What changed in this filing

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Item 9A. Controls and Procedures

2025-03-20 compared with 2024-03-13 · 259 added, 286 removed, 852 unchanged (39% of the section changed)

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Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024.

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, 2024, we maintained effective internal control over financial reporting.

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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.”

None of the Company's directors or Section 16 reporting officers adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 or Regulation S-K) during the quarter ended December 31, 2024.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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(a)(3) List of Exhibits

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.

1.1 Sales Agreement, dated February 28, 2024, by and between vTv Therapeutics Inc.

and Cowen and Company, LLC (incorporated by reference from Exhibit 1.1 to the Company’s Form 8-K, filed February 28, 2024 (File No.

3.1 Amended and Restated Certificate of Incorporation dated July 29 , 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.

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.

3.3 Certificate of Amendment of Certificate of Incorporation dated as of November 20, 2023 (incorporated by reference from Exhibit 3.3 to the Company’s Form 10-K, filed March 13, 2024 (File No.

001-37524)) .

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.

4.1 Form of Warrant to Purchase Class A Common Stock (incorporated by reference from Exhibit 4.1 to the Company’s Form 10-K, filed February 24, 2017 (File No.

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

C ommon Stock Purchase Warrant dated July 30, 2018.

A mendment to Common Stock Purchase Warrant dated October 26, 2018 .

4.3 Form of Warrant Agreement dated December 11, 2018 (incorporated by reference from Exhibit 4.4 to the Company’s Form 10-K, filed March 13, 2024 (File No.

4.4 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.

4.6 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 )).

4.5 Form of Pre-Funded Warrant (incorporated by reference from Exhibit 4.1 to the Company's 8-K, filed February 28, 2024 (File No.

Description of Capital Stock.

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Form of Nonqualified Option Award Agreement (incorporated by reference from Exhibit 10.7 to the Company’s Form 8-K, filed August 4, 2015 (File No.

vTv Therapeutics Inc.

2024 Equity Incentive Plan (incorporated by reference from Exhibit 4.5 to the Company’s Registration Statement on Form S-8, dated September 23, 2024 (File No.

333-282290)).

Agreement Concerning Glucokinase Activator Project, dated as of February 20, 2007, by and between Novo Nordisk A/S and TransTech Pharma, Inc.

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333-204951)).

License and Research Agreement, dated as of December 21, 2017, by and between Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd.

And vTv Therapeutics LLC (incorporated by reference from Exhibit 10.19 to the Company’s Form 10-K, filed February 27, 2018 (File No.

License and Research Agreement, dated as of December 21, 2017, by and between Reneo Pharmaceuticals, Inc.

and vTv Therapeutics LLC (incorporated by reference from Exhibit 10.20 to the Company’s Form 10-K, filed February 27, 2018 (File No.

License Agreement, dated as of May 31, 2018, by and between Newsoara Biopharma Co., Ltd.

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

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

and Cantor Fitzgerald & Co.

(incorporated by reference from Exhibit 1.1 to the Company’s Form 8-K, filed on April 24, 2020 (File No.

10.12 First Amendment to vTv Therapeutics Inc.

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333-240304)).

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

and vTv Therapeutics LLC.

First Amendment to License Agreement, dated as of January 14, 2021, by and between Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd.

And vTv Therapeutics LLC.

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

Nelson (incorporated by reference from Exhibit 10.2 to the Company’s Form 10-Q, filed May 12, 2022 (File No.

10.13 Common Stock Purchase Agreement, dated as of May 31, 2022, by and between vTv Therapeutics Inc.

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10.20 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.

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

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10.22 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.

and the investors party thereto (incorporated by reference from Exhibit 10.2 to the Company's 8-K, filed February 28, 2024 (File No.

10.23 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.

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.

10.24 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.

10.25 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.

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.

First Amendment to License Agreement, dated as of November 11, 2 020 , by and between Newsoara Biopharma Co., Ltd., and vTv Therapeutics LLC .

S econ d Amendment to License Agre ement , dated as of June 24, 2024, b y and be tween Newsoara Bi opharma C o ., L td ., and vTv Therapeutics LLC .

Securities Trading Policy of vTv Therapeutics Inc.

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

97.1 Clawback Policy dated as of October 2, 2023 (incorporated by reference from Exhibit 97.1 to the Company’s Form 10-K, filed March 13, 2024 (File No.

101* The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language):

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VTV THERAPEUTICS INC.

President and Chief Executive Officer

President, Chief Executive Officer and Executive Chairperson

/s/ Steven Tuch

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Steven Tuch (Principal Financial Officer)

Fry Director March 13, 2024

/s/ Keith Harris Director March 13, 2024

/s/ Howard L.

Weiner Director March 13, 2024

Director March 20, 2025

/s/ Daniel K.

Director March 20, 2025

/s/ Richard Nelson Director and Executive Vice President, Corporate Development March 20, 2025

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Consolidated Statements of Operations for the Years Ended December 31, 2024 , 2023 and 2022

Consolidated Statements of Changes in Redeemable Noncontrolling Interest and Stockholders’ Deficit for the Years Ended December 31, 2023 , 2022 and 2021

Consolidated Statements of Changes in Redeemable Noncontrolling Interest and Stockholders’ Equity (Deficit) for the Years Ended December 31, 2024 , 2023 and 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 , 2023 and 2022

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We have audited the accompanying consolidated balance sheets of vTv Therapeutics Inc.

(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”).

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in redeemable noncontrolling interest and stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, 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 suffered recurring losses from operations, has a working capital deficiency, 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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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.

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 vendors, as well as tested invoices received from clinical vendors subsequent to the balance sheet date.

/s/ Ernst & Young LLP

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Accounts receivable, net 62 102

Promissory note receivable — 12,243

Prepaid expenses and other current assets 1,220 1,044

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Operating lease right-of-use assets 125 244

Long-term investments — 5,588

Total assets $ 38,266 $ 11,018

Liabilities, Redeemable Noncontrolling Interest and Stockholders’ Deficit

Liabilities, Redeemable Noncontrolling Interest and Stockholders’ Equity (Deficit)

Current liabilities:

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Warrant liability, related party 57 110

Warrant liability 43 —

Total liabilities 23,965 29,567

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Redeemable noncontrolling interest — 6,131

Stockholders’ deficit:

Stockholders’ equity (deficit):

Class A common stock, $ 0.01 par value;

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

200,000,000 shares authorized, 2,612,257 and 2,084,973 shares outstanding as of December 31, 2024 and 2023, respectively

Class B common stock, $ 0.01 par value;

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Accumulated deficit ( 299,718 ) ( 281,042 )

Total stockholders’ deficit attributable to vTv Therapeutics Inc.

Total stockholders’ equity (deficit) attributable to vTv Therapeutics Inc.

12,199 ( 24,680 )

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

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

Noncontrolling interest 2,102 —

Total stockholders’ equity (deficit) 14,301 ( 24,680 )

Total liabilities, redeemable noncontrolling interest and stockholders’ equity (deficit) $ 38,266 $ 11,018

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

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Operating loss ( 24,180 ) ( 25,502 ) ( 22,540 )

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

Other income – related party 574 946 1,609

Other income (expense), net 160 ( 1,497 ) ( 3,616 )

Other (expense) income – related party ( 150 ) 574 946

Interest income 1,565 472 352

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Class A common stock, basic and diluted 5,771,052 2,084,973 1,919,788

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

(*) Adjusted retroactively for reverse stock split

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

vTv Therapeutics Inc.

Consolidated Statements of Changes in Redeemable Noncontrolling Interest and Stockholders’ Deficit

Consolidated Statements of Changes in Redeemable Noncontrolling Interest and Stockholders’ Equity (Deficit)

(in thousands, except share data)

For the twelve months ended December 31, 2023

Class A Common Stock Class B Common Stock

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Interest Shares Amount Shares Amount Additional

Capital (*) Accumulated Deficit Total Stockholders' Deficit

Balances at December 31, 2020 $ 83,895 1,399,160 $ 14 577,358 $ 6 $ 209,914 $ ( 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 — 223,221 2 — — 17,668 — 17,670

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

Exercise of stock options — 519 — — — 47 — 47

Issuance of Class A common stock under LPC Agreement — 98,543 1 — — 9,086 — 9,087

Change in redemption value of noncontrolling interest ( 54,189 ) — — — — — 54,189 54,189

Capital Accumulated Deficit Total vTv Therapeutics Inc Stockholders’ Equity (Deficit) Noncontrolling

Interest Total Stockholders' Equity (Deficit)

Balances at December 31, 2021 $ 24,962 1,721,452 $ 17 577,349 $ 6 $ 239,071 $ ( 248,834 ) $ ( 9,740 ) $ — $ ( 9,740 )

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

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

Net loss attributable to vTv Therapeutics Inc.

— — — — — — ( 18,462 ) ( 18,462 ) — ( 18,462 )

Net loss attributable to redeemable noncontrolling interest (*)

( 1,085 ) — — — — — — — — —

Change in redemption value of redeemable noncontrolling interest 214 — — — — — ( 214 ) ( 214 ) — ( 214 )

Reclassification of redeemable noncontrolling interest to permanent equity (See Note 12) ( 5,260 ) — — — — — — — 5,260 5,260

Share-based compensation — — — — — 2,757 — 2,757 — 2,757

Issuance of Class A common stock and pre-funded warrants, net offering costs — 347,884 3 — — 50,332 — 50,335 — 50,335

Issuance of Class A Common Stock under ATM offering — 179,400 2 — — 2,461 — 2,463 — 2,463

Net loss attributable to noncontrolling interest — — — — — — — — ( 3,158 ) ( 3,158 )

Balances at December 31, 2024 $ — 2,612,257 $ 26 577,349 $ 6 $ 311,885 $ ( 299,718 ) $ 12,199 $ 2,102 $ 14,301

(*) Allocation of NCI net loss was a result from the reclassification to permanent equity on February 27, 2024 (See Note 12)

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

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Change in fair value of warrants, related party 150 ( 574 ) ( 946 )

Change in fair value of warrants ( 160 ) — —

Changes in assets and liabilities:

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Cash flows from financing activities:

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

Proceeds from issuance of Class A common stock, net of offering costs 2,463 — —

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

Proceeds from sale of Class A common stock and warrants, net of offering costs — — 9,746

Proceeds from issuance of Class A common stock, net of offering costs — — 26,757

Proceeds from exercise of stock options — — 47

Proceeds from debt issuance — 566 776

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Net cash provided by financing activities 52,607 11,997 14,754

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

Net increase (decrease) in cash, cash equivalents 27,300 ( 2,680 ) ( 1,289 )

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

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Change in redemption value of noncontrolling interest $ ( 214 ) $ ( 4,732 ) $ ( 2,474 )

Reclassification of noncontrolling interest to additional paid-in capital $ 5,260 $ — $ —

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

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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 and inflammatory diseases to minimize their long-term complications and improve the lives of patients.

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

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.

The assets and liabilities of vTv LLC represent substantially all of the Company's consolidated assets and liabilities with the exception of the Warrants and $ 29.2 million of cash and cash equivalents.

Various holders own non-voting interests in vTv LLC, representing a 18.1 % economic interest in vTv LLC, effectively restricting vTv Therapeutics Inc.’s interest to 81.9 % 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.

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 per share (the “Class B common stock”)) for shares of Class A common stock (or cash) pursuant to the Exchange Agreement (as defined in Note 13).

vTv Therapeutics Inc.

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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”).

entered into a common stock purchase agreement with G42 Investments AI Holding RSC Ltd (“G42 Investments”) (the “G42 Purchase Agreement”), 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 Securities Purchase Agreement with Private Placement Investors and the sales agreement with Cowen and Company, LLC (“TD Cowen”) (“TD Cowen Sales Agreement”).

vTv Therapeutics Inc.

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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.

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 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 .

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Currently no shares of preferred stock are outstanding.

Going Concern

Going Concern and Liquidity

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

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As of December 31, 2024, the Company's liquidity sources included cash and cash equivalents of $ 36.7 million.

To meet our future funding requirements into the first quarter of 2026 , including funding the ongoing and future clinical trials of cadisegliatin ( TTP399 ), we are evaluating several financing strategies, including direct equity investments and the potential licensing and monetization of other Company programs.

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).

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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.

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 the TD Cowen Sales Agreement, 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.

On September 17, 2024, the

Company sold 179,400 shares of Class A common stock under the TD Cowen ATM Offering for net proceeds of $ 2.5 million.

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.

Summary of Significant Accounting Policies

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Actual results could differ from those estimates.

On an ongoing basis, the Company evaluates its estimates, including those related to the grant date fair value of equity awards, the fair value of warrants to purchase shares of its Class A common stock, the fair value of its Class B common stock, the useful lives of property and equipment and the fair value of the Company’s debt, among others.

On an ongoing basis, the Company evaluates its estimates, including those related to the grant date fair value of equity awards, the fair value of warrants to purchase shares of its Class A common stock, the useful lives of property and equipment and the fair value of the Company’s debt, among others.

The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable, the results of which form the basis for making judgments about the carrying value of assets and liabilities.

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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.

Two collaboration partners represented 100 % of the revenue earned during the year ended December 31, 2024 and was attributable from the satisfaction of a development milestone from the Newsoara License Agreement and the satisfaction of a performance obligation from the First Huadong Amendment (as defined herein).

One collaboration partner represented 100 % of the revenue during the year ended December 31, 2022.

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

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Maintenance and repairs are expensed as incurred.

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 related lease.

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

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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Asset Category Useful Life (in years)

Laboratory equipment 7

Computers and hardware 3 - 5

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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 (expense) income, net on the Consolidated Statements of Operations.

Gains and losses are recorded in other income (expense), 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.

The Company has elected to measure 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 .

As of December 31, 2024, the Company has no investments.

Revenue Recognition

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Noncontrolling Interest

The Company records the redeemable noncontrolling interest represented by the vTv Units and the Class B common stock at the higher of (1) its initial fair value plus accumulated earnings/losses associated with the noncontrolling interest or (2) the redemption value as of the balance sheet date.

See discussion and additional detail of the redeemable noncontrolling interest at Note 13.

Non-controlling interests have been recorded to reflect the various holders of non-voting interests in vTv LLC, representing an 18.1 % economic interest.

This non-controlling interest is presented as a separate component of equity in the consolidated balance sheets and as a loss in the consolidated statements of operations.

Prior to February 27, 2024, the Company recorded the noncontrolling interest represented by the vTv Units and the Class B common stock at the higher of (1) its initial fair value plus accumulated earnings/losses associated with the noncontrolling interest or (2) the redemption value as of the balance sheet date.

See discussion and additional detail of the noncontrolling interest at Note 12.

Segment and Geographic Information

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The Company’s CODM is its President and Chief Executive Officer.

All of the Company's principal operations, assets, and decision-making functions are based in the U.S., and as a result, all of our financial information is derived from domestic sources.

The Company’s business operates in one reportable segment comprised of one operating segment.

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Due to a lack of historical exercise data, the Company estimates the expected life of its outstanding stock options using the simplified method specified under Staff Accounting Bulletin Topic 14.D.2.

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.

exercise rights for vested shares that may extend past the termination date as provided for in the participant’s applicable option award agreement.

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.

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The Company does not have any components of other comprehensive income recorded within its Consolidated Financial Statements, and, therefore, does not separately present a statement of comprehensive income in its Consolidated Financial Statements.

Recently Issued Accounting Pronouncements

Fair Value Measurements:

In June 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

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.

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

Early adoption is permitted.

The Company has assessed ASU 2022-03 and early adopted the guidance during the second quarter of 2022.

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

Recently Issued Accounting Pronouncements Not Yet Adopted

Accounting Pronouncements Adopted During the Current Year

Segment Reporting :

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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.

For public entities, the provisions within ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and for interim periods of fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023-07 effective December 31, 2024, on a retrospective basis.

The adoption of 2023-07 did not change the way that the Company identifies its reportable segments and, as a result, did not have a material impact on the Company’s segment-related disclosures.

Refer to Note 14 for further information on the Company's reportable segment.

Recently Issued Accounting Pronouncements Not Yet Adopted

Income Taxes :

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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.

Disaggregation of Income Statement Expenses:

In November 2024, the FASB issued ASU No.

2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures:

Disaggregation of Income Statement Expenses” .

This guidance requires disclosures about significant expense categories, including but not limited to, inventory purchases, employee compensation, depreciation, amortization, and selling expenses .

This amendment is effective for our annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

We are currently assessing the impact of this guidance on our disclosures.

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”), 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").

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, 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.

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

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.

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 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 .

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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 .

The results of each party’s clinical trials may 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.

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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.

In determining the fair value of the Class A common stock issued to G42 Investments, the Company considered the closing price of the common stock on the effective date.

The Company did not make an adjustment to the fair value for sale restrictions on the stock in accordance with guidance recently adopted in ASU 2022-03.

See the “Recently Issued Accounting Guidance” in this 10-K for details of the ASU.

Accordingly, the Company determined that cash consideration of $ 5.7 million should be recorded as fair value of the Class A common stock at the effective date, utilizing the Class A common stock closing price of $ 22.04 at the effective date.

A premium was paid on the Class A common stock by G42 Investments of $ 18.7 million, net of a note receivable discount of $ 0.6 million.

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The performance obligation under the agreements that fall within the ASC 808 unit of account are concentrated in the clinical trials.

As of December 31, 2023, the clinical trials had not commenced.

As of December 31, 2024, the clinical trials had not

Accordingly, no collaboration revenue was recognized for the ASC 808 unit of account during the year ended December 31, 2024.

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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 years ended December 31, 2024 and 2023 .

Reneo License Agreement

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.

The Company is eligible to receive additional potential development, regulatory and sales-based milestone payments totaling up to $ 94.5 million.

In addition, Reneo is obligated to pay the Company royalty payments at mid-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 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.

As additional consideration, the Company has also received common stock and certain participation rights representing a minority equity interest in Reneo.

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

In accordance with ASC 606, the Company identified all of the performance obligations at the inception of the Reneo License Agreement.

The significant obligations were determined to be the license and the technology transfer services.

The Company has determined that the license and technology transfer services represent a single performance obligation because they were not capable of being distinct on their own.

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

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.

As of December 31, 2019, revenue allocated to this performance obligation was fully recognized.

During the year ended December 31, 2021, $ 2.0 million of revenue was recognized 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, 2021, as the related performance obligation was fully satisfied.

The remaining milestone payments that the Company is eligible to receive have not been included in the transaction price as of December 31, 2023, as it is not considered probable that such payments will be received.

On February 27, 2024, the Company and G42 Investments further amended the G42 Purchase Agreement in connection with the Private Placement.

Huadong License Agreement

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

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 was 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 had received regulatory approval for a central nervous system indication.

In addition, the Company was 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.

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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 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 discernible pattern in which the technology transfer services would be provided during the transfer service period.

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No revenue related to this combined performance obligation was recognized during the year ended December 31, 2024.

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.

A portion of the transaction price was 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.

The revenue was recognized using the proportional performance model over the period of the Company’s participation on the JDC.

An immaterial amount of revenue for this performance obligation was recognized during the years ended December 31, 2024 and 2022.

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

The full transaction price has been recognized as of December 31, 2024.

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.

The termination of the Agreement was effective September 1, 2024.

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.

On June 26, 2024, the Company entered into the second amendment to the Newsoara License Agreement (the “Second Newsoara Amendment”) which expanded the global license contingent upon Newsoara paying an upfront global rights fee (the “Upfront Fees”) of $ 20.0 million.

Newsoara has up to one year from the date of the Second Newsoara Amendment to pay the Upfront Fees;

if it fails to do so, then the Second Newsoara Amendment will be null and void.

As amended, the Company is eligible to receive additional potential development, regulatory and sales-based milestone payments totaling up to $ 76.5 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.

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

There are no new performance obligations to be considered within the Second Newsoara Amendment.

The Second Amendment has a potential impact to increase the transaction price by $ 20.0 million.

If the Company receives the Upfront Fees, $ 20.0 million of revenue will be recognized at a point in time.

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 significant obligations were determined to be the license and the technology transfer services.

The Company has determined that the license and technology transfer services represent a single performance obligation because they were not capable of being distinct on their own.

The Company determined that the license and technology transfer services represent a single performance obligation because they were not capable of being distinct on their own.

The transaction price has been fully allocated to this combined performance obligation and the related revenue was recognized during the year ended December 31, 2018.

During the year ended December 31, 2021, the transaction price for this performance obligation was increased by $ 1.0 million due to the satisfaction of development milestones under the license agreement.

This amount was fully recognized as revenue during the year ended December 31, 2021, as the related performance obligations have been fully satisfied.

In the first quarter of 2024, the transaction price for this performance obligation was increased by $ 1.0 million due to the satisfaction of a development milestone under the Newsoara License Agreement.

This amount was fully recognized as revenue during the year ended December 31, 2024, as the related performance obligation was fully satisfied.

No revenue related to this performance obligation was recognized and there were no changes to the transaction price during the years ended December 31, 2023 and 2022.

The remaining milestone payments that the Company is eligible to receive have not been included in the transaction price as of December 31, 2024, as it is not considered probable that such payments will be received.

Anteris License Agreement

On December 11, 2020, the Company entered into a license agreement with Anteris Bio, Inc.

(“Anteris”) (the “Anteris License Agreement”), under which Anteris obtained a worldwide, exclusive and sublicensable license to develop and commercialize the Company’s Nrf2 activator, HPP971 .

Under the terms of the Anteris License Agreement, Anteris paid the Company an initial license fee of $ 2.0 million.

The Company is eligible to receive additional potential development, regulatory, and sales-based milestone payments totaling up to $ 151.0 million.

Anteris is also obligated to pay vTv royalty payments at a double-digit rate based on annual net sales of licensed products.

Such royalties will be payable on a licensed product-by-licensed product 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.

As additional consideration, the Company received preferred stock representing a minority ownership interest in Anteris.

Pursuant to the terms of the Anteris License Agreement, the Company was required to provide technology transfer services for a 30 day period after the effective date.

In accordance with ASC 606, the Company identified all of the performance obligations at the inception of the Anteris License Agreement.

The significant obligations were determined to be the license and the technology transfer services.

The Company has determined that the license and technology transfer services represent a single performance obligation because they were not capable of being distinct on their own.

The transaction price has been fully allocated to this combined performance obligation and consisted of the $ 2.0 million initial license payment as well as the fair value of the equity interest received in Anteris of $ 4.2 million.

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.

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 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 cadisegliatin 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 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.

Contract Liabilities

December 31, 2024 December 31, 2023

Current portion of contract liabilities $ — $ 17

Contract liabilities, net of current portion 18,669 18,669

Total contract liabilities $ 18,669 $ 18,686

Changes in short-term and long-term contract liabilities for the year ended December 31, 2024, were as follows:

Contract Liabilities

Balance on January 1, 2024 18,686

Reclassification of the beginning contract liabilities to revenue, as the result of performance obligations satisfied ( 17 )

Balance on December 31, 2024 $ 18,669

The change in the Company’s contract liabilities for the year ended December 31, 2024, was primarily due to the deferred revenue related to the Huadong Agreement.

Share-Based Compensation

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.

The Company has issued non-qualified stock option awards to management, other key employees, consultants, and nonemployee directors and these options vest ratably over a four-year period.

In addition, we issued options in connection with the private placement on February 27, 2024, that vest ratably over a three-year period.

The option awards expire after a term of ten years from the date of grant.

For the years ended December 31, 2024, 2023 and 2022, the Company recognized $ 2.8 million, $ 1.6 million and $ 1.3 million, respectively, of compensation expense related to share-based awards.

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The total fair value of stock options vested during the years ended December 31, 2024, 2023 and 2022 was $ 2.9 million, $ 2.2 million and $ 1.5 million, respectively.

On February 23, 2024, in connection with the Private Placement, several directors resigned as members of the Company’s Board of Directors, effective on the closing of the Private Placement.

As a result of their resignations, 14,340 stock options to purchase shares of common stock were modified to increase the time period to exercise the options and 7,590 stock options to purchase shares of common stock were modified to accelerate vesting at the termination date.

All the unvested options were modified to be fully vested as of the posting of the Private Placement which resulted in a reduction in their fair value.

The Company incurred $ 0.1 million reduction in stock compensation expense for the modifications for the year ended December 31, 2024.

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

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Depreciation expense was $ 0.1 million for the years ended December 31, 2024, 2023 and 2022.

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.

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 other (expense) income.

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:

December 31, 2023 December 31, 2022

Equity investment with readily determinable fair value:

Reneo common stock $ — $ 1,343

Equity investment without readily determinable fair values assessed under the measurement alternative:

Anteris preferred stock — 4,245

Total $ — $ 5,588

The Company had fully depreciated disposals of $ 0.1 million for the year ended December 31, 2024.

Accounts Payable and Accrued Expenses

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This lease commenced in November 2019 after the completion of certain tenant improvements made by the lessor.

The lease includes an option to renew for a five-year term as well as an option to terminate after three years , neither of which have been recognized as part of its related right of use assets or lease liabilities as their election is not considered reasonably certain.

The lease included an option to renew for a five-year term as well as an option to terminate after three years , neither of which was recognized as part of its related right of use assets or lease liabilities as their election was not considered reasonably certain.

In November 2022, the Company entered into a second amendment to the lease, (i) to reduce the square footage and (ii) to extend the lease term, which constituted a modification event under ASC 842 and, the lease classification for the asset remains as an operating lease.

As a result of the remeasurement of the associated lease liabilities, the Company recognized additional right of use assets and corresponding lease liabilities of $ 0.1 million.

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

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Operating lease cost was $ 0.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.

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.

During the years ended December 31, 2024 and December 31, 2023, cash paid for operating leases was $ 0.2 million.

Notes Payable

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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 cadisegliatin under this agreement.

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

Stockholders’ Equity

Stockholders’ Equity (Deficit)

Amendment to Certificate of Incorporation

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.

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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.

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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.

Common Stock and Pre-funded Warrants

In February 2024, the Company entered into a Securities Purchase Agreement with certain Private Placement Investors, pursuant to which we agreed to issue and sell to the Private Placement Investors in a 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) issued pre-funded warrants to purchase an aggregate of 3,853,997 shares of the Company’s Class A common stock at a price of $ 11.80 per pre-funded warrant.

The pre-funded warrants were immediately exercisable, have an exercise price of $ 0.01 and may be exercised at any time after the date of issuance.

A holder of pre-funded warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 9.99 % of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise.

A holder of the pre-funded warrants may increase or decrease this percentage not in excess of 19.99 % by providing at least 61 days’ prior notice to the Company.

As of December 31, 2024, there were pre-funded warrants to purchase an aggregate of 3,970,587 shares of the Company’s common stock that remained available for exercise.

The pre-funded warrants were classified as a component of permanent equity in the Company's Consolidated Balance Sheet as they are freestanding financial instruments that are immediately exercisable, do not embody an obligation for the Company to repurchase its own shares and permit the holders to receive a fixed number of shares of common stock upon exercise.

All of the shares underlying the pre-funded warrants have been included in the weighted-average number of shares of common stock used to calculate net loss per share attributable to common stockholders because the shares may be issued for little or no consideration, are fully vested and are exercisable after the original issuance date of the pre-funded warrants.

G42 Investments Transaction

On May 31, 2022, the Company and G42 Investments entered in to the G42 Purchase Agreement (see Note 3), pursuant to which the Company agreed to sell 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, consisting of (i) $ 12.5 million in cash at the closing of the transaction and (ii) $ 12.5 million in the form of a promissory note of G42 Investments to be paid at the one-year anniversary of the execution of the G42 Purchase Agreement (the "G42 Promissory Note").

On May 31, 2022, the Company and G42 Investments entered in to the G42 Purchase Agreement (see Note 3), pursuant to which the Company agreed to sell to G42 Investments 259,657 shares of the Company's Class A common stock, for an aggregate purchase price of $ 25.0 million, consisting of (i) $ 12.5 million in cash at the closing of the transaction and (ii) $ 12.5 million in the form of a promissory note of G42 Investments to be paid at the one-year anniversary of the execution of the G42 Purchase Agreement (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.

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 income (expense) net, in the Company’s Consolidated Statements of Operations.

CinPax and CinRx Transaction

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.

In determining the fair value of the Class A common stock issued to CinPax, the Company considered the closing price of the common stock on the Transaction Date.

The Company did not make an adjustment to the fair value for sale restrictions on the stock in accordance with guidance recently adopted in ASU 2022-03.

See the “Recently Issued Accounting Guidance” in this 10-K for details of the ASU.

Accordingly, the Company determined that cash consideration of $ 3.0 million should be recorded as fair value of the Class A common stock at the effective date, utilizing the Class A common stock closing price of $ 28.80 at the effective date.

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, 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 also provides CinRx warrants to purchase up to 30,000 shares of common stock at an initial exercise of price of approximately $ 28.80 per share (the “CinRx Warrants”).

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Additionally, in conjunction with the CinRx Purchase Agreement the Company and CinRx entered into a Master Service Agreement (“CinRx MSA”) whereby CinRx provides the Company with consulting, preclinical and clinical trial services, as enumerated in project proposals negotiated between the Company and CinRx from time to time.

(see Note 14)

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.

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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, 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.

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.

During the year ended December 31, 2024, the Company sold 179,400 shares of Class A common stock under the TD Cowen ATM Offering for net proceeds of $ 2.5 million.

Letter Agreement Warrants

The Company had previously entered into the Letter Agreements with MacAndrews.

Under the terms of the Letter Agreements, the Company has or had the right to sell to MacAndrews shares of its Class A common stock at a specified price per share, and MacAndrews has or had the right (exercisable up to three times) to require the Company to sell to it shares of Class A common stock at the same price.

The Company previously entered into the Letter Agreements with MacAndrews.

Under the terms of the Letter Agreements, the Company had the right to sell to MacAndrews shares of its Class A common stock at a specified price per share, and MacAndrews had the right (exercisable up to three times) to require the Company to sell to it shares of Class A common stock at the same price.

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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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, 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.

During the years ended December 31, 2024, 2023 and 2022 the Company recognized $( 0.2 ) million, $ 0.6 million and $ 0.9 million respectively in the Consolidated Statement of Operations, related to the change in fair value in related party warrants of which $( 0.2 ) million, $ 0.3 million, and $ 0.9 million, respectively, were related to the Letter Agreement Warrants.

These amounts were recognized as a component of other (expense) 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 18 using the following assumptions:

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Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 % 0.00 %

Loan Agreement Warrants

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.

Redeemable Noncontrolling Interest

The warrants issued on December 5, 2017 expired on December 5, 2024.

Noncontrolling Interest

The Company is subject to the Exchange Agreement with respect to the vTv Units representing the outstanding 18.1 % noncontrolling interest in vTv LLC (see Note 1).

The Exchange Agreement requires the surrender of an equal number of vTv Units and Class B common stock for (i) shares of Class A common stock on a one -for-one basis or (ii) cash (based on the fair market value of the Class A common stock as determined pursuant to the Exchange Agreement), at the Company’s option (as the managing member of vTv LLC), subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.

The Exchange Agreement requires the surrender of an equal number of vTv Units and Class B common stock for (i) shares of Class A common stock on a one -for-one basis or (ii) cash (based on the fair

market value of the Class A common stock as determined pursuant to the Exchange Agreement), at the Company’s option (as the managing member of vTv LLC), subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.

The exchange value is determined based on a 20 day volume weighted average price of the Class A common stock as defined in the Exchange Agreement, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.

The redeemable noncontrolling interest is recognized at the higher of (1) its initial fair value plus accumulated earnings/losses associated with the noncontrolling interest or (2) the redemption value as of the balance sheet date.

At December 31, 2023 and 2022, the redeemable noncontrolling interest was recorded based on the redemption value as of the balance sheet date of $ 6.1 million and $ 16.6 million, respectively.

On February 27, 2024, in connection with the Private Placement financing, the Investor Rights Agreement altered M&F TTP Holdings Two LLC (“M&F”) governance rights such that directors designated by M&F no longer comprise a majority of the Company’s Board of Directors (see Note 13).

The redeemable noncontrolling interest redemption feature to exchange vTv Units for cash rather than shares of Class A common stock is a contingent event that is now within control of the Company through the Company’s independent Board of Directors.

As a result, $ 5.3 million representing the fair value of redeemable noncontrolling interest on February 27, 2024, was reclassified from temporary equity in the mezzanine section of the Consolidated Balance Sheets to noncontrolling interest as a component of permanent equity.

Prior to February 27, 2024, the Company recorded redeemable noncontrolling interest at the higher of (1) its initial fair value plus accumulated earnings/losses associated with the noncontrolling interest or (2) the redemption value as of the balance sheet date.

At December 31, 2023, the redeemable noncontrolling interest was recorded based on the redemption value as of the balance sheet date of $ 6.1 million.

Changes in the Company’s ownership interest in vTv LLC while the Company retains its controlling interest in vTv LLC are accounted for as equity transactions, and the Company is required to adjust noncontrolling interest and equity for such changes.

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common shareholders $ ( 18,462 ) $ ( 20,250 ) $ ( 19,164 )

Decrease/(Increase) in vTv Therapeutics Inc.

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

Decrease in vTv Therapeutics Inc.

stockholders' equity (deficit) for sale of vTv Units as a result of common stock issuances ( 7,592 ) — ( 1,061 )

Change from net loss attributable to vTv Therapeutics Inc.

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Letter Agreements

The Company had previously entered into the Letter Agreements with MacAndrews.

The Company previously entered into the Letter Agreements with MacAndrews.

Under the terms of the Letter Agreements, during the one year commitment period beginning on the date of each Letter Agreement, the Company had the right to sell to MacAndrews shares of its Class A common stock at a specified price per share, and MacAndrews had the right (exercisable up to three times) to require the Company to sell to it shares of Class A common stock at the same price.

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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 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 G42 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 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 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, a subsidiary of CinRx, currently holds 103,864 shares of the Company’s Class A common stock.

Segment Information

Our CODM is our President and Chief Executive Officer, Paul Sekhri.

The CODM makes decisions on resource allocation, assesses performance of the business, and monitors budget versus actual results using net loss.

Net loss is also a measure that is considered in monitoring budget versus actual results.

The measure of the segment assets is reported on the consolidated balance sheet as total assets.

The Company manages its business activities on a consolidated basis and operates in a single reportable segment.

Its operations primarily focus on the research and development of its lead product candidate, cadisegliatin, and it has not yet generated any revenue.

All of the Company's principal operations, assets, and decision-making functions are based in the U.S., and as a result, all of our financial information is derived from domestic sources except for revenue of $ 1.0 million and $ 2.0 million during the years ended December 31, 2024 and 2022, respectively, which were derived from two foreign collaboration partners located in China.

Significant segment expenses are included in the table below and represent direct and indirect research and development expenses by project for the years ended December 31, 2024, 2023 and 2022 were as follows (in thousands):

Years Ended December 31,

2024 2023 2022

Direct research and development expense:

Cadisegliatin 6,026 10,182 9,611

Other projects*

Indirect research and development expense† 5,030 2,737 2,183

Total research and development expense $ 11,546 $ 13,595 $ 12,357

Includes HPP737 and azeliragon

Includes share-based compensation

Segment revenue is consistent with what is presented in the Company’s Consolidated Statements of Operations.

Other segment items consist of (i) general and administrative expenses, which include share-based compensation, (ii) interest and other income (expense) and (iii) income tax expense, all of which are reflected in the Company’s Statements of Operations.

Employee Benefit Plan

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federal income taxes as well as state taxes.

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, 2024 and 2022 was $ 0.1 million and $ 0.2 million, 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.

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.

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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.

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.

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The Company has federal research and development tax credits of $ 2.5 million which expire in varying amounts starting in 2035 to 2043.

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

In addition, the Company

has North Carolina net operating loss carryforwards of approximately $ 59.7 million which are set to expire beginning in 2030 through 2039.

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.

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The Company files U.S.

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

federal income tax returns and income tax returns in various state and local jurisdictions.

The earliest open tax years that are still subject to examination by the IRS and the aforementioned state tax authorities are 2021 to 2024.

Restructuring

In October 2021 the Company entered into a retirement and consulting agreement with its former CEO Stephen Holcombe where he will transition to the role of Strategic Advisor to the CEO until December 31, 2022.

As of December 31, 2022, the Company completed its cash payment obligations under the retirement and consulting agreement for Mr.

The Company made cash payments under the retirement and consulting agreement of $ 0.6 million and $ 0.1 million during the year ended December 31, 2022 and 2021, respectively.

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 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.

The related expense of $ 0.7 million and $ 0.9 million has been recognized as a component of research and development and general and administrative expense respectively, within the Consolidated Statements of Operations during the year ended December 31, 2021, based on the responsibilities of the impacted employees.

The Company completed its cash payment obligations and made cash payments for severance and benefits costs of $ 1.5 million and $ 0.1 million during the year ended December 31, 2022 and 2021, respectively.

Net Loss per Share

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Class A common stock, basic and diluted (1)

5,771,052 2,084,973 1,919,788

Net loss per share of vTv Therapeutics Inc.

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

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

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

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Common stock options granted under the Plan (*)

705,593 249,247 208,586

Common stock warrants (*)

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

70,639 76,545 80,359

1,353,581 903,141 866,294

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

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(1) Shares of Class B common stock do not share in the Company’s earnings and are not participating securities.

Accordingly, separate presentation of loss per share of Class B common stock under the two-class method has not been provided.

Accordingly, separate presentation of loss per share of Class B common stock under the two-class method has

not been provided.

Each share of Class B common stock (together with a corresponding vTv Unit) is exchangeable for one share of Class A common stock.

Fair Value of Financial Instruments

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 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.

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

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, 2024, 2023 and 2022 (in thousands):

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$ 57 $ — $ — $ 57

Warrant liability (1)

$ 43 $ — $ — $ 43

Total $ 100 $ — $ — $ 100

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

Expected volatility is based on the historical volatility of the Company’s common stock over the most recent period.

The risk-free rate is based on the U.S.

Treasury yield curve in effect at the time of valuation.

(2) CinRx is no longer deemed to be a related party.

As a result the CinRx Warrants are no longer included.

Balance at December 31, 2023 Quoted Prices in Active

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Issuance Sales /

Repurchases Balance at December 31,

Repurchases Reclass Balance at December 31, 2024

Warrant liability, related party (1)(2)

$ 110 $ 150 $ — $ — $ ( 203 ) $ 57

Warrant liability (1)

— ( 160 ) — — 203 43

Total $ 110 $ ( 10 ) $ — $ — $ — $ 100

Warrant liability, related party (1)

684 ( 574 ) — — 110

Total $ 684 $ ( 574 ) $ — $ — $ — $ 110

Warrant liability, related party (1)

1,262 ( 946 ) 368 — 684

Total $ 1,262 $ ( 946 ) $ 368 $ — $ — $ 684

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

Expected volatility is based on the historical volatility of the Company’s common stock over the most recent period.

The risk-free rate is based on the U.S.

Treasury yield curve in effect at the time of valuation.

(2) CinRx is no longer deemed to be a related party.

As a result the CinRx Warrants are no longer included.

There were no transfers into or out of level 3 instruments and/or between level 1 and level 2 instruments during the years ended December 31, 2024, 2023 and 2022.

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Significant inputs utilized in the valuation of the CinRx Warrants as of December 31, 2024, were:

December 31, 2024 December 31, 2023

Expected volatility 96.5 % 82.1 %

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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.

Gains and losses recognized due to the change in fair value of the warrant liability are recognized as a component of other (expense) income in the Consolidated Statements of Operations.

Subsequent Events

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 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”).

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 .

On February 24, 2025, Steven Tuch, Executive Vice President and Chief Financial Officer of vTv Therapeutics Inc.

(the "Company"), informed the Company of his intention to resign from his position effective March 21, 2025.

Tuch is expected to remain at the Company through the filing of the Company's Annual Report on Form 10-K for the year ended December 31, 2024 with the U.S.

Securities and Exchange Commission.

The Company has commenced efforts to identify Mr.

Tuch's successor through an external search process.

Tuch's departure is not based on any disagreement with the Company’s independent auditors or the Company on any matter.

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