorporated by reference from Exhibit 3.1 to the Company’s Form 8-K, filed August 4, 2015 (File No.

3.2 Certificate of Amendment to Certificate of Incorporation of vTv Therapeutics Inc.

(incorporated by reference from Exhibit 3.1 to the Company’s Form 8-K, filed May 5, 2021 (File No.

dated May 4, 2021 (incorporated by reference from Exhibit 3.1 to the Company’s Form 8-K, filed May 5, 2021 (File No.

Certificate of Amendment of Certificate of Incorporation dated as of November 20, 2023.

3.4 Second Amended and Restated By-laws (incorporated by reference from Exhibit 3.1 to the Company’s Form 8-K, filed March 3, 2022 (File No.

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4.2 Common Stock Purchase Warrant (incorporated by reference from Exhibit 4.2 to the Company’s Form 10-K, filed February 27, 2018 (File No.

Amendment to C ommon Stock Purchase Wa r rant d ated as December 5, 2018

C ommon Stock Purchase Warrant dated as of December 11, 2018

4.5 Warrant to Purchase Common Stock (incorporated by reference from Exhibit 4.1 to the Company’s Form 8-K, filed July 25, 2022 (File No.

4.4 Description of Capital Stock.

10.1 Reimbursement of Fees and Expenses Letter Agreement, dated July 16, 2015, by and between vTv Therapeutics Inc.

and MacAndrews & Forbes Group, LLC (incorporated by reference from Exhibit 10.6 to Amendment No.

5 to the Company’s Registration Statement on Form S-1, filed July 23, 2015 (File No.

4.6 Form of Pre-Funded Warrant ( inco r porated by reference from Exhibit 4.1 to the Compa ny's 8-K, filed F ebruary 28, 2024 (File No.

001-37524 )).

Description of Capital Stock.

10.1 Reorganization Agreement, dated as of July 29, 2015, among vTv Therapeutics Inc., vTv Therapeutics LLC, vTvx Holdings I LLC, vTvx Holdings II LLC and vTv Therapeutics Holdings LLC (incorporated by reference from Exhibit 10.1 to the Company’s Form 8-K, filed August 4, 2015 (File No.

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and vTv Therapeutics Holdings LLC (incorporated by reference from Exhibit 10.4 to the Company’s Form 8-K, filed August 4, 2015 (File No.

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10.5 Tax Receivable Agreement, dated as of July 29, 2015, among vTv Therapeutics Inc.

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and vTv Therapeutics LLC (incorporated by reference from Exhibit 10.1 to the Company’s Form 10-Q, filed August 3, 2018 (File No.

10.20 Controlled Equity OfferingSM Sales Agreement, dated as of April 24, 2020, by and between vTv Therapeutics Inc.

10.13 Controlled Equity Offering SM Sales Agreement, dated as of April 24, 2020, by and between vTv Therapeutics Inc.

and Cantor Fitzgerald & Co.

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333-240304)).

10.22 Purchase Agreement, dated November 24, 2020, by and between vTv Therapeutics Inc.

and Lincoln Park Capital Fund, LLC (incorporated by reference from Exhibit 10.1 to the Company’s Form 8-K, filed on November 24, 2020 (File No.

10.23 Registration Rights Agreement, dated November 24, 2020, by and between vTv Therapeutics Inc.

and Lincoln Park Capital Fund, LLC (incorporated by reference from Exhibit 10.2 to the Company’s Form 8-K, filed on November 24, 2020 (File No.

10.15†† License Agreement, dated December 11, 2020, by and between Anteris Bio, Inc.

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And vTv Therapeutics LLC.

10.26† Employment Agreement, dated as of October 19, 2021, by and between Deepa Prasad and vTv Therapeutics LLC (incorporated by reference from Exhibit 10.2 to the Company’s Form 8-K, filed October 20, 2021 (File No.

10.27† Inducement Award Agreement dated as of October 19, 2021, by and between vTv Therapeutics Inc.

and Deepa Prasad (incorporated by reference from Exhibit 10.3 to the Company’s Form 8-K, filed October 20, 2021 (File No.

10.28† Separation Agreement and General Release, dated as of March 4, 2022, by and between vTv Therapeutics LLC and Deepa Prasad (incorporated by reference from Exhibit 10.1 to the Company’s Form 10-Q, filed May 12, 2022 (File No.

Employment Agreement, dated as of March 1, 2022, by and between vTv Therapeutics LLC and Richard S.

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(incorporated by reference from Exhibit 1.1 to the Company’s Form 8-K, filed June 1, 2022 (File No.

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10.19 Common Stock and Warrant Purchase Agreement, dated as of July 22, 2022, by and among vTv Therapeutics Inc., CinPax, LLC and CinRx Pharma, LLC (incorporated by reference from Exhibit 10.1 to the Company’s Form 8-K, filed July 25, 2022 (File No.

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10.23 Collaboration and License Agreement, dated as of May 31, 2022, by and between vTv Therapeutics, LLC and Cogna Technology Solutions LLC (incorporated by reference from Exhibit 10.1 to the Company’s Form 10-Q, filed on August 15, 2022 (File No.

10.36* Deed of Novation, dated as of December 21, 2022, by and between vTv Therapeutics LLC, G42 Healthcare Technology Projects LLC and G42 Healthcare Technology Solutions LLC (f/k/a Cogna Technology Solutions LLC)

10.37* Deed of Variation, dated as of February 28, 2023, by and between vTv Therapeutics Inc., G42 Investments AI Holding RSC Ltd., and Group 42 Holding Limited.

10.24 Deed of Novation, dated as of December 21, 2022, by and between vTv Therapeutics LLC, G42 Healthcare Technology Projects LLC and G42 Healthcare Technology Solutions LLC (f/k/a Cogna Technology Solutions LLC) (incorporated by reference from Exhibit 10.36 (File No.

10.25 Deed of Variation, dated as of February 28, 2023, by and between vTv Therapeutics Inc., G42 Investments AI Holding RSC Ltd., and Group 42 Holding Limited (incorporated by reference from Exhibit 10.37 (File No.

Reneo Pharmaceuticals , Inc.

Common Stock Repurchase Agreement dated as of Octo ber 30, 2023.

10.27 Securities Purchase Agreement, dated February 27, 2024, by and among vTv Therapeutics Inc.

and the investors party thereto (incorporated by reference from Exhibit 10 .1 to the Company's 8-K, filed February 28, 2024 (File No.

10.28 Registration Rights Agreement, dated February 27, 2024, by and among vTv Therapeutics Inc.

and the investors party thereto (incorporated by reference from Exhibit 10.

2 to the Company's 8-K, filed February 28, 2024 (File No.

10.29 Amendment to Common Stock and Warrant Purchase Agreement, dated February 27, 2024, by and between vTv Therapeutics Inc.

and G42 Investments AI Holdings RSC Ltd (incorporated by reference from Exhibit 10.

3 to the Company's 8-K, filed February 28, 2024 (File No.

10.30 Amendment to Common Stock Purchase Agreement, dated February 27, 2024, by and among vTv Therapeutics Inc., CinPax, LLC and CinRx Pharma, LLC (incorporated by reference from Exhibit 10.

4 to the Company's 8-K, filed February 28, 2024 (File No.

10.31 Amendment to Investor Rights Agreement, dated February 27, 2024, by and between vTv Therapeutics Inc.

and M&F TTP Holdings Two LLC (as successor in interest to vTv Therapeutics Holdings LLC) (incorporated by reference from Exhibit 10.

5 to the Company's 8-K, filed February 28, 2024 (File No.

21.1* Subsidiaries of vTv Therapeutics Inc.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1 Clawback Policy dated as of October 2 , 2023

101* The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language):

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FORM 10-K SUMMARY

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Jonathan Isaacsohn Executive Chairperson March 6, 2023

Jonathan Isaacsohn

Sekhri President and Chief Executive Officer March 6, 2023

Sekhri President, Chief Executive Officer and Executive Chairperson

March 13, 2024

Sekhri (Principal Executive Officer)

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Fry Director March 13, 2024

/s/ Hersh Kozlov Director March 6, 2023

/s/ Keith Harris Director March 13, 2024

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Weiner Director March 13, 2024

/s/ Chandresh Harjivan Director March 6, 2023

Chandresh Harjivan

/s/ Richard Nelson Director and Executive Vice President, Corporate Development March 13, 2024

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Fahed Al Marzooqi

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/s/ Raymond Cheong

Director March 13, 2024

Raymond Cheong

/s/ Srinivas Akkaraju

Director March 13, 2024

Srinivas Akkaraju

INDEX TO FINANCIAL STATEMENTS

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and its consolidated subsidiaries.

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Report of Independent Registered Public Accounting Firm

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(the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, changes in redeemable noncontrolling interest and stockholders’ deficit and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S.

generally accepted accounting principles.

The Company's Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements, the Company has not generated any product revenue, has not achieved profitable operations, has insufficient liquidity to sustain operations and has stated that substantial doubt exists about the Company’s ability to continue as a going concern.

Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

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Accrued Development Costs

Description of the Matter As discussed in Notes 2 and 8 to the consolidated financial statements, the Company has recorded $3.6 million of accrued expenses at December 31, 2022, which includes costs for clinical trial and contract manufacturing activities (together, clinical related activities) based upon estimates of expenses incurred through the balance sheet date that have yet to be invoiced by the contract research organizations (CROs), clinical study sites, contract manufacturing organizations, or other vendors (together, clinical vendors).

Description of the

As discussed in Notes 2 and 8 to the consolidated financial statements, the Company has recorded $4.4 million of accrued development costs at December 31, 2023, which includes costs for clinical trial and contract manufacturing activities (together, clinical related activities) based upon estimates of expenses incurred through the balance sheet date that have yet to be invoiced by the contract research organizations, clinical study sites, contract manufacturing organizations, or other vendors (together, clinical vendors).

This accrual process involves identifying services that have been performed and estimating the level of service performed and the associated cost when the Company has not yet been invoiced or otherwise notified of actual cost incurred.

Auditing the Company’s accruals for clinical vendor costs associated with in-process clinical related activities is judgmental because the timing and pattern of vendor invoicing may not correspond to the level of services provided and the estimate can incorporate significant assumptions such as expected patient enrollment, site activation, and estimated project duration.

How We Addressed the Matter in Our Audit To evaluate the clinical vendors accrued costs, our audit procedures included, among others, reading the Company’s contracts with clinical vendors (including pending change orders), testing the completeness and accuracy of the underlying data used in the estimate of the level of service provided including evaluating the applicable significant assumptions as discussed above for the in process contracts with clinical vendors.

To assess the significant assumptions, we corroborated the progress of clinical related activities through inquiry with the Company’s operations personnel that oversee the clinical trials contract manufacturing activities and with information obtained directly from third party clinical vendors, as well as tested invoices received from clinical vendors subsequent to the balance sheet date.

Auditing the Company’s accrued development costs is judgmental because the timing and pattern of vendor invoicing may not correspond to the level of services provided and the estimate can incorporate significant assumptions such as expected patient enrollment, site activation, and estimated project duration.

How We Addressed

the Matter in Our

To evaluate the accrued development costs, our audit procedures included, among others, reading the Company’s contracts with clinical vendors (including pending change orders), testing the completeness and accuracy of the underlying data used in the estimate of the level of service provided, including evaluating the applicable significant assumptions as discussed above for the in-process contracts with clinical vendors.

To assess the significant assumptions, we corroborated the progress of clinical related activities through inquiry with the Company’s operations personnel that oversee the clinical trials and contract manufacturing activities and with information obtained from third party clinical vendor invoices, as well as tested invoices received from clinical vendors subsequent to the balance sheet date.

/s/ Ernst & Young LLP

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March 13, 2024

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vTv Therapeutics Inc.

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Class A common stock, $ 0.01 par value;

200,000,000 shares authorized and 81,483,600 outstanding as of December 31, 2022 and 200,000,000 authorized and 66,942,777 shares outstanding as of December 31, 2021

200,000,000 shares authorized and 2,084,973 outstanding as of December 31, 2023 and 2022 (*)

Class B common stock, $ 0.01 par value;

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Total liabilities, redeemable noncontrolling interest and stockholders’ deficit $ 11,018 $ 33,238

(*) Adjusted retroactively for reverse stock split, see Note 1

The accompanying notes are an integral part of the consolidated financial statements.

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vTv Therapeutics Inc.

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Other (expense) income ( 1,497 ) ( 3,616 ) 2,448

Other income (expense) – related party 946 1,609 ( 270 )

Other income – related party 574 946 1,609

Interest income 472 352 1

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Class A common stock, basic and diluted (*) 2,084,973 1,919,788 1,566,204

(*) Adjusted retroactively for reverse stock split, see Note 1

The accompanying notes are an integral part of the consolidated financial statements.

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vTv Therapeutics Inc.

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Issuance of Class A common stock under ATM offering — 223,221 2 — — 17,668 — 17,670

Issuance of Class A Common Stock to a related party under the Letter Agreements — 6,250,000 63 — — 9,937 — 10,000

Issuance of Class A Common Stock under LPC Agreement — 1,389,580 14 — — 1,916 — 1,930

Vesting of restricted stock units — 11,667 — — — — — —

Change in redemption value of noncontrolling interest 48,015 — — — — — ( 48,015 ) ( 48,015 )

Balances at December 31, 2020 83,895 54,050,710 541 23,094,221 232 209,161 ( 290,036 ) ( 80,102 )

Net loss ( 4,744 ) — — — — — ( 12,987 ) ( 12,987 )

Share-based compensation — — — — — 2,356 — 2,356

Issuance of Class A Common Stock under ATM offering — 8,929,147 89 — — 17,581 — 17,670

Exchange of Class B common stock for Class A common stock — 9 — ( 9 ) — — — —

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Balances at December 31, 2022 16,579 2,084,973 21 577,349 6 254,757 ( 265,524 ) ( 10,740 )

Net loss ( 5,716 ) — — — — — ( 20,250 ) ( 20,250 )

Share-based compensation — — — — — 1,578 — 1,578

Change in redemption value of noncontrolling interest ( 4,732 ) — — — — — 4,732 4,732

Balances at December 31, 2023 $ 6,131 2,084,973 $ 21 577,349 $ 6 $ 256,335 $ ( 281,042 ) $ ( 24,680 )

(*) Adjusted retroactively for reverse stock split, see Note 1

The accompanying notes are an integral part of the consolidated financial statements.

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vTv Therapeutics Inc.

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Depreciation expense 90 92 89

Loss from G42 Promissory Note early redemption 313 — —

Non-cash interest income ( 100 ) ( 352 ) —

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Change in fair value of investments — 3,585 ( 2,448 )

Realized gain on sale of investment in Reneo Pharmaceuticals, Inc.

( 3,061 ) — —

Impairment of investments in Anteris Bio, Inc.

Change in fair value of warrants, related party ( 574 ) ( 946 ) ( 1,609 )

Amortization of debt discount — — 380

Changes in assets and liabilities:

Accounts receivable 71 ( 116 ) 101

Prepaid expenses and other assets ( 403 ) ( 839 ) ( 254 )

Long-term deposits — — 444

Prepaid expenses and other current assets 1,443 ( 403 ) ( 839 )

Other assets 105 — —

Accounts payable and accrued expenses 2,929 ( 856 ) 1,828

Accreted interest on debt — — ( 1,512 )

Contract liabilities — 6,760 ( 1,005 )

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Cash flows from investing activities:

Proceed from sale of investments in Reneo Pharmaceuticals, Inc.

Purchases of property and equipment — ( 21 ) —

Net cash used in investing activities ( 21 ) — —

Net cash provided by (used in) investing activities 4,404 ( 21 ) —

Cash flows from financing activities:

Proceeds from issuance of Class A Common Stock to a related party under the Letter Agreements — — 10,000

Proceeds from sale of Class A common stock to collaboration partner, net of offering costs 12,030 5,040 —

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Net (decrease) increase in cash, cash equivalents ( 2,680 ) ( 1,289 ) 7,668

Total cash, cash equivalents beginning of year 13,415 5,747 4,277

Total cash, cash equivalents, end of year $ 12,126 $ 13,415 $ 5,747

Total cash and cash equivalents, beginning of year 12,126 13,415 5,747

Total cash and cash equivalents, end of year $ 9,446 $ 12,126 $ 13,415

Supplemental cash flow information:

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The accompanying notes are an integral part of the consolidated financial statements.

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vTv Therapeutics Inc.

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(the “Company,” the “Registrant,” “we” or “us”) was incorporated in the state of Delaware in April 2015.

The Company is a clinical stage pharmaceutical company focused on treating metabolic diseases to minimize their long-term complications through end-organ protection.

The Company is a clinical stage pharmaceutical company focused on treating metabolic and inflammatory diseases to minimize their long-term complications and improve the lives of patients.

Principles of Consolidation

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has therefore consolidated vTv LLC’s results pursuant to Accounting Standards Codification Topic 810, “Consolidation” in its Consolidated Financial Statements.

The assets and liabilities of vTv LLC represent substantially all of the Company's consolidated assets and liabilities with the exception of the Warrants.

Various holders own non-voting interests in vTv LLC, representing a 21.7 % economic interest in vTv LLC, effectively restricting vTv Therapeutics Inc.’s interest to 78.3 % of vTv LLC’s economic results, subject to increase in the future, should vTv Therapeutics Inc.

purchase additional non-voting common units (“vTv Units”) of vTv LLC, or should the holders of vTv Units decide to exchange such units (together with shares of the Company’s Class B common stock, par value $ 0.01 (“Class B common stock”)) for shares of Class A common stock (or cash) pursuant to the Exchange Agreement (as defined in Note 14).

vTv Therapeutics Inc.

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entered into the letter agreements with MacAndrews and Forbes Group LLC (“M&F Group”), a related party and an affiliate of MacAndrews & Forbes Incorporated (together with its affiliates “MacAndrews”) in December 2017, July 2018, December 2018, March 2019, September 2019, and December 2019 (each a “Letter Agreement” and collectively, the “Letter Agreements”).

In addition, vTv Therapeutics Inc.

also entered into the Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co.

(“Cantor Fitzgerald”) (the “ATM Offering”), the purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”) (the “LPC Purchase Agreement”), the common stock purchase agreement with G42 Investments AI Holding RSC Ltd (“G42 Investments”) (the “G42 Purchase Agreement”) and the common stock and warrant purchase agreement with CinPax, LLC and CinRx, LLC, respectively (the “CinRx Purchase Agreement”).

vTv Therapeutics Inc.

also entered into a common stock purchase agreement with G42 Investments AI Holding RSC Ltd (“G42 Investments”) (the “G42 Purchase Agreement”) and the common stock and warrant purchase agreement with CinPax, LLC and CinRx, LLC, respectively (the “CinRx Purchase Agreement”).

In addition vTv Therapeutics Inc also entered into a sales agreement with Cowen and Company, LLC (“TD Cowen”) (“TD Cowen Sales Agreement”).

vTv Therapeutics Inc.

will not be required to provide financial or other support for vTv LLC.

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recognizing a loss.

Going Concern and Liquidity

Reverse Stock Split

On November 14, 2023, the Board of Directors of the Company approved a reverse stock split at a ratio of 1-for-40, such that every 40 shares of the Company’s Class A common stock, par value $ 0.01 per share (the “Class A common stock”), would be combined into one issued and outstanding share of Class A common stock, and every 40 shares of the Company’s Class B common stock, par value $ 0.01 per share (the “Class B common stock”), would be combined into one issued and outstanding share of Class B Common Stock (together, the “Reverse Stock Split”).

On November 20, 2023, the Company filed a Certificate of Amendment to the Company’s amended and restated certificate of incorporation, as amended, with the Secretary of State of the State of Delaware, which effected a reverse stock split of our Class A common stock and Class B common stock at a ratio of 1-for-40.

No fractional shares were issued in connection with the Reverse Stock Split.

Any fractional shares of Class A common stock and Class B common stock to which a stockholder was entitled resulting from the Reverse Stock Split were rounded up to the nearest whole share.

Class A common stock began trading on a reverse split-adjusted basis on the Nasdaq on November 21, 2023.

The Company’s Class A common stock will continue trading under the symbol “VTVT,” and the new CUSIP number for the Class A common stock following the Reverse Stock Split is 91835204 .

The Reverse Stock Split did not reduce the number of authorized shares of Class A and Class B common stock, which remains at 200,000,000 and 100,000,000 , respectively and did not change the par value of the common stock, which remains at $ 0.01 per share.

The Company retroactively adjusted its consolidated financial statements to reflect the Reverse Stock Split.

All issued and outstanding common stock and per share amounts contained in the consolidated financial statements have been retroactively adjusted to reflect this Reverse Stock Split for all periods presented.

In addition, a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise and/or vesting of all warrants to purchase shares of common stock.

A proportionate adjustment was also made to the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans to reflect the Reverse Stock Split.

The common stock and additional paid-in-capital line items contained in the consolidated financial statements were adjusted to account for the Reverse Stock Split for all periods presented.

The reverse stock split did not have any effect on the number of authorized shares of the Company’s preferred stock, par value of $ 0.01 per share, remains at 50,000,000 shares.

Currently no shares of preferred stock are outstanding.

Going Concern

To date, the Company has not generated any product revenue and has not achieved profitable operations.

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As of December 31, 2023, the Company's liquidity sources included cash and cash equivalents of $ 9.4 million.

Based on our current operating plan, we believe that our current cash and cash equivalents and proceeds from the $ 12.0 million G42 promissory note, which was received on February 28, 2023 (See Note 20), will allow us to meet our liquidity requirements through the end of the second quarter of 2023.

To meet our future funding requirements into the first quarter of 2024,

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including funding the on-going and future clinical trials of TTP399, we are evaluating several financing strategies, including direct equity investments and the potential licensing and monetization of other Company programs.

The Company may also use its remaining availability of $ 37.3 million under its Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co.

(“Cantor Fitzgerald”) pursuant to which the Company may offer and sell, from time to time shares of the Company’s Class A common stock (the “ATM Offering”) and the ability to sell an additional 9,437,376 shares of Class A common stock under the LPC Purchase Agreement based on the remaining number of registered shares.

However, the ability to use these sources of capital is dependent on a number of factors, including the prevailing market price of and t he volume of trading in the Company’s Class A common stock.

See Note 12 for further details.

If we are unable to raise additional capital as and when needed, or upon acceptable terms, such failure would have a significant negative impact on our financial condition.

As such, these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.

The Consolidated Financial Statements do not include adjustments to reflect the possible future effects on the recoverability and classification of recorded assets or the amounts of liabilities that might be necessary should the Company be unable to continue as a going concern.

On February 27, 2024, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional accredited investors (the “Private Placement Investors”), pursuant to which we agreed to issue and sell to the Private Placement Investors in a private placement (the “Private Placement”) (i) an aggregate of 464,377 shares (the “Private Placement Shares”) of our Class A common stock, at a purchase price of $ 11.81 per share, and (ii) pre-funded warrants (the “Private Placement Pre-Funded Warrants”) to purchase up to an aggregate of 3,853,997 shares of our Class A common stock (the “Private Placement Warrant Shares”) at a purchase price of $ 11.80 per Private Placement Pre-Funded Warrant (representing the $ 11.81 per Private Placement Share purchase price less the exercise price of $ 0.01 per Private Placement Warrant Share).

We received aggregate gross proceeds from the Private Placement of approximately $ 51.0 million, before deducting offering expenses payable by us.

The Private Placement Pre-Funded Warrants are exercisable at any time after their original issuance and will not expire.

Based on our current operating plan, we believe that our current cash and cash equivalents will allow us to meet our liquidity requirements for at least the next twelve months.

We plan to finance our operations into the first quarter of 2026 through the use of our cash and cash equivalents and based on current operating plans, we are evaluating several financing strategies to fund the ongoing and future clinical trials of cadisegliatin , including direct equity investments and the potential licensing and monetization of other Company programs.

As of the issuance date of the Company's December 31, 2022 Form 10-K, the Company disclosed, as required under applicable accounting standards, that substantial doubt existed surrounding the Company's ability to continue as a going concern within one year of the issuance date of the December 31, 2022 consolidated financial statements.

Based on the cash and cash equivalents currently available to the Company as discussed above, the Company has concluded there is no longer substantial doubt regarding the ability to continue as a going concern for at least twelve months from the issuance of the December 31, 2023 Form 10-K.

On February 28, 2024, we entered into a sales agreement (the “TD Cowen Sales Agreement”) with Cowen and Company, LLC (“TD Cowen”), pursuant to which we may offer and sell, from time to time, through or to TD Cowen, as sales agent or principal, shares of our Class A common stock, having an aggregate offering price of up to $ 50.0 million (the “TD Cowen ATM Offering”).

public float in any 12-month period so long as our public float remains below $ 75.0 million.

Under the terms of the TD Cowen Sales Agreement, we will pay TD Cowen a commission of 3.0 % of the aggregate proceeds from the sale of shares and reimburse certain legal fees or other disbursements See Note 20 for further details.

Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

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Concentration of Credit Risk

Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash on deposit with one financial institution.

The balance of the cash account frequently exceed insured limits.

One customer represented 100 % of the revenue earned during the year ended December 31, 2022.

Three customers represented 100 % of the revenue earned during the year ended December 31, 2021 and 2020.

Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash on deposit with multiple financial institutions.

The balance of the cash account frequently exceeds insured limits.

The associated risk of concentration for cash and cash equivalents is mitigated by transferring a majority of our cash to a AAA rated money market account with a creditworthy institution.

One customer represented 100 % of the revenue earned during the year ended December 31, 2022, and was attributable from the satisfaction of a development milestone from the First Huadong Amendment (as defined herein).

Three customers represented 100 % of the revenue earned during the year ended December 31, 2021.

The Company did not have any revenue during the year ended December 31, 2023.

Cash and Cash Equivalents

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Depreciation is determined on a straight-line basis over the estimated useful lives of the assets, which generally range from three to ten years .

Leasehold improvements are depreciated over the shorter of the useful life of the asset or the term of the

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related lease.

Leasehold improvements are depreciated over the shorter of the useful life of the asset or the term of the related lease.

Upon retirement or disposition of assets, the costs and related accumulated depreciation are removed from the accounts with the resulting gains or losses, if any, reflected in results of operations.

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Leasehold improvements Shorter of useful life or remaining term of lease

The Company periodically assesses it property and equipment and other long-lived assets for impairment in accordance with the relevant accounting guidance.

The Company periodically assesses its property and equipment and other long-lived assets for impairment in accordance with the relevant accounting guidance.

No such charges were recognized during the years ended December 31, 2023, 2022 or 2021.

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The investments are measured at fair value based on a quoted market price per unit in active markets multiplied by the number of units held without consideration of transaction costs (Level 1).

Gains and losses are recorded in other income (expense), net on the Consolidated Statements of Operations.

Gains and losses are recorded in other (expense) income, net on the Consolidated Statements of Operations.

Equity investments without readily determinable fair value include ownership rights that do not provide the Company with control or significant influence and these investments do not have readily determinable fair values.

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The Company then recognizes revenue under each contract as the related performance obligations are satisfied.

The Company will recognize collaboration revenue under ASC 808 as a stand-ready obligation under ASC 606 over time based on the estimated period of performance.

The transaction price under the contract is determined based on the value of the consideration expected to be received in exchange for the transferred assets or services.

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The primary method used to estimate standalone selling price is the expected cost plus margin approach.

Revenue is recognized over the related period over which the Company expects the services to be provided using a proportional performance model or a straight-line method of recognition if there is no discernable pattern over which the services will be provided.

Revenue is recognized over the related period over which the Company expects the services to be provided using a proportional performance model or a straight-line method of recognition if there is no discernible pattern over which the services will be provided.

Fair Value of Financial Instruments

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods

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subsequent to their initial measurement.

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Research and Development

Major components of research and development costs include cash compensation, depreciation expense on research and development property and equipment, costs of preclinical studies, clinical trials and related clinical manufacturing, costs of drug development, costs of materials and supplies, facilities cost, overhead costs, regulatory and compliance costs, and fees paid to consultants and other entities that conduct certain research and development activities on the Company’s behalf.

Major components of research and development costs include cash compensation to employees, depreciation expense on research and development property and equipment, costs of preclinical studies, clinical trials and related clinical manufacturing, costs of drug development, costs of materials and supplies, facilities cost, overhead costs, regulatory and compliance costs, and fees paid to consultants and other entities that conduct certain research and development activities on the Company’s behalf.

Research and development costs are expensed as incurred.

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Payments under the contracts depend on factors such as the achievement of certain events and the completion of portions of the clinical study or similar conditions.

The objective of the Company’s accrual policy is to match the recording of expenses in its financial statements to the actual services received and efforts expended.

The objective of the Company’s accrual policy is to match the recording of expenses in its consolidated financial statements to the actual services received and efforts expended.

As such, expense accruals related to clinical studies are recognized based on the Company’s estimate of the degree of completion of the event or events specified in the specific clinical study.

The Company records nonrefundable advance payments it makes for future research and development activities as prepaid expenses.

Prepaid expenses are recognized as expense in the Consolidated Statements of Operations as the Company receives the related goods or services.

Prepaid expenses are recognized as expenses in the Consolidated Statements of Operations as the Company receives the related goods or services.

Research and development costs that are reimbursed under a cost-sharing arrangement are reflected as a reduction of research and development expense.

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Significant judgments and estimates are required in determining the consolidated income tax expense.

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the financial statements.

Under this method, the Company determines deferred tax assets and liabilities on the basis of differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse.

Under this method, the Company determines deferred tax assets and liabilities on the basis of differences between the consolidated financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse.

The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period in which the enactment date occurs.

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In making such a determination, the Company considers all available positive and negative evidence, including

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future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations.

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Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date.

Lease terms may include options to extend of terminate the lease if it is reasonably certain that the Company will exercise the option.

Lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise the option.

As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments.

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In the event the participant’s employment by or engagement with (as a director or otherwise) the Company terminates before exercise of the options granted, the stock options granted to the participant shall immediately expire and all rights to purchase shares there under shall immediately cease and expire and be of no further force or effect, other than applicable exercise rights for vested shares that may extend past the termination date as provided for in the participant’s applicable option award agreement.

The Company entered into a retirement agreement with its former CEO Steve Holcombe in October 2021, and separation agreements with its former CEO Deepa Prasad in February 2022 and certain key employees in December 2021.

The retirement and separation agreements provide for accelerated vesting and extend the exercise period for certain outstanding equity awards.

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The Company entered into an employment and Inducement Agreement with its CEO Paul Sekhri, which grant Mr.

Sekhri inducement awards covering an aggregate of 2,200,000 of Class A common stock earned over a service period of four years .

The awards subject to the Inducement Agreement were not charged against the Plan’s share reserve and are being granted outside of the Plan as an Inducement Award.

Additionally, the Company entered into an employment and Options Award Agreement with its Chief Financial Officer Steven Tuch, which grants 500,000 shared-based awards earned over a service period of four years .

Additionally, the Option Agreement provides Mr.

Tuch the option to earn performance-based equity compensation to purchase shares of the Company's Class A common stock.

The fair value of restricted stock units (“RSU”) grants are based on the market value of the Class A Common Stock on the date of grant.

The fair value of restricted stock units (“RSU”) grants is based on the market value of the Class A common stock on the date of grant.

The Company also estimates the amount of share-based awards that are expected to be forfeited based on historical employee turnover rates.

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2022-03 “ Fair Value Measurements (Topic 820):

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ”.

These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.

This guidance is effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023.

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The adoption did not have a material impact on the Company's Consolidated Financial Statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

Segment Reporting :

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

“ Improvements to Reportable Segment Disclosures ” (ASU 2023-07) .

The ASU expands public entities' segment disclosures by requiring disclosures of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment's profit or loss and assets.

Early adoption is permitted.

The Company is currently evaluating the impact of adopting this ASU on the Company's Consolidated Financial Statements and disclosures.

Income Taxes :

In December 2023, the FASB issued ASU 2023-09:

“ Improvements to Income Tax Disclosures ” (“ASU 2023-09”).

The ASU is intended to enhance the transparency and decision usefulness of income tax disclosures.

The amendments in the ASU address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.

ASU 2023-09 will be effective for us in the annual period beginning January 1, 2025, though early adoption is permitted.

The Company is currently evaluating the presentational effect that ASU 2023-09 will have on the Company's Consolidated Financial Statements and disclosures, but we expect considerable changes to our income tax footnote.

Collaboration Agreements

G42 Purchase Agreement and Cogna Collaborative and License Agreement

The Company and G42 Investments AI Holding RSC Ltd, a private limited company (“G42 Investments”), entered into a Common Stock Purchase Agreement (the “G42 Purchase Agreement”), pursuant to which the Company sold to G42 Investments 10,386,274 shares of the Company’s Class A common stock at a price per share of approximately $ 2.41 , for an aggregate purchase price of $ 25.0 million, which was paid (i) $ 12.5 million in cash at the closing and (ii) $ 12.5 million in the form of a promissory note of G42 Investments to be paid at May 31, 2023 (the "G42 Promissory Note").

As part of the G42 Purchase Agreement, G42 Investments nominated a director as appointee and the Company’s board of directors approved appointing the new director to the Company’s board.

G42 Investments has agreed to certain transfer restrictions (including restrictions on short sales or similar transactions) and restrictions on further acquisitions of shares, in each case subject to specified exceptions.

The Company and G42 Investments AI Holding RSC Ltd, a private limited company (“G42 Investments”), entered into a Common Stock Purchase Agreement (the “G42 Purchase Agreement”), on May 31, 2022, pursuant to which the Company sold to G42 Investments 259,657 shares of the Company’s Class A common stock at a price per share of approximately $ 96.40 , for an aggregate purchase price of $ 25.0 million, which was paid (i) $ 12.5 million in cash at the closing and (ii) $ 12.5 million in the form of a promissory note of G42 Investments to be paid at May 31, 2023 (the "G42 Promissory Note").

On February 28, 2023, the Company and G42 Investments amended the G42 Purchase Agreement and modified the G42 Promissory Note to accelerate the payment due under the note.

Pursuant to the amendment, on February 28, 2023, the Company received $ 12.0 million, which reflected the original amount due under the G42 Promissory Note less a 3.75 % discount, in full satisfaction of the note, resulting in a loss of $ 0.3 million and was recognized as a component of other (expense)/income in the Company’s Consolidated Statements of Operations.

Following the expiration of a lock up period, from the period May 31, 2022 until December 31, 2024 (or if earlier, the date of receipt of U.S.

Food and Drug Administration (“FDA”) approval in the U.S.

for TTP399 (the “FDA Approval”) of TTP399 ), the Company has granted to G42 Investments certain shelf and piggyback registration rights with respect to those shares of Class A common stock issued to G42 Investments pursuant to the G42 Purchase Agreement, including the ability to conduct an underwritten offering to resell such shares under certain circumstances.

for cadisegliatin (TTP399) , the Company has granted to G42 Investments certain shelf and piggyback registration rights with respect to those shares of Class A common stock issued to G42 Investments pursuant to the G42 Purchase Agreement, including the ability to conduct an underwritten offering to resell such shares under certain circumstances.

The registration rights include customary cooperation, cut-back, expense reimbursement, and indemnification provisions.

Contemporaneously with the G42 Purchase Agreement, effective on May 31, 2022, the Company entered into a collaboration and license agreement (the “Cogna Agreement”) with Cogna Technology Solutions LLC, an affiliate of G42 Investments (“Cogna”), which requires Cogna to work with the Company in performing clinical trials for the Company’s TTP399 compound (the “Licensed Product”) as well as jointly creating a global development plan to develop, market, and commercialize TTP399 in certain countries in the Middle East, Africa, and Central Asia (the “Partner Territory”).

Under the terms of the Cogna Agreement, Cogna will obtain a license under certain intellectual property controlled by the Company to enable it to fulfill its obligations and exercise its rights under the Cogna agreement, including to develop and commercialize the Licensed Product in the Partner Territory, but will not have access to the various intellectual property (“IP”) related to the license and TTP399 .

Specifically, the Company will share various protocols with Cogna related to conducting the clinical trials and will provide the patient dosages and placebo of TTP399 needed to conduct the trials.

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Under the Cogna Agreement, Cogna has the right to develop and commercialize the Licensed Product in the Partner Territory at its own cost once restrictions on the use of the IP have been lifted by the Company.

Contemporaneously with the G42 Purchase Agreement, effective on May 31, 2022, the Company entered into a collaboration and license agreement (the “Cogna Agreement”) with Cogna Technology Solutions LLC, an affiliate of G42 Investments (“Cogna”), which requires Cogna to work with the Company in performing clinical trials for cadisegliatin ( TP399) as well as jointly creating a global development plan to develop, market, and commercialize cadisegliatin in certain

countries in the Middle East, Africa, and Central Asia (the “Partner Territory”).

Under the terms of the Cogna Agreement, Cogna will obtain a license under certain intellectual property controlled by the Company to enable it to fulfill its obligations and exercise its rights under the Cogna agreement, including to develop and commercialize cadisegliatin in the Partner Territory, but will not have access to the various intellectual property (“IP”) related to the license and cadisegliatin .

Specifically, the Company will share various protocols with Cogna related to conducting the clinical trials and will provide the patient dosages and placebo of cadisegliatin needed to conduct the trials.

Under the Cogna Agreement, Cogna has the right to develop and commercialize cadisegliatin in the Partner Territory at its own cost once restrictions on the use of the IP have been lifted by the Company.

The Cogna Agreement determined which specific countries in the Partner Territory that Cogna may pursue development and commercialization and provides the Company with the ability to determine when Cogna can benefit from this IP through the powers granted to the Company to approve the global development plan.

Further, the Company may supply at cost, or Cogna may manufacture, TTP399 for commercial sale under terms to be agreed upon by the parties at a later date.

Separately, the Company will conduct its clinical trials for TTP399 outside of the Partner Territory at its own cost.

The results of each party’s clinical trials will be combined by the Company to seek FDA approval in the United States for TTP399 .

On December 21, 2022, G42 Healthcare Technology Solutions LLC (formerly known as Cogna Technology Solutions LLC) novated its rights and obligations under the Cogna agreement to G42 Healthcare Research Technology Projects LLC ("G42 Healthcare"), an affiliate of G42 Investments.

As a result of the novation, all references to Cogna herein shall be deemed to refer to G42 Healthcare

The G42 Purchase Agreement also provides for, following the receipt of FDA approval of the Licensed Product, at the option of G42 Investments, either (a) the issuance of the Company’s Class A common stock (the “Milestone Shares”) having an aggregate value equal to $ 30.0 million or (b) the payment by the Company of $ 30.0 million in cash (the “Milestone Cash Payment”).

The issuance of the Milestone Shares or the payment of the Milestone Cash Payment, as applicable, are conditioned upon receipt of the FDA Approval and subject to certain limitations and conditions set forth in the G42 Purchase Agreement.

There can be no assurance that the FDA Approval will be granted or as to the timing thereof.

Once commercialization takes place in the Partner Territory, the Company will receive royalties in the single digits from Cogna on the net sales of the Licensed Product for a period of at least ten years after the first commercial sale of the Licensed Product in the Partner Territory.

Further, the Company may supply at cost, or Cogna may manufacture, cadisegliatin for commercial sale under terms to be agreed upon by the parties at a later date.

Separately, the Company will conduct its clinical trials for cadisegliatin outside of the Partner Territory at its own cost.

The results of each party’s clinical trials will be combined by the Company to seek FDA approval in the United States for cadisegliatin .

On December 21, 2022, G42 Healthcare Technology Solutions LLC (formerly known as Cogna Technology Solutions LLC) novated its rights and obligation under the Cogna agreement to G42 Healthcare Research Technology Projects LLC ("G42 Healthcare"), an affiliate of G42 Investments.

As a result of the novation, all reference to Cogna herein shall be deemed to refer to G42 Healthcare.

The G42 Purchase Agreement also provides for, following the receipt of the cadisegliatin FDA Approval, at the option of G42 Investments, either (a) the issuance of the Company’s Class A common stock (the “Milestone Shares”) having an aggregate value equal to $ 30.0 million or (b) the payment by the Company of $ 30.0 million in cash (the “Milestone Cash Payment”).

The issuance of the Milestone Shares or the payment of the Milestone Cash Payment, as applicable, is conditioned upon receipt of the cadisegliatin FDA Approval and subject to certain limitations and conditions set forth in the G42 Purchase Agreement.

There can be no assurance that the cadisegliatin FDA Approval will be granted or as to the timing thereof.

Once commercialization takes place in the Partner Territory, the Company will receive royalties in the single digits from Cogna on the net sales of cadisegliatin for a period of at least ten years after the first commercial sale of cadisegliatin in the Partner Territory.

Common stock is generally recorded at fair value at the date of issuance.

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This premium is determined to be the transaction price for all remaining obligations under the agreements, which will be accounted for under ASC 808 or ASC 606 based on determination of the unit of account.

The Company determined that certain commitments under the agreements are in the scope of ASC 808 as both the Company and Cogna are active participants in the clinical trials of the Licensed Product, and both are exposed to significant risks and rewards based on the success of the clinical trials and subsequent FDA approval.

Cogna is determined to be a vendor of the Company during the clinical trial phase, working on the Company’s behalf to complete R&D activities, and not in a customer capacity.

The Company determined that certain commitments under the agreements are in the scope of ASC 808 as both the Company and Cogna are active participants in the clinical trials of cadisegliatin , and both are exposed to significant risks and rewards based on the success of the clinical trials and subsequent FDA approval.

Cogna is determined to be a vendor of the Company during the clinical trial phase, working on the Company’s behalf to complete research and development activities, and not in a customer capacity.

The Company accounted for the commitments related to the clinical trials, which includes transfer of trial protocols, supply of clinical trial dosages, and collaboration on the joint development committee (“JDC”) as an ASC 808 unit of account, applying the recognition and measurement principles of ASC 606 by analogy.

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The significant performance obligations that are in the scope of ASC 606 are (1) the development, commercialization and manufacturing license of the IP once restrictions on the use of the IP have been lifted by the Company and (2) a potential material right to a commercial supply agreement.

The Company will recognize revenue from the development, commercial and manufacturing license at a point in time when the Company releases the restrictions on the use of the IP, which is expected to be after the Licensed Product is approved by the FDA.

The Company will recognize revenue from the material right related to Cogna’s ability to purchase the commercial supply at cost as Cogna purchases the commercial supply from the Company, which will occur after the completion of the initial clinical trials (if Cogna decides to

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purchase the clinical supply from the Company).

As a result, the Company has not recognized any revenue under the ASC 606 unit of account during the year ended December 31, 2022.

As of December 31, 2022, the Company has recognized the cash and a non-interest bearing promissory note receivable with a principal balance of $ 12.5 million.

The promissory note receivable was classified and accounted for under ASC 310 "Receivables" ("ASC 310") and was initially measured at its fair value of $ 11.9 million and will be subsequently remeasured at its amortized cost through its maturity date.

The Company also recorded the $ 18.7 million as deferred revenue in the Consolidated Balance Sheets, as none of the underlying performance obligations had been satisfied as of and for the year ended December 31, 2022.

As a result, the Company has not recognized any revenue under the ASC 606 unit of account during the years ended December 31, 2023 and 2022.

On February 28, 2023, the Company and G42 Investments amended the G42 Purchase Agreement and modified the G42 Promissory Note to accelerate the payment due under the note.

Pursuant to the amendment, on February 28, 2023, the Company received $ 12.0 million, which reflected the original amount due under the G42 Promissory Note less a 3.75 % discount, in full satisfaction of the note , resulting in a loss of $ 0.3 million and was recognized as a component of other (expense) income in the Company’s Consolidated Statements of Operations.

The G42 Promissory Note receivable was classified and accounted for under ASC 310 Receivables (“ASC 310”) and was initially measured at its fair value of $ 11.9 million.

Reneo License Agreement

On December 21, 2017, the Company entered into the Reneo License Agreement, under which Reneo obtained an exclusive, worldwide, sublicensable license to develop and commercialize the Company’s peroxisome proliferation activated receptor delta (PPAR-δ) agonist program, including the compound HPP593 , for therapeutic, prophylactic or diagnostic application in humans.

On December 21, 2017, the Company entered into the Reneo License Agreement, under which Reneo Pharmaceuticals, Inc.

("Reneo") obtained an exclusive, worldwide, sublicensable license to develop and commercialize the Company’s peroxisome proliferation activated receptor delta (PPAR-δ) agonist program, including the compound HPP593 , for therapeutic, prophylactic or diagnostic application in humans.

Under the terms of the Reneo License Agreement, Reneo paid the Company an upfront cash payment of $ 3.0 million.

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The transaction price has been fully allocated to this combined performance obligation.

The Company determined that there was no discernable pattern in which the technology services would be provided during the transfer services period.

The Company determined that there was no discernible pattern in which the technology services would be provided during the transfer services period.

As such, the Company determined that the straight-line method would be used to recognize revenue over the transfer service period.

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Huadong License Agreement

On December 21, 2017, the Company entered into a License Agreement with Huadong (the “Huadong License Agreement”), under which Huadong obtained an exclusive and sublicensable license to develop and commercialize the Company’s glucagon-like peptide-1 receptor agonist (“GLP-1r”) program, including the compound TTP273 , for therapeutic uses in humans or animals, in China and certain other Pacific Rim territories, including Australia and South Korea (collectively, the “Huadong License Territory”).

Additionally, under the Huadong License Agreement, the Company obtained a non-exclusive, sublicensable, royalty-free license to develop and commercialize certain Huadong patent rights and know-how related to the Company’s GLP-1r program for therapeutic uses in humans or animals outside of the Huadong License Territory.

The Company was a party to a license agreement with Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd.

(“Huadong”) (the “Huadong License Agreement”), under which Huadong obtained an exclusive and sublicensable license to develop and commercialize the Company’s glucagon-like peptide-1 receptor agonist (“GLP-1r”) program, including the compound TTP273 , for therapeutic uses in humans or animals, in China and certain other Pacific Rim countries, including Australia and South Korea (collectively, the “Huadong License Territory”).

Additionally, under the Huadong License Agreement, the Company obtained a non-exclusive, sublicensable, royalty-free license to develop and commercialize certain

Huadong patent rights and know-how related to the Company’s GLP-1r program for therapeutic uses in humans or animals outside of the Huadong License Territory.

Under the terms of the Huadong License Agreement, as amended, Huadong paid the Company an initial license fee of $ 8.0 million and is obligated to pay potential development and regulatory milestone payments totaling up to $ 22.0 million, with an additional potential regulatory milestone of $ 20.0 million if Huadong receives regulatory approval for a central nervous system indication.

In addition, the Company is eligible for an additional $ 50.0 million in potential sales-based

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milestones, as well as royalty payments ranging from low-single to low-double digit rates, based on tiered sales of licensed products.

On January 14, 2021, the Company entered into the First Huadong Amendment which eliminated the Company’s obligation to sponsor a multi-region clinical trial (the “Phase 2 MRCT”), and corresponding obligation to contribute up to $ 3.0 million in support of such trial.

In addition, the Company is eligible for an additional $ 50.0 million in potential sales-based milestones, as well as royalty payments ranging from low-single to low-double digit rates, based on tiered sales of licensed products.

On January 14, 2021, the Company entered into the first amendment to the Huadong License Agreement ("First Huadong Amendment") which eliminated the Company’s obligation to sponsor a multi-region clinical trial (the “Phase 2 MRCT”), and corresponding obligation to contribute up to $ 3.0 million in support of such trial.

The amendment also reduced the total potential development and regulatory milestone payments by $ 3.0 million.

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The reallocation of the purchase price in connection with the First Huadong Amendment was made based on the relative estimated selling prices of the remaining performance obligations.

The significant performance obligations under this license agreement, as amended, were determined to be (i) the exclusive license to develop and commercialize the Company’s GLP-1r program, (ii) technology transfer services related to the chemistry and manufacturing know-how for a defined period after the effective date, (iii) the Company’s obligation to participate on a joint development committee (the “JDC”), and (iv) other obligations considered to be de minimis in nature.

The significant performance obligations under the Huadong License Agreement, as amended, were determined to be (i) the exclusive license to develop and commercialize the Company’s GLP-1r program, (ii) technology transfer services related to the chemistry and manufacturing know-how for a defined period after the effective date, (iii) the Company’s obligation to participate on the JDC, and (iv) other obligations considered to be immaterial in nature.

The Company has determined that the license and technology transfer services related to the chemistry and manufacturing know-how represent a combined performance obligation because they were not capable of being distinct on their own.

The Company also determined that there was no discernable pattern in which the technology transfer services would be provided during the transfer service period.

As such, the Company recognized the revenue related to this combined performance obligation using the straight-line method over the transfer service period.

This combined performance obligation was considered complete as of December 31, 2018.

In connection with the First Huadong Amendment, the Company recognized approximately $ 2.0 million and $ 1.0 million of revenue related to this performance obligation during the year ended December 31, 2022 and 2021, respectively, due to the reallocation of the transaction price among the performance obligations remaining after the First Huadong Amendment.

The Company also determined that the obligation to participate in the joint development committee (the “JDC”) to oversee the development of products should be treated as a separate performance obligation.

A portion of the total consideration received under the Huadong License Agreement was allocated to this performance obligation based on its estimated standalone selling price.

A portion of this amount remains deferred as of December 31, 2022, and revenue will be recognized using the proportional performance model over the period of the Company’s participation on the JDC.

The unrecognized amount of the transaction price allocated to this performance obligation as of December 31, 2022, was de minimis.

An immaterial amount of revenue was recognized for this performance obligation for the years ended December 31, 2022, 2021 and 2020.

The remaining milestone payments that the Company is eligible to receive have not been included in the transaction price as of December 31, 2022, as it is not considered probable that such payments will be received.

The Company also determined that there was no discernible pattern in which the technology transfer services would be provided during the transfer service period.

As such, the Company recognized the revenue related to this combined performance obligation using the straight-line method over the transfer service peri od.

In the first quarter of 2022, the transaction price for this performance obligation was increased by $ 2.0 million due to the satisfaction of a development milestone under the license agreement.

This amount was fully recognized as revenue during the year ended December 31, 2022 as the related performance obligation was fully satisfied.

No revenue related to this combined performance obligation was recognized during the year ended December 31, 2023.

A portion of the transaction price allocated to the obligation to participate in the JDC to oversee the development of products and the Phase 2 MRCT in accordance with the development plan remained deferred as of December 31, 2023, and revenue will be recognized using the proportional performance model over the period of the Company’s participation on the JDC.

The unrecognized amount of the transaction price allocated to this performance obligation as of December 31, 2023 was immaterial.

An immaterial amount of revenue for this performance obligation was recognized during the years ended December 31, 2022 and 2021.

No revenue was recognized during the year ended December 31, 2023.

On December 18, 2023, vTv LLC received notice from Huadong of their intent to terminate the Huadong License Agreement between vTv LLC and Huadong, dated as of December 21, 2017, as amended on January 14, 2021 (both together constituting the "Agreement").

The termination of the Agreement will not be effective until after both parties negotiate and finalize a termination agreement, to be completed at a future date.

Newsoara License Agreement

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Under the terms of the Newsoara License Agreement, Newsoara paid the Company an upfront cash payment of $ 2.0 million.

During the year ended December 31, 2019, the Company received an additional payment of $ 1.0 million related to the satisfaction of a development milestone during the year.

During the year ended December 31, 2019, the Company received an additional payment of $ 1.0 million related to the satisfaction of a development milestone

during the year.

As amended, the Company is eligible to receive additional potential development, regulatory and sales-based milestone payments totaling up to $ 58.5 million.

In addition, Newsoara is obligated to pay the Company royalty payments at high-single to low-double digit rates, based on tiers of annual net sales of licensed products.

Such royalties will be payable on a licensed product-by-licensed product and country-by-country basis until the latest of expiration of the licensed patents

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covering a licensed product in a country, expiration of data exclusivity rights for a licensed product in a country or a specified number of years after the first commercial sale of a licensed product in a country.

Such royalties will be payable on a licensed product-by-licensed product and country-by-country basis until the latest of expiration of the licensed patents covering a licensed product in a country, expiration of data exclusivity rights for a licensed product in a country or a specified number of years after the first commercial sale of a licensed product in a country.

Pursuant to the terms of the Newsoara License Agreement, the Company is required to provide technology transfer services for a defined period after the effective date.

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The revenue related to this performance obligation was fully recognized during the year ended December 31, 2020, as the technology transfer services were considered complete as of that date.

No revenue was recognized related to the Anteris License Agreement during the years ended December 31, 2022 and 2021.

On September 25, 2023, Anteris notified the Company that it was terminating the Anteris License Agreement.

Under the terms of the Anteris License Agreement, the termination would become effective ninety days following the receipt of notice, or December 24, 2023.

On October 16, 2023, the Company received a Section 228(e) notice from Anteris.

that the stockholders voted in favor of the dissolution of the Company and the adoption of a plan of Liquidation and Dissolution (“Plan of Dissolution”).

The termination became effective on December 24, 2023, and Anteris has since liquidated its assets and ceased business.

JDRF Agreement

In August 2017, the Company entered into the JDRF Agreement to support the funding of the Simplici-T1 Study, an adaptive Phase 1b/2 study to explore the effects of TTP399 in type 1 diabetics.

In August 2017, the Company entered into the JDRF Agreement to support the funding of the Simplici-T1 Study, an adaptive Phase 1b/2 study to explore the effects of cadisegliatin in type 1 diabetics.

The Company initiated this study in the fourth quarter of 2017.

The JDRF Agreement was amended in June 2021 to provide additional funding for the Company’s mechanistic study exploring the effects of TTP399 on ketone body formation during a period of insulin withdrawal in people with type 1 diabetes.

According to the terms of the JDRF Agreement, as amended, JDRF will provide research funding of up to $ 3.4 million based on the achievement of research and development milestones, with the total funding provided by JDRF not to exceed approximately one-half of the total cost of the project.

Additionally, the Company has the obligation to make certain milestone payments to JDRF upon the commercialization, licensing, sale or transfer of TTP399 as a treatment for type 1 diabetes.

The JDRF Agreement was amended in June 2021 to provide additional funding for the Company’s mechanistic study exploring the effects of cadisegliatin on ketone body formation during a period of insulin withdrawal in people with type 1 diabetes.

provided by JDRF not to exceed approximately one-half of the total cost of the project.

Additionally, the Company has the obligation to make certain milestone payments to JDRF upon the commercialization, licensing, sale or transfer of cadisegliatin as a treatment for type 1 diabetes.

Payments that the Company receives from JDRF under this agreement are recorded as restricted cash and current liabilities and recognized as an offset to research and development expense, based on the progress of the project, and only to the extent that the restricted cash is utilized to fund such development activities.

As of December 31, 2023, the Company had received funding under this agreement of $ 3.4 million, and research and development costs were offset by $ 3.4 million.

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Contract Liabilities

Contract liabilities related to the Company’s collaboration agreements consisted of the following (in thousands):

December 31, 2022 December 31, 2021

Current portion of contract liabilities $ 17 $ 35

Contract liabilities, net of current portion 18,669 —

Total contract liabilities $ 18,686 $ 35

Changes in short-term and long-term contract liabilities for the year ended December 31, 2022, were as follows:

Contract Liabilities

Balance on January 1, 2022 35

Reclassification of the beginning contract liabilities to revenue, as the result of performance obligations satisfied ( 18 )

Consideration received in advance and not recognized as revenue 18,669

Balance on December 31, 2022 $ 18,686

The change in the Company’s contract liabilities for the year ended December 31, 2022, was primarily due to the deferred revenue related to the G42 Purchase Agreement.

Share-Based Compensation

In conjunction with the Company’s initial public offering (“IPO”), the board of directors of vTv Therapeutics Inc.

(the “Board of Directors”) and sole stockholder adopted a long-term equity incentive plan, the vTv Therapeutics Inc.

2015 Omnibus Equity Incentive Plan (the “Plan”).

The Plan provides for the grant of stock options, restricted stock, restricted stock units and other awards based on our Class A common stock to management, other key employees, consultants and non-employee directors on terms and subject to conditions as established by our Compensation Committee.

In settlement of its obligations under this plan, the Company will issue new shares of Class A common stock.

Following an amendment to increase the number of shares available under the plan in 2020, the maximum number of shares of the Company’s Class A common stock that has been approved and may be subject to awards under the Plan is 7.0 million, subject to adjustment in accordance with terms of the Plan.

The Company has issued non-qualified stock option awards and restricted stock units to certain employees, consultants and non-employee directors of the Company.

The Company has issued non-qualified stock option awards to management, other key employees, consultants, and nonemployee directors.

These awards generally vest ratably over a three-year period and the option awards expire after a term of ten years from the date of grant.

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The weighted average grant date fair value for all option grants during the years ended December 31, 2023, 2022 and 2021 was $ 24.78 , $ 27.75 and $ 49.32 per option, respectively.

The Company entered into a retirement agreement on October 19, 2021, with its former CEO Steve Holcombe which included provisions for him to retire from full-time service as CEO as of October 19, 2021.

As part of the retirement agreement, Mr.

Holcombe’s remaining unvested awards will continue to vest and be fully vested on December 31, 2022.

In light of this change, the Company entered into an employment and Inducement Agreement with Deepa Prasad, who was appointed President and CEO as of October 19, 2021.

The Inducement Agreement provided the grant of 2,498,635 options to purchase the Company's Class A common stock at a strike price of $ 1.47 per share.

The grants have varying service and performance vesting requirements depending on the grantee's status as an employee.

On February 27, 2022, Ms.

Prasad notified the Board of Directors (the “Board”) of the Company of her decision to resign from her positions as Chief Executive Officer, President and Board member, effective as of March 29, 2022 ("Effective Date").

Prasad will retain 624,659 of the outstanding options previously granted to her, which will vest at the end of the 15-month period following the Effective Date.

The awards subject to the Inducement Agreement were not charged against the Plan’s share reserve and are being granted outside of the Plan as an Inducement Award.

The Company entered into an employment and Inducement Agreement with Paul Sekhri, who was appointed President and CEO as of August 1, 2022.

The Inducement Agreement provided the grant of 2,200,000 options to purchase the

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Company's Class A common stock at a strike price of $ 0.79 per share.

The grants have service vesting requirements depending on the grantee's status as an employee.

The awards are subject to the Inducement Agreement were not charged against the Plan’s share reserve and are being granted outside of the Plan as an Inducement Award.

The Company also entered into separation agreements with several other key employees in December 2021 who had a combination of unvested and vested stock options at the termination date.

As a result of the retirement and separation agreements, 1,190,263 stock options to purchase shares of common stock were modified to increase the time period to exercise the options and 616,667 stock options to purchase shares of common stock were modified to accelerate vesting at the termination date.

Additionally, 375,000 stock options were canceled for the year ended December, 2021, related to the separation agreements.

The Company incurred $ 0.5 million of additional stock compensation expense for the modifications for the year ended December 31, 2021.

The aggregate intrinsic value of the in-the-money awards outstanding as well as those exercisable as of December 31, 2023, was an insignificant amount.

The total fair value of stock options vested during the years ended December 31, 2023, 2022 and 2021 was $ 2.2 million, $ 1.5 million and $ 2.1 million, respectively.

The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options granted.

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Total share-based compensation expense $ 1,578 $ 1,272 $ 2,356

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Prepaid Expenses and Other Current Assets

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Prepaid insurance $ 680 $ 755

Prepaid taxes — 97

Deferred financing costs — 135

Prepaid - other 364 1,782

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Depreciation expense was $ 0.1 million for the years ended December 31, 2023, 2022 and 2021.

In connection with the Reneo and Anteris License Agreements, the Company has received equity ownership interests of less than 20 % of the voting equity of the investee.

In connection with the Reneo and Anteris License Agreements, the Company received equity ownership interests of less than 20 % of the voting equity of the investees.

Further, the Company does not have the ability to exercise significant influence over the investees.

The investments are classified as long-term investments in the Company’s Consolidated Balance Sheets.

As of December 31, 2023 the Company has no investments classified as long-term investments in the Company’s Consolidated Balance Sheets.

Reneo completed its initial public offering in April 2021.

Prior to Reneo becoming a publicly-traded company, the Company’s investment in Reneo did not have a readily determinable fair value and was measured at cost less impairment, adjusted for any changes in observable prices, under the measurement alternative.

Subsequent to Reneo’s initial public offering, the Company’s investment in Reneo is considered to have a readily determinable fair value and, as such, is adjusted to its fair value each period with changes in fair value recognized as a component of net loss.

The Company’s investment in Anteris does not have a readily determinable fair value and is measured at cost less impairment, adjusted for any changes in observable prices.

On October 16, 2023, the Company received a Section 228(e) notice from Anteris that the stockholders voted in favor of the dissolution of Anteris and the adoption of the Plan of Dissolution.

The Company determined the carrying value of this investment was not expected to be recoverable due to the Plan of Dissolution.

As a result, the Company recorded a $ 4.2 million impairment charge during the year ended December 31, 2023.

On October 30, 2023, the Company entered into the Repurchase Agreement with Reneo to purchase all of its common stock held by vTv LLC for total proceeds to vTv LLC of approximately $ 4.4 million.

The Company recognized a realized gain on the sale of its investment in Reneo of $ 3.1 million for the year ended December 31, 2023 .

The Company recognized an unrealized loss on its investment in Reneo of $ 3.6 million for the year ended December 31, 2022.

These adjustments were recognized as a component of other (expense)/income in the Company’s Consolidated Statements of Operations.

The Company’s investments consist of the following:

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Total $ — $ 5,588

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The Company received its investment in Anteris preferred stock as consideration under the Anteris License Agreement entered into on December 11, 2020.

The fair value of the investment was derived from the transaction prices of other securities sold using a market approach.

The investment qualifies as Level 3 under the fair value hierarchy as it was valued using unobservable inputs including volatility and risk-free rate assumptions which were 125.0 % and 0.4 %, respectively.

No adjustments have been made to the value of the Company’s investment in Anteris since its initial measurement either due to impairment or based on observable price changes.

The Company recognized an unrealized loss on its investment in Reneo of $ 3.6 million for the year ended December 31, 2022 .

The Company recognized an unrealized gain on its investment in Reneo of $ 2.4 million for the year ended December 31, 2021.

These adjustments were recognized as a component of other (expense) income in the Company’s Consolidated Statements of Operations.

Accounts Payable and Accrued Expenses

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Further, the second amendment to the lease does not include any material residual value guarantee or restrictive covenants.

At December 31, 2022 and 2021, the weighted average incremental borrowing rate for operating leases held by the Company were 9.5 % and 13.1 %, respectively.

At December 31, 2023 and 2022, the weighted average incremental borrowing rate for operating leases held by the Company was 9.5 %.

At December 31, 2023 and 2022 , the weighted average remaining lease terms for the operating leases held by the Company were 1.9 years and 2.9 years, respectively.

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Operating lease cost was $ 0.2 million for the years ended December 31, 2023, 2022 and 2021, respectively.

During the year ended December 31, 2022, cash paid for operating leases was $ 0.3 million.

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During the years ended December 31, 2023 and December 31, 2022, cash paid for operating leases was $ 0.2 million and $ 0.3 million, respectively.

Notes Payable

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Total notes payable, net of current portion $ — $ —

In October 2016, the Company entered into the Loan Agreement with Horizon Technology Finance Corporation and Silicon Valley Bank, under which the Company and vTv LLC borrowed $ 20.0 million.

On April 1, 2020, the Company entered into an amendment to the Loan Agreement (the “Second Amendment”) and on July 29, 2020, the Company entered into the Third Amendment to the Loan Agreement.

These amendments extended the maturity dates of the loans and adjusted the minimum cash balance requirements and their impacts have been incorporated into these disclosures and are more fully described below.

Each loan tranche bore interest at a floating rate equal to 10.5 % plus the amount by which the one-month LIBOR exceeds 0.5 %.

The Company borrowed the first tranche of $ 12.5 million upon close of the Loan Agreement in October 2016.

The first tranche required only monthly interest payments until May 1, 2018, followed by equal monthly payments of principal plus accrued interest through the scheduled maturity date on May 1, 2020.

In connection with the Third Amendment, the maturity date of the first tranche was extended to September 1, 2020.

In addition, a final payment for the first tranche loan equal to $ 0.8 million originally due on May 1, 2020 , was extended to September 1, 2020, as part of the Third Amendment, or such earlier date specified in the Loan Agreement.

The Company borrowed the second tranche of $ 7.5 million in March 2017.

The second tranche requires only monthly interest payments until October 1, 2018, followed by equal monthly payments of principal plus accrued interest through the scheduled maturity date on October 1, 2020 .

In connection with the Second Amendment, the maturity date of the second tranche was extended to January 1, 2021.

In addition, a final payment for the second tranche loan equal to $ 0.5 million was originally due on October 1, 2020, or such earlier date specified in the Loan Agreement.

In connection with the Second Amendment, the due date for this final payment was extended to January 1, 2021, or such earlier date specified in the Loan Agreement.

The total amount of the payment was increased to $ 0.8 million as a result of the Second and Third Amendments.

For each of the first and second tranches, the combined Second and Third Amendment required only monthly interest payments on the outstanding principal balance for the amounts due from April 1, 2020, through August 1, 2020.

As amended, the remaining principal balance and final interest payment under the first tranche was paid upon maturity.

Further, the Second and Third Amendments require equal monthly principal payments plus accrued interest for the second tranche beginning September 1, 2020, through the scheduled maturity on January 1, 2021.

The full amount outstanding under both the first and second tranches, including the related final interest payments were paid in accordance with the scheduled maturities, with the final payment made prior to December 31, 2020.

In connection with the Loan Agreement, the Company has issued to the Lenders warrants to purchase shares of the Company’s Class A common stock (the “Warrants”).

On October 28, 2016, the Company issued Warrants to purchase 152,580 shares of its Class A common stock at a per share exercise price of $ 6.39 per share, which aggregate exercise price represents 6.0 % of the principal amount borrowed under the first tranche of the Loan Agreement and 3.0 % of the principal amount available under the second tranche of the Loan Agreement.

On March 24, 2017, in connection with the funding of the second tranche, the Company issued Warrants to purchase 38,006 shares of its Class A common stock at a per share exercise price of $ 5.92 per share, which aggregate exercise price represents 3.0 % of the principal amount of the second tranche of the Loan Agreement.

In each instance, the Warrants have an exercise price equal to the lower of (a) the volume weighted average price per share of the Company’s Class A common stock, as reported on the principal stock exchange on which the Company’s Class A common stock is listed, for 10 trading days prior to the issuance of the applicable Warrants or (b) the closing price of a share of the Company’s Class A common stock on the trading day prior to the issuance of the applicable Warrants.

The Warrants will expire seven years from their date of issuance.

The Company’s obligations under the Loan Agreement were secured by a first priority security interest in substantially all of its assets.

As a result of the termination of the STEADFAST Study, the Company granted the Lenders a first priority security interest in all of the Company’s intellectual property, subject to certain limited exceptions.

The Company agreed not to pledge or otherwise encumber its intellectual property assets, subject to certain exceptions.

Upon full repayment and termination of the Loan Agreement in December 2020, these security interests and pledges have been extinguished.

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The Loan Agreement included customary affirmative and restrictive covenants, including, but not limited to, restrictions on the payment of dividends or other equity distributions and the incurrence of debt or liens upon the assets of the Company or its subsidiaries.

The Loan Agreement did not contain any financial maintenance covenants other than a requirement to maintain a minimum cash balance from time-to-time in a deposit account pledged to secure the Loan Agreement and subject to an account control agreement.

The Loan Agreement included customary events of default, including payment defaults, covenant defaults, and material adverse change default.

Upon full repayment and termination of the Loan Agreement in December 31, 2020, the associated covenants terminated.

The Company recorded interest expense related to the Loan Agreement of $ 0.7 million for the year ended December 31, 2020.

The Company did not recognize any interest expense related to the Loan Agreement during the years ended December 31, 2022 and 2021, as the Loan Agreement was paid in full and terminated during December 2020 .

Commitments and Contingencies

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The Company is not currently a party to any material legal proceedings.

In February 2007, the Company entered into an Agreement Concerning Glucokinase Activator Project with Novo Nordisk A/S (the “Novo License Agreement”) whereby the Company obtained an exclusive, worldwide, sublicensable license under certain Novo Nordisk intellectual property rights to discover, develop, manufacture, have manufactured, use and commercialize products for the prevention, treatment, control, mitigation or palliation of human or animal diseases or conditions.

As part of this license grant, the Company obtained certain worldwide rights to Novo Nordisk’s GKA program, including rights to preclinical and clinical compounds such as TTP399 .

In February 2007, the Company entered into an Agreement (the “Novo License Agreement”) Concerning Glucokinase Activator Project with Novo Nordisk A/S (the “Novo Nordisk”) whereby the Company obtained an exclusive, worldwide, sublicensable license under certain Novo Nordisk intellectual property rights to discover, develop, manufacture, have manufactured, use and commercialize products for the prevention, treatment, control, mitigation or palliation of human or animal diseases or conditions.

As part of this license grant, the Company obtained certain worldwide rights to Novo Nordisk’s GKA program, including rights to preclinical and clinical compounds such as cadisegliatin .

This agreement was amended in May 2019 to create milestone payments applicable to certain specific and non-specific areas of therapeutic use.

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The Company may also be obligated to pay an additional $ 75.0 million in potential sales-based milestones, as well as royalty payments, at mid-single digit royalty rates, based on tiered sales of commercialized licensed products.

During the year ended December 31, 2021, the Company made a payment of $ 2.0 million related to the satisfaction of the milestone to complete the phase 2 trials for TTP399 under this agreement.

During the year ended December 31, 2021, the Company made a payment of $ 2.0 million related to the satisfaction of the milestone to complete the Phase 2 trials for cadisegliatin under this agreement.

No such payments were made during the years ended December 31, 2023 or 2022.

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On July 29, 2015, the Company amended and restated its certificate of incorporation to authorize 100,000,000 shares of Class A common stock, 100,000,000 shares of Class B common stock and 50,000,000 shares of preferred stock, par value $ 0.01 per share.

On May 4, 2021, the Company filed an amendment to its Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to increase the number of shares of Class A common stock that the Company is authorized to issue from 100,000,000 shares of Class A common stock to 200,000,000 shares of Class A common stock, representing an increase of 100,000,000 shares of authorized Class A common stock, with a corresponding increase in the total authorized common stock, which includes Class A common stock and Class B common stock, from 200,000,000 to 300,000,000 , and a corresponding increase in the total authorized capital stock, which includes common stock and preferred stock, from 250,000,000 shares to 350,000,000 shares.

Holders of Class A common stock and Class B common stock will be entitled to one vote for each share held on all matters submitted to stockholders for their vote or approval.

On May 4, 2021, the Company filed an amendment to its Amended and Restated Certificate of Incorporation to increase the number of shares of Class A common stock that the Company is authorized to issue from 100,000,000 shares of Class A common stock to 200,000,000 shares of Class A common stock, representing an increase of 100,000,000 shares of authorized Class A common stock, with a corresponding increase in the total authorized common stock, which includes Class A common stock and Class B common stock, from 200,000,000 to 300,000,000 , and a corresponding increase in the total authorized capital stock, which includes common stock and preferred stock, from 250,000,000 shares to 350,000,000 shares.

On November 20, 2023, the Company filed an amendment to its Amended and Restated Certificate of Incorporation as amended, to effect a reverse stock split at a ratio of 1-for-40 (the "Reverse Stock Split").

Pursuant to the Reverse Stock Split, every 40 shares of the Company’s Class A common stock was combined into one issued and outstanding share of Class A Common Stock and every 40 shares of the Company’s Class B common stock was combined into one issued and outstanding share of Class B Common Stock.

The Reverse Stock Split did not reduce the number of authorized shares of Class A and Class B common stock, which remained at 200,000,000 and 100,000,000 respectively and did not change the par value of the

common stock, which remained at $ 0.01 per share.

The Reverse Stock Split did not have any effect on the number of authorized shares of the Company’s preferred stock, par value of $ 0.01 per share, which would remain at 50,000,000 shares.

Currently no shares of preferred stock are outstanding.

Holders of Class A common stock and Class B common stock are entitled to one vote for each share held on all matters submitted to stockholders for their vote or approval.

The holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to stockholders for their vote or approval, except with respect to the amendment of certain provisions of the Company’s amended and restated certificate of incorporation that would alter or change the powers, preferences or special rights of the Class B common stock so as to affect them adversely, which amendments must be approved by a majority of the votes entitled to be cast by the holders of the shares affected by the amendment, voting as a separate class, or as otherwise required by applicable law.

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Holders of Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the Company.

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G42 Investments Transaction

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On February 28, 2023, the Company and G42 Investments amended the G42 Purchase Agreement and modified the G42 Promissory Note to accelerate the payment due under the note.

CinPax and CinRx Transaction

On July 22, 2022 (the “Transaction Date”), the Company entered into the CinRx Purchase Agreement with CinPax and CinRx, pursuant to which the Company agreed to sell to CinPax 4,154,549 shares of the Company’s Class A common stock at a price per share of approximately $ 2.41 , for an aggregate purchase price of $ 10.0 million, which was paid (i) $ 6.0 million in cash at the closing of the transaction and (ii) $ 4.0 million in the form of a non-interest-bearing promissory note with CinPax and was paid to the Company on November 22, 2022.

The CinRx Purchase Agreement provides CinPax the right to nominate a director to be approved on vTv’s Board of Directors and a board observer, which was subsequently approved by the Company’s board.

On July 22, 2022 (the “Transaction Date”), the Company entered into the CinRx Purchase Agreement with CinPax, LLC ("CinPax") and CinRx-Pharma, LLC ("CinRx"), pursuant to which the Company agreed to sell to CinPax 103,864 shares of the Company’s Class A common stock at a price per share of approximately $ 96.40 , for an aggregate purchase price of $ 10.0 million, which was paid (i) $ 6.0 million in cash at the closing of the transaction and (ii) $ 4.0 million in the form of a non-interest-bearing promissory note with CinPax and was paid to the Company on November 22, 2022.

Common stock is generally recorded at fair value at the date of issuance.

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The CinRx Warrants will become exercisable by CinRx only if (i) the Company receives approval from the U.S.

Food and Drug Administration (“FDA Approval”) to market and distribute the pharmaceutical product containing the Company’s proprietary candidate, TTP399 (the “Product”), or (ii) the Company is acquired by a third party, sells all or substantially all of its assets related to the Product to a third party or grants a third party an exclusive license to develop, commercialize and manufacture the Product in the United States.

Food and Drug Administration to market and distribute the pharmaceutical product containing the Company’s proprietary candidate, cadisegliatin (the “Product”), or (ii) the Company is acquired by a third party, sells all or substantially all of its assets related to the Product to a third party or grants a third party an exclusive license to develop, commercialize and manufacture the Product in the United States.

If neither of these events happen within five years of the date of the issuance of the CinRx Warrants, the CinRx Warrants will expire and not be exercisable by CinRx.

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The Company did not identify any other promises in the CinRx Purchase Agreement (aside from the issuance of common shares and the CinRx Warrants) and determined since there is no value ascribed to the CinRx MSA, the right to appoint a member and observer to the board of directors, that the remaining unallocated amount meets the definition of contributed equity and represents the amount in excess of par.

In April 2020, the Company entered into the Sales Agreement with Cantor as the sales agent, pursuant to which the Company may offer and sell, from time to time, through Cantor, shares of its Class A common stock, par value $ 0.01 per share, having an aggregate offering price of up to $ 13.0 million by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act (the “ATM Offering”).

The shares are offered and sold pursuant to the Company’s shelf registration statement on Form S-3.

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On January 14, 2021 and June 25, 2021, the Company filed a prospectus supplement in connection with the ATM Offering to increase the size of the at-the-market offering pursuant to which the Company may offer and sell, from time to time, through or to Cantor, as sales agent or principal, shares of the Company’s Class A common stock, by an aggregate offering price of $ 5.5 million and $ 50.0 million, respectively.

During the years ended December 31, 2021 and 2020, the Company sold 8,929,147 and 5,480,941 shares, respectively of Class A common stock under the ATM Offering at then-market prices for total gross proceeds of approximately $ 18.2 million and $ 13.0 million, respectively.

After offering costs and sales commissions owed in connection with the ATM Offering, the Company’s aggregate net proceeds for the years ended December 31, 2021 and 2020 were approximately $ 17.7 million and $ 12.5 million, respectively.

During the year ended December 31, 2022, the Company did not sell any shares under the ATM Offering.

The Company, CinPax and CinRx subsequently amended the CinRx Purchase Agreement on February 27, 2024, in connection with the Private Placement.

The CinRx Purchase Agreement provides CinPax the right for two years following the Closing to designate a board observer, which has been subsequently approved by the Company’s board.

Previous ATM Offering

In April 2020, the Company entered into the Sales Agreement with Cantor Fitzgerald as the sales agent, pursuant to which the Company may offer and sell, from time to time, through Cantor Fitzgerald, shares of its Class A common stock, par value $ 0.01 per share, having an aggregate offering price of up to $ 13.0 million by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act (the “Previous ATM Offering”).

The shares were offered and sold pursuant to the Company’s shelf registration statement on Form S-3.

On January 14, 2021 and June 25, 2021, the Company filed a prospectus supplement in connection with the Previous ATM Offering to increase the size of the at-the-market offering pursuant to which the Company may offer and sell, from time to time, through or to Cantor Fitzgerald, as sales agent or principal, shares of the Company’s Class A common stock, by an aggregate offering price of $ 5.5 million and $ 50.0 million, respectively.

The Sales Agreement with Cantor Fitzgerald was terminated on February 26, 2024.

Lincoln Park Capital Transaction

On November 24, 2020, the Company entered into the LPC Purchase Agreement and a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company has the right to sell to Lincoln Park shares of the Company’s Class A common stock having an aggregate value of up to $ 47.0 million, subject to certain limitations and conditions set forth in the LPC Purchase Agreement.

The Company will control the timing and amount of any sales of shares to Lincoln Park.

pursuant to the Pur chase Agreement.

The Company filed a registration statement to register 5,331,306 shares which became effective on December 8, 2020.

As a result, on November 24, 2020, 425,725 newly issued shares of the Company’s common stock, equal to 1.5 % percent of the $ 47.0 million availability, were issued to Lincoln Park as consideration for Lincoln Park’s commitment to purchase shares of the Company’s Class A common stock under the agreement.

Upon effectiveness of the registration statement, 963,855 newly issued shares of Class A common stock, valued at $ 2.08 per share, were sold to Lincoln Park in an initial purchase for an aggregate gross purchase price of $ 2.0 million in 2020.

During 2021, 3,941,726 shares of Class A common stock were sold to Lincoln Park for an aggregate gross purchase price of $ 9.1 million.

During the year ended December 31, 2022, the Company did not sell any shares under the LPC Purchase Agreement.

Over the 36 -month term of the LPC Purchase Agreement, for up to an aggregate amount of $ 47.0 million of shares of Class A common stock (subject to certain limitations and conditions), the Company has the right, but not the obligation, from time to time, in its sole discretion, to direct Lincoln Park to purchase up to 250,000 shares per day (the “Regular Purchase Share Limit”) of the Class A common stock (each such purchase, a “Regular Purchase”).

The Regular Purchase Share Limit will increase to 275,000 shares per day if the closing price of the Class A common stock on the applicable purchase date is not below $ 4.00 per share and will further increase to 300,000 shares per day if the closing price of the Class A common stock on the applicable purchase date is not below $ 5.00 per share.

In any case, Lincoln Park’s maximum obligation under any single Regular Purchase will not exceed $ 2.0 million.

The purchase price for shares of Class A common stock to be purchased by Lincoln Park under a Regular Purchase will be equal to the lower of (in each case, subject to the adjustments described in the LPC Purchase Agreement):

(i) the lowest sale price for the Class A common stock on the applicable purchase date and (ii) the arithmetic average of the three lowest closing sales prices for the Class A common stock during the 10 consecutive trading days prior to the purchase date.

If the Company directs Lincoln Park to purchase the maximum number of shares of Class A common stock that the Company may sell in a Regular Purchase, then in addition to such Regular Purchase, and subject to certain conditions and limitations in the LPC Purchase Agreement, the Company may direct Lincoln Park to make an “accelerated purchase” and an “additional accelerated purchase”, each of an additional number of shares of Class A common stock which may not exceed the lesser of:

(i) 300 % of the number of shares purchased pursuant to the corresponding Regular Purchase and (ii) 30 % of the total number of shares of the Class A common stock traded during a specified period on the applicable purchase date as set forth in the LPC Purchase Agreement.

The purchase price for such shares will be the lesser of (i) 97 % of the volume weighted average price of the Class A common stock over a certain portion of the date of sale as set forth in the LPC Purchase Agreement and (ii) the closing sale price of the Class A common stock on the date of sale (an “Accelerated Purchase”).

Under certain circumstances and in accordance with the LPC Purchase Agreement, the Company may direct Lincoln Park to purchase shares in multiple Accelerated Purchases on the same trading day.

The LPC Purchase Agreement also prohibits the Company from directing Lincoln Park to purchase any shares of its Class A common stock if those shares, when aggregated with all other shares of Class A common stock then beneficially owned by Lincoln Park and its affiliates, would result in Lincoln Park and its affiliates having beneficial ownership, at any single point in time, of more than 9.99 % of the then total outstanding shares of Class A common stock as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder.

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Under applicable rules of the Nasdaq Global Select Market, the Company may not issue or sell to Lincoln Park under the LPC Purchase Agreement more than 19.99 % of the shares of the Class A common stock outstanding immediately prior to the execution of the LPC Purchase Agreement (the “Exchange Cap”) (or 14,768,682 shares, based on 73,880,351 shares outstanding immediately prior to the execution of the LPC Purchase Agreement), unless (i) stockholder approval is obtained or (ii) the issuances and sales of Class A common stock pursuant to the LPC Purchase Agreement are not deemed to be “below market” in accordance with the applicable rules of Nasdaq.

The LPC Purchase Agreement does not limit the Company’s ability to raise capital from other sources at its sole discretion, except that, subject to certain exceptions, the Company may not enter into another “equity line” or similar transaction.

The LPC Purchase Agreement and Registration Rights Agreement each contain customary representations, warranties, and agreements of the Company and Lincoln Park, indemnification rights and other obligations of the parties.

The offering of Class A common stock pursuant to the LPC Purchase Agreement will terminate on the date that all shares offered by the LPC Purchase Agreement have been sold or, if earlier, the expiration or termination of the LPC Purchase Agreement.

The Company has the right to terminate the LPC Purchase Agreement at any time, without fee, penalty or cost to the Company.

The net proceeds under the LPC Purchase Agreement to the Company will depend on the frequency and prices at which shares of Class A common stock are sold to Lincoln Park.

Actual sales of shares of Class A common stock to Lincoln Park under the LPC Purchase Agreement and the amount of such net proceeds will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of the Class A common stock and determinations by the Company as to other available and appropriate sources of funding for the Company.

Lincoln Park has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of Class A common stock.

On November 24, 2020, the Company entered into the LPC Purchase Agreement and a registration rights agreement, pursuant to which the Company has the right to sell to Lincoln Park shares of the Company’s Class A common stock from time to time over the 36-month term of the LPC Purchase Agreement.

The Company has issued 133,282 shares of its Class A common stock to Lincoln Park under the LPC Purchase Agreement through the date of the filing of this Annual Report on Form 10-K.

The LPC Purchase Agreement expired on November 24, 2023.

Letter Agreement Warrants

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The issuance of the Letter Agreement Warrants was considered to be a cost of equity recorded as a reduction to additional paid-in capital.

During the years ended December 31, 2022, 2021 and 2020 the Company recognized income/(expense) of $ 0.9 million, $ 1.6 million and $( 0.3 ) million, respectively, related to the change in fair value of the Letter Agreement Warrants.

These amounts were recognized as a component of other income (expense), related party in the Consolidated Statements of Operations.

During the years ended December 31, 2023, 2022 and 2021 the Company recognized income of $ 0.3 million, $ 0.9 million, and $ 1.6 million, respectively, related to the change in fair value of the Letter Agreement Warrants.

These amounts were recognized as a component of other income, related party in the Consolidated Statements of Operations.

Fair value of the Letter Agreement Warrants was calculated as of their issuance date using the methods described in Note 19 using the following assumptions:

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Loan Agreement Warrants

On October 28, 2016, the Company entered into the Loan Agreement as discussed in Note 10.

In connection with the Loan Agreement, the Company issued to the Lenders Warrants to purchase a total of 152,580 shares of the Company’s Class A common stock at an exercise price of $ 6.39 per share.

On October 28, 2016, the Company entered into a Loan Agreement in which the Company issued to the lenders warrants to purchase a total of 3,814 shares of the Company’s Class A common stock at an exercise price of $ 255.60 per share which expired in October 2023.

Additionally, upon funding of the second tranche on March 24, 2017, the Company issued warrants to purchase 950 shares of its Class A common stock at a per share exercise price of $ 236.80 per share, which aggregate exercise price represents 3.0 % of the amount available under the second tranche of the Loan Agreement.

The warrants will expire seven years from their date of issuance.

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Redeemable Noncontrolling Interest

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common shareholders $ ( 20,250 ) $ ( 19,164 ) $ ( 12,987 )

Increase in vTv Therapeutics Inc.

Decrease/(Increase) in vTv Therapeutics Inc.

accumulated deficit for purchase of LLC Units as a result of common stock issuances — ( 1,061 ) ( 5,084 )

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MacAndrews & Forbes Incorporated

MacAndrews directly or indirectly controls 23,084,267 shares of Class B common stock.

Further, as of December 31, 2022, MacAndrews directly or indirectly holds 36,519,212 shares of the Company’s Class A common stock.

As a result, MacAndrews’ holdings represent approximately 57.0 % of the combined voting power of the Company’s outstanding common stock.

As of December 31, 2023, MacAndrews directly or indirectly controlled 577,108 shares of Class B common stock and directly or indirectly held 912,982 shares of the Company’s Class A common stock.

As a result, as of December 31, 2023 MacAndrews’ holdings represented approximately 56.0 % of the combined voting power of the Company’s outstanding common stock.

The Company has entered into several agreements with MacAndrews or its affiliates as further detailed below:

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The commitment period of each of the Letter Agreements has now expired.

In addition, in connection with and as a commitment fee for the entrance into certain of these Letter Agreements, the Company also issued MacAndrews warrants (the “Letter Agreement Warrants”) to purchase additional shares of the Company’s Class A common stock.

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In addition, in connection with and as a commitment fee for the entrance into certain of these Letter Agreements, the Company also issued the Letter Agreement Warrants to purchase additional shares of the Company’s Class A common stock.

Certain terms of these Letter Agreements are set forth in the tables below:

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The December 11, 2018, March 18, 2019, September 26, 2019, and December 23, 2019 Letter Agreements resulted in a deemed distribution to MacAndrews as the fair value of the financial instruments issued to MacAndrews exceeded the fair value of the financial instrument received by the Company.

This deemed distribution has been reflected as a reduction to the net loss attributable to common shareholders of vTv Therapeutics Inc.

for computing net loss per share.

Exchange Agreement

Pursuant to the terms of the Exchange Agreement, but subject to the Amended and Restated LLC Agreement of vTv Therapeutics LLC, the vTv Units (along with a corresponding number of shares of the Class B common stock) are exchangeable for (i) shares of the Class A common stock on a one -for-one basis or (ii) cash (based on the fair market value of the Company’s Class A common stock as determined pursuant to the Exchange Agreement), at the Company’s option (as the managing member of vTv Therapeutics LLC), subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.

Pursuant to the terms of the Exchange Agreement, but subject to the Amended and Restated LLC Agreement of vTv Therapeutics LLC, the vTv Units (along with a corresponding number of shares of the Class B common stock) are exchangeable for (i) shares of the Company's Class A common stock on a one -for-one basis or (ii) cash (based on the fair market value of the Company’s Class A common stock as determined pursuant to the Exchange Agreement), at the Company’s option (as the managing member of vTv Therapeutics LLC), subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.

Any decision to require an exchange for cash rather than shares of Class A common stock will ultimately be determined by the entire Board of Directors.

As of December 31, 2022, MacAndrews has not exchanged any shares under the provisions of this agreement.

As of December 31, 2023, MacAndrews had not exchanged any shares under the provisions of the Exchange Agreement.

Tax Receivable Agreement

The Tax Receivable Agreement among the Company, M&F TTP Holdings Two LLC, as successor in interest to vTv Therapeutics Holdings (“M&F”) and M&F TTP Holdings LLC provides for the payment by the Company to M&F (or certain of its transferees or other assignees) of 85 % of the amount of cash savings, if any, in U.S.

The Company and MacAndrews are party to a tax receivable agreement (the "Tax Receivable Agreement"), which provides for the payment by the Company, M&F TTP Holdings Two LLC, as successor in interest to vTv Therapeutics Holdings (“M&F”) and M&F TTP Holdings LLC provides for the payment by the Company to M&F (or certain of its transferees or other assignees) of 85 % of the amount of cash savings, if any, in U.S.

federal, state and local income tax or franchise tax that the Company actually realizes (or, in some circumstances, the Company is deemed to realize) as a result of (a) the exchange of Class B common stock, together with the corresponding number of vTv Units, for shares of the Company’s Class A common stock (or for cash), (b) tax benefits related to imputed interest deemed to be paid by the Company as a result of the Tax Receivable Agreement and (c) certain tax benefits attributable to payments under the Tax Receivable Agreement.

As no shares have been exchanged by MacAndrews pursuant to the Exchange Agreement (discussed above), the Company has not recognized any liability nor has it made any payments pursuant to the Tax Receivable Agreement as of December 31, 2023.

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Investor Rights Agreement

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Under the Investor Rights Agreement, M&F was initially entitled to nominate a majority of the members of the Board of Directors and designate the members of the committees of the Board of Directors.

The Investor Rights Agreement was amended on February 27, 2024 to alter M&F

governance rights that now entitles M&F the right to designate two members of our Board of Directors, and as part of the Private Placement, the Private Placement Investors have rights to designate three members of our Board of Directors, making it more difficult for a third party to acquire control of our Board.

The agreement with the Private Placement Investors also provides that five of our directors must approve certain actions including any acquisition by a third party, which makes it more difficult for our Board of Directors to approve such a transaction.

G42 Investments

On May 31, 2022, the Company entered into a common stock purchase agreement with to G42 Investments pursuant to which the Company sold to G42 Investments 10,386,274 shares of the Company’s Class A common stock at a price per share of approximately $ 2.41 , for an aggregate purchase price of $ 25.0 million, which was paid (i) $ 12.5 million in cash at the closing and (ii) $ 12.5 million in the form of a promissory note of G42 Investments to be paid on May 31, 2023 (the “G42 Promissory Note”).

On May 31, 2022, the Company entered into a common stock purchase agreement with to G42 Investments pursuant to which the Company sold to G42 Investments 259,657 shares of the Company’s Class A common stock at a price per share of approximately $ 96.40 , for an aggregate purchase price of $ 25.0 million, which was paid (i) $ 12.5 million in cash at the closing and (ii) $ 12.5 million in the form of a promissory note of G42 Investments to be paid on May 31, 2023.

As part of the G42 Purchase Agreement, G42 Investments put forward a director as appointee and the Company’s board of directors appointed the new director to the Company’s board on July 11, 2022.

On February 28, 2023, the Company and G42 Investments entered into an amendment of the common stock purchase agreement pursuant to which G42 Investments agreed to accelerate payment of the amount due under the promissory note.

On February 28, 2023, the Company received $ 12.0 million from G42 Investments, which represented a 3.75 % discount to the full amount due under the promissory note, in full and final satisfaction of the promissory note.

On February 28, 2023, the Company received $ 12.0 million from G42 Investments, which represented a 3.75 % discount to the full amount due under the G42 Promissory Note, in full and final satisfaction of the promissory note, resulting in a loss of $ 0.3 million and was recognized as a component of other (expense)/income in the Company’s Consolidated Statements of Operations.

CinRx Pharma, LLC

Master Services Agreement

On July 22, 2022, the Company entered into a Master Services Agreement with CinRx Pharma, LLC (“CinRx”) (the “CinRx MSA”).

On July 22, 2022, the Company entered into the CinRx MSA with CinRx.

Under the CinRx MSA, CinRx provides the Company with consulting and clinical trial services, as enumerated in project proposals negotiated between the Company and CinRx from time to time.

As of October 10, 2022, the Company has agreed to pay CinRx fees of up to $ 0.2 million per month until approximately December 2024 in respect of ongoing agreed project proposals under the CinRx MSA, plus out-of-pocket expenses incurred by CinRx on the Company’s behalf.

As of October 10, 2022, the Company agreed to pay CinRx fees of up to $ 0.2 million per month until approximately December 2024 in respect of ongoing agreed project proposals under the CinRx MSA, plus out-of-pocket expenses incurred by CinRx on the Company’s behalf.

Jonathan Isaacsohn, who was appointed as chair of the Company’s board of directors on August 9, 2022, is the President and Chief Executive Officer of CinRx.

CinPax, LLC, a subsidiary of CinRx, currently holds 4,154,549 shares of the Company’s Class A common stock.

CinPax, a subsidiary of CinRx, currently holds 103,864 shares of the Company’s Class A common stock.

Employee Benefit Plan

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The Company contributed a de minimis amount to the plan for the year ended December 31, 2022.

From August 1, 2015, vTv Therapeutics Inc.

has been subject to U.S.

The Company is subject to U.S.

federal income taxes as well as state taxes.

The Company recorded an income tax provision of $ 0.2 million and $ 0.1 million for the years ended December 31, 2022 and 2021, respectively, representing foreign withholding taxes incurred in connection with payments received under license agreements with foreign entities.

The Company did not record an income tax provision for the year ended December 31, 2023.

The Company's income tax provision for the year ended December 31, 2022 and 2021 was $ 0.2 million and $ 0.1 million, respectively, representing foreign withholding taxes incurred in connection with payments received under license agreements with foreign entities.

Management has evaluated the positive and negative evidence surrounding the realization of its deferred tax assets, including the Company’s history of losses, and under the applicable accounting standards determined that it is more likely than not that the deferred tax assets will not be realized.

The difference between the effective tax rate of the Company and the U.S.

statutory tax rate of 21% on December 31, 2023 is due to the valuation allowance against the Company’s expected net operating losses .

As discussed in Note 14, the Company is party to a tax receivable agreement with a related party which provides for the payment by the Company to M&F (or certain of its transferees or other assignees) of 85 % of the amount of cash savings, if any, in U.S.

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In August 2022, the Inflation Reduction Act (“IRA”) and CHIPS and Science Act (“CHIPS Act”) were both enacted.

This new legislation includes the implementation of a new corporate alternative minimum tax, an excise tax on stock buybacks, and tax incentives for energy and climate initiatives, among other provisions.

The income tax provisions of the

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IRA or the CHIPS Act had limited applicability to the Company and did not have a material impact on the Company’s consolidated financial statements.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was enacted in response to COVID-19 pandemic.

Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted.

The CARES Act made various tax law changes including among other things (i) increased the limitation under IRC Section 163(j) for 2019 and 2020 to permit additional expensing of interest, (ii) enacted a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) made modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes, and (iv) enhanced recoverability of AMT tax credits.

Given the Company’s full valuation allowance position, the CARES Act did not have a material impact on the financial statements.

This new legislation includes the implementation of a new corporate alternative minimum tax, an excise tax on stock

buybacks, and tax incentives for energy and climate initiatives, among other provisions.

The income tax provisions of the IRA or the CHIPS Act had limited applicability to the Company and did not have a material impact on the Company’s consolidated financial statements.

A reconciliation of the U.S.

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Charitable contributions 3 3

Capital loss carryforward 380 —

Total deferred tax assets 29,042 24,450

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The Company has federal research and development tax credits of $ 2.2 million which expire in varying amounts starting in 2035 to 2043.

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The Company applies applicable authoritative guidance which prescribes a comprehensive model for the manner in which a company should recognize, measure, present and disclose in its financial statements all material uncertain tax positions that the Company has taken or expects to take on a tax return.

The Company has federal capital loss carryforwards of $ 1.8 million which expire in 2028.

The Company applies applicable authoritative guidance which prescribes a comprehensive model for the manner in which a company should recognize, measure, present and disclose in its consolidated financial statements all material uncertain tax positions that the Company has taken or expects to take on a tax return.

As of December 31, 2023, the Company had no uncertain tax positions.

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The Company files U.S.

federal, California, New York, North Carolina and Virginia tax returns.

federal, New York, North Carolina and Virginia tax returns.

The earliest open tax years that are still subject to examination by the IRS and the aforementioned state tax authorities are 2019 to 2023.

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In addition, the Company recorded $ 0.5 million and $ 0.2 million in severance and consulting fees respectively during the year ended December 31, 2021, on the Company’s Consolidated Statements of Operations.

In December 2021, the Company announced a strategic decision to prioritize the development of its lead program TTP399 , a novel, oral, liver-selective glucokinase activator.

In December 2021, the Company announced a strategic decision to prioritize the development of its lead program cadisegliatin , a novel, oral, liver-selective glucokinase activator.

This decision included a reduction in the Company’s workforce affecting approximately 65 % of its employees, and as a result the Company recognized severance and benefits costs of $ 1.6 million on the Consolidated Statement of Operations during the year ended December 31, 2021.

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Diluted loss per share is computed giving effect to all potentially dilutive shares.

Diluted loss per share for the years ended December 31, 2022, 2021 and 2020 is the same as basic loss per share as the inclusion of potentially issuable shares would be antidilutive.

Diluted loss per share for all periods presented is the same as basic loss per share as the inclusion of potentially issuable shares would be antidilutive.

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of Class A common stock is as follows (amounts in thousands, except per share amounts):

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Class A common stock, basic and diluted (*) $ ( 9.71 ) $ ( 9.98 ) $ ( 8.29 )

(*) Adjusted retroactively for reverse stock split, see Note 1

Potentially dilutive securities not included in the calculation of dilutive net loss per share are as follows:

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Year Ended December 31,

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Total (*) 903,141 866,294 804,083

(*) Adjusted retroactively for reverse stock split, see Note 1

________________________________________________

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The carrying amount of certain of the Company’s financial instruments, including cash and cash equivalents, net accounts receivable, note receivable, accounts payable and other accrued liabilities approximate fair value due to their short-term nature.

The Company determined that the promissory note receivable was level 2 and the fair value measurement was based on the market yield curves .

The Company measures the value of its equity investments without readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment.

During the year ended December 31, 2021, Reneo completed its initial public offering.

As a result, the fair value of the Company’s investment in Reneo’s common stock now has a readily determinable market value and is no longer eligible for the practical expedient for investments without readily determinable fair market values.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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This determination requires significant judgments .

The Company determined that the G42 Promissory Note receivable was level 2 and the fair value measurement was based on the market yield curves .

The following table summarizes the conclusions reached regarding fair value measurements as of December 31, 2023, 2022 and 2021 (in thousands):

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(Level 2) Significant Unobservable

Equity securities with readily determinable fair value $ 1,343 $ 1,343 $ — $ —

Total $ 1,343 $ 1,343 $ — $ —

Warrant liability, related party (1)

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_____________________________

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(1) Fair value determined using the Black-Scholes option pricing model.

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Increases (decreases) in the estimates of the Company’s annual volatility would increase (decrease) the liability and an increase (decrease) in the annual risk-free rate would increase (decrease) the liability.

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Subsequent Events

On February 28, 2023, the Company and G42 Investments amended the G42 Purchase Agreement and modified the G42 Promissory Note to accelerate the payment due under the note.

Private Placement of Class A Common Shares and Pre-Funded Warrants

On February 27, 2024, we entered into a securities purchase agreement with certain institutional accredited investors, pursuant to which we agreed to issue and sell to the Private Placement Investors in a private placement (the “Private

Placement”) (i) an aggregate of 464,377 shares of our Class A common stock, at a purchase price of $ 11.81 per share, and (ii) pre-funded warrants to purchase up to an aggregate of 3,853,997 shares of our Class A common stock at a purchase price of $ 11.80 per Private Placement Pre-Funded Warrant (representing the $ 11.81 per Private Placement Share purchase price less the exercise price of $ 0.01 per Private Placement Warrant Share).

We received aggregate gross proceeds from the Private Placement of approximately $ 51.0 million, before deducting offering expenses payable by us.

The Private Placement Pre-Funded Warrants are exercisable at any time after their original issuance and will not expire.

On March 5, 2024, the Company entered into a letter agreement with the Private Placement Investors pursuant to which the Private Placement Investors agreed to exchange an aggregate of 116,493 Private Placement Shares for an aggregate of 116,590 Private Placement Pre-Funded Warrants.

On February 28, 2024, we entered into a sales agreement (the "TD Cowen Sales Agreement") with Cowen and Company, LLC (“TD Cowen”), pursuant to which we may offer and sell, from time to time, through or to TD Cowen, as sales agent or principal, shares of our Class A common stock, having an aggregate offering price of up to $ 50.0 million (the “TD Cowen ATM Offering”).

Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered on the registration statement relating to the TD Cowen ATM Offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $ 75.0 million.

Under the terms of the TD Cowen Sales Agreement, we will pay TD Cowen a commission of 3.0 % of the aggregate proceeds from the sale of shares and reimburse certain legal fees or other disbursements .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures