What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-10 compared with 2025-03-20 · 186 added, 386 removed, 725 unchanged (44% of the section changed)

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025.

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Consolidated Statements of Operations for the Years Ended December 31, 2025 , 2024 and 2023

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

Consolidated Statements of Changes in Redeemable Noncontrolling Interest and Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025 , 2024 and 2023

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 , 2024 and 2023

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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.

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.

3.5 First Amendment to the Second Amended and Restated By-Laws ( incorporated by reference from Exhibit 3.1 to the Company’s Form 8-K, filed December 19 , 202 5 (File No.

4.1 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.

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

4.3 Form of Pre-Funded Warrant (incorporated by reference from Exhibit 4.1 to the Company's 8-K, filed September 2 , 202 5 (File No.

4.4 Form of Warrant (incorporated by reference from Exhibit 4.

2 to the Company's 8-K, filed September 2, 2025 (File No.

4.5* Description of Capital Stock.

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and Paul Sekhri (incorporated by reference from Exhibit 10.2 to the Company’s Form 8-K, filed July 27, 2022 (File No.

Employment Agreement, dated as of December 8, 2022, by and between vTv Therapeutics LLC and Steven Tuch (incorporated by reference from Exhibit 10.1 to the Company’s Form 8-K, filed December 13, 2022(File No.

Employment Agreement, dated as of May 12 , 202 5 , by and between vTv Therapeutics LLC and Michael Tu ng (incorporated by reference from Exhibit 10.1 to the Company’s Form 8-K, filed May 1 9 , 202 5 (File No.

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

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First Amendment to License Agreement, dated as of November 11, 2020, 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 .

Second Amendment to License Agreement, dated as of June 2 6 , 2024, by and between Newsoara Biopharma Co., Ltd., and vTv Therapeutics LLC.

Second Amendment to License Agreement, dated as of J anuary 30 , 202 6 , by and between Newsoara Biopharma Co., Ltd., and vTv Therapeutics LLC.

10.29 Securities Purchase Agreement, dated August 29 , 202 5 , by and among vTv Therapeutics Inc.

and the investors party thereto (incorporated by reference from Exhibit 10.1 to the Company's 8-K, filed September 2 , 202 5 (File No.

10.30 Registration Rights Agreement, dated August 29 , 202 5 , 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 September 2 , 202 5 (File No.

Securities Trading Policy of vTv Therapeutics Inc.

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President, Chief Executive Officer and Executive Chairperson

/s/ Steven Tuch

/s/ Michael Tung

Executive Vice President and Chief Financial Officer

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Sekhri (Principal Executive Officer)

/s/ Steven Tuch Executive Vice President and Chief Financial Officer March 20, 2025

Steven Tuch (Principal Financial Officer)

/s/ Michael Tung Executive Vice President and Chief Financial Officer March 10, 2026

(Principal Financial Officer)

Director March 10, 2026

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Director March 10, 2026

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

/s/ Richard Nelson

Director and Executive Vice President, Chief Business Officer

March 10, 2026

Richard Nelson

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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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Description of the

As discussed in Notes 2 and 7 to the consolidated financial statements, the Company has recorded $2.3 million of accrued development costs at December 31, 2024, which includes costs for clinical trial and contract manufacturing activities (together, clinical related activities) based upon estimates of expenses incurred through the balance sheet date that have yet to be invoiced by the contract research organizations, clinical study sites, contract manufacturing organizations, or other vendors (together, clinical vendors).

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

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

As discussed in Notes 2 and 6 to the consolidated financial statements, the Company has recorded $3 million of accrued development costs as of the year ended December 31, 2025, which includes costs for clinical trial and contract manufacturing activities, among others.

The accrual is based upon estimates of expenses incurred through the balance sheet date that have yet to be invoiced by contract research organizations, clinical study sites, contract manufacturing organizations, or other vendors (together, clinical vendors).

Auditing the accrued development costs related to the Company's contract research organization was judgmental because the timing and pattern of vendor invoicing may not correspond to the level of services provided and can include estimates such as expected patient enrollment, site activation, and estimated project duration.

How We Addressed

the Matter in Our

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

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

Our audit procedures included, among others, reading the Company’s contracts with their contract research organization as well as corroborating the progress of clinical development activities through inquiry with the Company’s operations personnel that oversee the activities.

We confirmed contract terms and the level of services provided directly with the contract research organization and tested the Company’s hindsight analysis of prior year estimates to assess the accuracy of management’s accrual estimation process.

In addition, we tested invoices received from clinical vendors subsequent to the balance sheet date.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2000.

Raleigh, North Carolina

Detroit, Michigan

March 10, 2026

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Cash and cash equivalents $ 88,932 $ 36,746

Accounts receivable, net 62 102

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

Current deposits 85 65

Prepaid expenses 743 1,192

Other current assets 218 175

Total current assets 89,893 38,113

Property and equipment, net 28 117

Operating lease right-of-use assets 125 244

Other assets 6 153

Total assets $ 89,899 $ 38,266

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

Liabilities and Stockholders’ Equity

Current liabilities:

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Current portion of operating lease liabilities — 169

Current portion of contract liabilities — 17

Current portion of notes payable — 191

Warrant liability, related party 84 —

Total current liabilities 6,641 5,196

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

Operating lease liabilities, net of current portion — 169

Warrant liability, related party — 57

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Commitments and contingencies

Redeemable noncontrolling interest — 6,131

Stockholders’ equity (deficit):

Stockholders’ equity:

Class A common stock, $ 0.01 par value;

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Class B common stock, $ 0.01 par value;

100,000,000 shares authorized, and 577,349 outstanding as of December 31, 2024 and 2023

100,000,000 shares authorized, and 241 and 577,349 outstanding as of December 31, 2025 and 2024, respectively

Additional paid-in capital 391,090 311,885

Accumulated deficit ( 326,692 ) ( 299,718 )

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

Total stockholders’ equity attributable to vTv Therapeutics Inc.

64,437 12,199

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

Total stockholders’ equity 64,437 14,301

Total liabilities, redeemable noncontrolling interest and stockholders’ equity $ 89,899 $ 38,266

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

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Operating loss ( 32,808 ) ( 24,180 ) ( 25,502 )

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

Other (expense) income, net ( 109 ) 160 ( 1,497 )

Other (expense) income – related party ( 27 ) ( 150 ) 574

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Class A common stock, basic and diluted 8,423,632 5,771,052 2,084,973

(*) Adjusted retroactively for reverse stock split

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

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

Issuance of Class A common stock to collaboration agreement, net of offering costs — 259,657 3 — — 5,037 — 5,040 — 5,040

Issuance of Class A common stock under CinRx purchase agreement, net of offering costs — 103,864 1 — — 9,377 — 9,378 — 9,378

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

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

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

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

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

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

Net loss attributable to vTv Therapeutics Inc.

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

Net loss attributable to vTv Therapeutics Inc.

— — — — — — ( 26,974 ) ( 26,974 ) — ( 26,974 )

Issuance of common stock upon exercise of stock options — 1,336 — — — 16 — 16 — 16

Shares withheld related to net share settlement of equity awards — 4,258 — — — ( 51 ) — ( 51 ) — ( 51 )

Share-based compensation — — — — — 3,775 — 3,775 — 3,775

Issuance of common shares and equity classified warrants, net of offering costs — 682,018 7 — — 77,469 — 77,476 — 77,476

Issuance of common stock - warrants exercised — 61,677 — — — — — — — —

Conversion of Class B Common Stock to Class A Common Stock — 577,108 6 ( 577,108 ) ( 6 ) — — — — —

Reclassification of noncontrolling interest to additional paid-in capital — — — — — ( 2,004 ) — ( 2,004 ) 2,004 —

Net loss attributable to noncontrolling interest — — — — — — — — ( 4,106 ) ( 4,106 )

Balances at December 31, 2025 $ — 3,938,654 $ 39 241 $ — $ 391,090 $ ( 326,692 ) $ 64,437 $ — $ 64,437

(*) Allocation of NCI net loss was a result from the reclassification to permanent equity on February 27, 2024 (See Note 10)

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Depreciation expense 16 89 90

Loss on disposal of property and equipment 6 — —

Loss from G42 Promissory Note early redemption — — 313

Non-cash interest income — — ( 100 )

Interest expense — — 15

Share-based compensation expense 3,775 2,757 1,578

Change in fair value of investments — — 3,585

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

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Changes in assets and liabilities:

Accounts receivable 40 71 ( 116 )

Prepaid expenses and other current assets ( 196 ) 1,443 ( 403 )

Prepaid expenses 449 ( 216 ) 1,551

Other current assets ( 43 ) 60 ( 37 )

Other assets 125 119 105

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Proceed from sale of investments in Reneo Pharmaceuticals, Inc.

Purchases of property and equipment — — ( 21 )

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

Cash flows from financing activities:

Proceeds from sale of Class A common stock, pre-funded and common warrants, net of offering costs 77,476 — —

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

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

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

Proceeds from the exercise of stock options 16 — —

Taxes paid related to net share settlement of equity awards ( 51 ) — —

Proceeds from debt issuance 392 — 566

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Non-cash activities:

Notes receivable recorded at fair value from collaboration partner $ — $ — $ 11,891

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

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

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

The Company is a late-stage biopharmaceutical company focused on developing oral, small molecule drug candidates intended to help treat people living with diabetes and other chronic diseases.

The Company’s clinical pipeline is led by cadisegliatin , currently in a Phase 3 trial, a potential first-in-class oral liver-selective glucokinase activator being investigated as an adjunctive therapy to insulin for the treatment of type 1 diabetes.

The Company and its development partners are investigating multiple molecules across different indications for chronic diseases.

Principles of Consolidation

vTv Therapeutics Inc.

is a holding company, and its principal asset is a controlling equity interest in vTv Therapeutics LLC (“vTv LLC”), the Company’s principal operating subsidiary, which is a clinical stage pharmaceutical company engaged in the discovery and development of orally administered small molecule drug candidates to fill significant unmet medical needs.

is a holding company, and its principal asset is a controlling equity interest in vTv Therapeutics LLC (“vTv LLC”), the Company’s principal operating subsidiary.

The Company has determined that vTv LLC is a variable-interest entity (“VIE”) for accounting purposes and that vTv Therapeutics Inc.

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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 $ 68.4 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 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.

has provided financial and other support to vTv LLC in the form of its purchase of vTv Units with the net proceeds of the Company’s initial public offering (“IPO”) in 2015, its registered direct offering in March 2019, and its agreeing to be a co-borrower under the Venture Loan and Security Agreement (the “Loan Agreement”) with Horizon Technology Finance Corporation and Silicon Valley Bank (together, the “Lenders”) which was entered into in 2016.

vTv Therapeutics Inc.

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

Various holders own non-voting interests in vTv LLC, representing a de minimis amount of economic interest.

Effectively, vTv Therapeutics Inc.’s interest is approximately 100 % of vTv LLC’s economic results.

vTv Therapeutics Inc.

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”).

has provided financial and other support to vTv LLC in the form of its purchase of vTv Units with the net proceeds of the Company’s various debt and equity transactions in prior years and equity purchase agreements with various parties.

vTv Therapeutics Inc.

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recognizing a loss.

Reverse Stock Split

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

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

No fractional shares were issued in

connection with the Reverse Stock Split.

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

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 .

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

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

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

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

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

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

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

Currently no shares of preferred stock are outstanding.

Going Concern 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, 2025, the Company's liquidity sources included cash and cash equivalents of $ 88.9 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).

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

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

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

See Note 9 for details on financing transactions for the years ended December 31, 2025 and 2024.

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.

Pursuant to General Instruction I.B.6 of Form S-3, at no time will we sell securities registered on the registration statement relating to the TD Cowen ATM Offering in an aggregate amount exceeding one-third of our public float during any 12-calendar 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.

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.

On January 30, 2026, the Company entered into a Second Amendment to License Agreement with Newsoara Biopharma Co., Ltd.

(“Newsoara”) (the “Second Amendment”).

Under the Second Amendment, Newsoara's rights in the

Company's PDE4 inhibitor, HPP737 , will expand to include all countries of the world upon Newsoara's payment of the upfront fee of $ 20.0 million.

See Note 15 for further details.

Summary of Significant Accounting Policies

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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.

The Company did not have any revenue during the years ended December 31, 2025 or December 31, 2023.

Cash and Cash Equivalents

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

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

related lease.

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

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

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

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

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

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

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.

As of December 31, 2025 and 2024 , the Company has no investments.

Revenue Recognition

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Fair Value of Financial Instruments

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

subsequent to their initial measurement.

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

The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value.

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• Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

The Company’s warrants are classified as Level 3 within the fair value hierarchy, with no material activity during the years ended December 31, 2025 and 2024.

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

Research and Development

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

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

Research and development costs are expensed as incurred.

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The Company recognizes deferred tax assets to the extent it believes these assets are more-likely-than-not to be realized.

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

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

In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations.

The Company records uncertain tax positions on the basis of a two-step process in which (1) it determines whether it is more-likely-than-not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions meeting the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.

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Noncontrolling Interest

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

Non-controlling interests have been recorded to reflect the various holders of non-voting interests in vTv LLC, which represents a de minimis amount of economic interest as of December 31, 2025.

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.

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Lease payments for short-term leases are recorded to operating expense on a straight-line basis and variable lease payments are recorded in the period in which the obligation for those payments is incurred.

As of December 31, 2025, the Company did not have any lease arrangements with an initial term greater than 12 months.

Share-Based Compensation

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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.

If stock-based awards are granted in contemplation of or shortly before a planned release of material nonpublic information, and such information is expected to result in a material increase in the Company’s share price, the Company considers whether an adjustment to the observable market price is required when estimating fair values.

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.

Employee Benefit Plan

The Company has a 401(k)-retirement plan in which all of its full-time employees are eligible to participate.

The plan provides for the Company to make discretionary 50% matching contributions up to a maximum of 6% of employees’ eligible compensation.

Employer contributions under the plan were immaterial for the periods presented.

Accounting Pronouncements Adopted During the Current Year

Segment Reporting :

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

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

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

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 disclosures.

The Company adopted ASU 2023-09 effective December 31, 2025, on a prospective basis.

Refer to Note 13 for changes to our income tax disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

Disaggregation of Income Statement Expenses:

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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.

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

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

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

for 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.

G42 Investments has agreed to certain transfer restrictions (including restrictions on short sales or similar transactions) and restrictions on further acquisitions of shares.

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.

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

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

The Cogna Agreement determined which specific countries in the Partner Territory that Cogna may pursue development and commercialization and provides the

Company with the ability to determine when Cogna can benefit from this IP through the powers granted to the Company to approve the global development plan.

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

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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, 2024, the clinical trials had not

As of December 31, 2025, the clinical trials had not commenced.

Accordingly, no collaboration revenue was recognized for the ASC 808 unit of account during the year ended December 31, 2025.

The Company identified certain commitments that are in the scope of ASC 606 as Cogna’s relationship is that of a customer for these commitments.

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

The significant performance obligations that are in the scope of ASC 606 are (1) the

development, commercialization and manufacturing license of the IP once restrictions on the use of the IP have been lifted by the Company and (2) a potential material right to a commercial supply agreement.

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

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

Huadong License Agreement

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

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

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

Under the terms of the Huadong License Agreement, as amended, Huadong paid the Company an initial license fee of $ 8.0 million and 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.

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

Prior to the First Amendment, the Company had allocated a portion of the transaction price to the obligation to sponsor and conduct a portion of the Phase 2 MRCT.

Upon the removal of this performance obligation, the Company evaluated the impact of the modification under the provisions of ASC 606 and performed a reallocation of the transaction price among the remaining performance obligations.

This resulted in the recognition of approximately $ 1.0 million of revenue on a cumulative catch up basis during the year ended December 31, 2021.

The majority of the transaction price originally allocated to the Phase 2 MRCT performance obligation was reallocated to the license and technology transfer services combined performance obligation discussed below, which had already been completed.

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

The significant performance obligations under 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 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.

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

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

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

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

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 was effective September 1, 2024.

Newsoara License Agreement

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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.

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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.

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.

The Company previously entered into a second amendment with Newsoara to expand the original agreement which became null and void in June 2025.

On January 30, 2026, the Company entered into a new Second Amendment with Newsoara.

See Note 15 for further details.

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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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.

There were no changes to the transaction price during the years ended December 31, 2025 and 2023.

The remaining milestone payments that the Company is eligible to receive have not been included in the transaction price as of December 31, 2025, as it is not considered probable that such payments will be received.

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

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The weighted average grant date fair value for all option grants during the years ended December 31, 2025, 2024 and 2023 was $ 15.37 , $ 14.76 and $ 24.78 per option, respectively.

The aggregate intrinsic value of the in-the-money awards outstanding as well as those exercisable as of December 31, 2024, was an insignificant amount.

The total intrinsic value of stock options exercised was $ 0.2 million during the year ended December 31, 2025.

The total fair value of stock options vested during the years ended December 31, 2025, 2024 and 2023 was $ 2.9 million, $ 2.9 million and $ 2.2 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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Number of Shares Weighted

Average Exercise Price

Average Exercise Price Aggregate Intrinsic Value (in thousands)

Awards outstanding at December 31, 2024 705,593 $ 35.85

Granted 409,066 20.14

Exercised ( 21,355 ) 11.81

Forfeited ( 58,350 ) 16.98

Expired ( 17,334 ) 384.72

Awards outstanding at December 31, 2025 1,017,620 $ 25.18 $ 19,750

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Prepaid insurance $ 498 $ 577

Prepaid software 117 43

Prepaid - other 128 572

Other current assets 218 $ 175

Total $ 961 $ 1,367

Property and Equipment

Property and equipment consists of the following (in thousands):

Leasehold improvements $ 406 $ 406

Computers and hardware 69 69

Software 12 80

Furniture and office equipment 49 49

Total property and equipment 536 604

accumulated depreciation and amortization ( 508 ) ( 487 )

Property and equipment, net $ 28 $ 117

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

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

At December 31, 2024 and 2023, the weighted average incremental borrowing rate for operating leases held by the Company was 9.5 %.

At December 31, 2024 and 2023 , the weighted average remaining lease terms for the operating leases held by the Company were 0.9 years and 1.9 years, respectively.

Maturities of lease liabilities for the Company’s operating leases as of December 31, 2024, were as follows (in thousands):

Total lease payments 177

imputed interest ( 8 )

Present value of lease liabilities $ 169

In November 2025, the Company did not renew its leased office space and the related lease expired with no remaining lease obligations.

As of December 31, 2024, the Company's operating leases had a weighted average remaining lease term of 0.9 years and a weighted average incremental borrowing rate of 9.5 %.

Operating lease cost was $ 0.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.

During the years ended December 31, 2025 and December 31, 2024, cash paid for operating leases was $ 0.2 million.

Notes Payable

Notes payable consist of the following (in thousands):

December 31, 2024 December 31, 2023

Short-term financing — 191

Total notes payable — 191

Current portion — ( 191 )

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

Commitments and Contingencies

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

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

This agreement was

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

Under the terms of the Novo License Agreement, the Company has additional potential developmental and regulatory milestone payments totaling up to $ 6.0 million for approval of a product for the treatment of type 1 diabetes, $ 50.5 million for approval of a product for the treatment of type 2 diabetes, or $ 115.0 million for approval of a product in any other indication.

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, 2025, the Company recorded a payment of $ 1.0 million for the milestone associated with the initiation of a phase 3 clinical trial under this agreement.

As of December 31, 2025, the Company does not have any commercialized licensed products.

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.

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

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

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Currently no shares of preferred stock are outstanding.

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

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

The voting power of the outstanding Class B common stock (expressed as a percentage of the total voting power of all common stock) will be equal to the percentage of vTv Units not held by the Company.

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 August 2025, the Company entered into a securities purchase agreement with certain Private Placement Investors, pursuant to which we agreed to issue and sell 5,243,732 Units to the Private Placement Investors in a private placement.

Each unit is comprised of one share of Class A common stock for an aggregate of 682,018 shares, at a purchase price of $ 15.265 per share and Pre-Funded Warrants to purchase an aggregate of 4,561,714 shares of the Company’s Class A common stock at a price of $ 15.255 per Pre-Funded Warrant.

Additionally, each unit has an accompanying Common Warrant to purchase an aggregate of 5,243,732 shares of the Company’s Class A common stock .

We received aggregate gross proceeds from the Private Placement of approximately $ 80 million, before deducting offering costs payable by us.

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.

The Common Warrants are exercisable for (x) $ 22.71 , if exercised for a Share, or (y) $ 22.70 if exercised for a Pre-Funded Warrant, after the original issuance through the termination date.

The Common Warrants will expire upon the earlier to occur of (i) the fifth anniversary of the issuance of the Warrants and (ii) 90 days following the announcement of positive top-line data from the Company’s ongoing CATT1 clinical trial.

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.

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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.

Equity-Based Stock Warrants

The following table summarizes the equity-based stock warrant activity for the year ended December 31, 2025:

Shares Weighted Average Exercise Price

Outstanding at December 31, 2024 3,970,587 0.01

Granted 9,805,446 $ 12.15

Exercised ( 61,677 ) 0.01

Expired or cancelled —

Outstanding at December 31, 2025* 13,714,356 $ 8.69

Exercisable at December 31, 2025 13,714,356 $ 8.69

* Amount includes 8,470,624 Pre-Funded Warrants and 5,243,732 Common Warrants.

The Pre-Funded and Common 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

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

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, 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”).

The CinRx Warrants were initially measured at fair value of $ 0.4 million using the Black-Scholes option model at the time of issuance and will be recorded in Warrant liability related party in the Consolidated Balance Sheets and will be subsequently remeasured at fair value through earnings on a recurring basis.

(see Note 18)

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

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

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

The exercise price of the CinRx Warrants and the number of shares issuable upon exercise of the CinRx Warrants are subject to adjustments in accordance with the terms of the CinRx Warrants.

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.

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.

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

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

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 net, in the Company’s Consolidated Statements of Operations.

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

Pursuant to General Instruction I.B.6 of Form S-3, at no time will we sell securities registered on the registration statement relating to the TD Cowen ATM Offering with an aggregate amount exceeding one-third of our public float during any 12-calendar 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.

During the year ended December 31, 2025, the Company did not sell any shares of Class A common stock under the TD Cowen ATM Offering.

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.

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

Certain terms of each of these Letter Agreements are set forth in Note 13.

The Letter Agreement Warrants were recorded as warrant liability, related party within the Company’s Consolidated Balance Sheets based on their fair value.

The Letter Agreement Warrants were recorded as warrant

liability, related party within the Company’s Consolidated Balance Sheets based on their fair value.

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, 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:

December 5, 2017 July 30, 2018 December 11, 2018 September 26, 2019 December 23, 2019

Expected volatility 90.00 % 95.29 % 104.46 % 110.35 % 110.41 %

Expected life of option, in years 7.0 7.0 7.0 7.0 7.0

Risk-free interest rate 2.80 % 2.94 % 2.77 % 1.65 % 1.84 %

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

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

During the years ended December 31, 2025, 2024 and 2023 the change in fair value in related party warrants was immaterial.

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 Company is subject to the Exchange Agreement with respect to the vTv Units representing a de minimis noncontrolling interest in vTv LLC (see Note 11).

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.

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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.

The following is a summary of net income attributable to vTv Therapeutics Inc.

The following is a summary of net loss attributable to vTv Therapeutics Inc.

and transfers to noncontrolling interest:

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Decrease in vTv Therapeutics Inc.

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

stockholders' equity for sale of vTv Units as a result of common stock issuances ( 55 ) ( 7,592 ) —

Change from net loss attributable to vTv Therapeutics Inc.

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MacAndrews & Forbes Incorporated

As of December 31, 2024, MacAndrews directly or indirectly controlled 577,108 shares of Class B common stock and directly or indirectly held 912,982 shares of the Company’s Class A common stock.

During the year ended December 31, 2025, MacAndrews converted all 577,108 outstanding shares of their Class B common stock (together with an equal number of vTv LLC units) into Class A common stock.

As a result, vTv Therapeutics Inc.

now owns approximately 100 % of vTv LLC, as of December 31, 2025.

Further, as of December 31, 2025, MacAndrews directly or indirectly holds 1,490,090 shares of the Company’s Class A common stock.

As a result, as of December 31, 2025 MacAndrews’ holdings represented approximately 37.8 % of the combined voting power of the Company’s outstanding common stock.

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

Letter Agreements

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.

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

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

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

December 5, 2017 Letter Agreement July 30, 2018 Letter Agreement December 11, 2018 Letter Agreement March 18, 2019 Letter Agreement September 26, 2019 Letter Agreement December 23, 2019 Letter Agreement

Aggregate dollar value to be sold under agreement $ 10.0 million $ 10.0 million $ 10.0 million $ 9.0 million $ 10.0 million $ 10.0 million

Specified purchase price per share $ 175.20 $ 53.20 $ 73.60 $ 66.00 $ 58.40 $ 64.00

Expiration date of letter agreement December 5, 2018 July 30, 2019 December 11, 2019 March 18, 2020 September 26, 2020 December 23, 2020

Shares available to be issued under related warrants 4,956 12,966 8,513 — 10,024 9,136

Exercise price of related warrants $ 201.60 $ 61.20 $ 84.80 $ — $ 67.20 $ 73.60

Expiration date of related warrants December 5, 2024 July 30, 2025 December 11, 2025 September 26, 2026 December 23, 2026

Total shares issued as of December 31, 2024 57,077 187,969 135,869 136,363 171,232 156,250

Remaining shares to be issued as of December 31, 2024 — — — — — —

Each of the December 5, 2017 and July 30, 2018 Letter Agreements resulted in a deemed capital contribution to the Company as the fair value of the financial instrument received by the Company exceeded the fair value of those financial instruments issued to MacAndrews.

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

Exchange Agreement

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

As of December 31, 2024, MacAndrews had not exchanged any shares under the provisions of the Exchange Agreement.

As of December 31, 2025, MacAndrews had exchanged 577,108 shares under the provisions of the Exchange Agreement.

Tax Receivable Agreement

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

As no shares have been exchanged by MacAndrews pursuant to the Exchange Agreement (discussed above), the Company has not recognized any liability nor has it made any payments pursuant to the Tax Receivable Agreement as of December 31, 2024.

MacAndrews exchanged 577,108 shares pursuant to the Exchange Agreement (discussed above), and the Company has not recognized any liability, nor has it made any payments pursuant to the Tax Receivable Agreement as of December 31, 2025.

Investor Rights Agreement

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

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

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

The Investor Rights Agreement was amended on February 27, 2024 to alter M&F governance rights that now entitles M&F the right to designate two members of our Board of Directors, and as part of the Private Placement, the Private Placement Investors have rights to designate three members of our Board of Directors, making it more difficult for a third party to acquire control of our Board.

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

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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.

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 during the year ended December 31, 2024, which was 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, 2025, 2024 and 2023 were as follows (in thousands):

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Other projects*

( 1,258 ) 490 676

Indirect research and development expense† 7,685 5,030 2,737

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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

The Company has a 401(k)-retirement plan in which all of its full-time employees are eligible to participate.

The plan provides for the Company to make discretionary 50 % matching contributions up to a maximum of 6 % of employees’ eligible compensation.

The Company contributed $ 0.1 million to the plan for each of the years ended December 31, 2024 and 2023.

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

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

We account for income taxes under the liability method;

under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse.

Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain.

We utilize a two-step approach to recognize and measure uncertain tax positions.

The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any.

The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement.

The Company is subject to U.S.

federal income taxes as well as state taxes.

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.

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

statutory tax rate of 21% on December 31, 2024 is due to the valuation allowance against the Company’s expected net operating losses .

As discussed in Note 13, the Company is party to a tax receivable agreement with a related party which provides for the payment by the Company to M&F (or certain of its transferees or other assignees) of 85 % of the amount of cash savings, if any, in U.S.

federal, state and local income tax or franchise tax that the Company actually realizes (or, in some circumstances, the Company is deemed to realize) as a result of certain transactions.

As no transactions have occurred which would trigger a liability under this agreement, the Company has not recognized any liability related to this agreement as of December 31, 2024.

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

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

The income tax provisions of the 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.

The Company has not recorded any state taxes in 2025, 2024 and 2023.

However, the jurisdictions that comprise the majority (greater than 50%) of the composite state is Florida.

The Company did not record an income tax provision for the years ended December 31, 2025 and December 31, 2023 .

The Company's income tax provision for the year ended December 31, 2024 was $ 0.1 million representing foreign withholding taxes incurred in connection with payments received under license agreements with foreign entities.

For financial reporting purposes, Loss before provision for income taxes and noncontrolling interest, includes solely domestic operations for all years presented.

A reconciliation of the U.S.

statutory income tax rate to the Company’s effective tax rate is as follows (in thousands):

2024 2023 2022

federal statutory income tax rate to the Company’s effective tax rate is as follows (in thousands):

Year Ended December 31,

At statutory rate $ ( 6,527 ) 21.0 %

Change in valuation allowance 6,925 ( 22.3 ) %

Tax credits ( 323 ) 1.0 %

Other ( 75 ) 0.3 %

Provision for income taxes $ —

Effective income tax rate — %

The provision (benefit) for income taxes for the year ended December 31, 2024 and 2023 consists of the following (in thousands):

statutory tax benefit $ ( 4,747 ) $ ( 5,453 )

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Effective income tax rate ( 0.4 ) % 0.0 %

Significant components of our net deferred tax assets/(liabilities) are as follows (in thousands):

Deferred Tax Assets

Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of our deferred tax assets for federal and state income taxes are as follows:

Deferred tax assets:

Net operating loss carryforwards $ 37,094 $ 27,819

1 unchanged sentence

Investment in partnerships 9,789 3,322

Charitable contributions 2 3

Capital loss carryforward 383 395

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The Company has federal research and development tax credits of $ 2.8 million which expire in varying amounts starting in 2035 to 2045.

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.

In addition, the Company has North Carolina net operating loss carryforwards of approximately $ 51.7 million which are set to expire beginning in 2030 through 2045.

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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Class A common stock, basic and diluted $ ( 3.20 ) $ ( 3.20 ) $ ( 9.71 )

(*) 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 1,017,620 705,593 249,247

705,593 249,247 208,586

Common stock warrants

5,292,892 70,639 76,545

1,353,581 903,141 866,294

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

Total 6,310,753 1,353,581 903,141

________________________________________________

(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, 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

The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period.

This determination requires significant judgments .

The following table summarizes the conclusions reached regarding fair value measurements as of December 31, 2024, 2023 and 2022 (in thousands):

Balance at December 31, 2024 Quoted Prices in Active

Markets for Identical Assets

(Level 1) Significant Other Observable

(Level 2) Significant Unobservable

Warrant liability, related party (1)(2)

$ 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

Markets for Identical Assets

(Level 1) Significant Other Observable

(Level 2) Significant Unobservable

Warrant liability, related party (1)

$ 110 $ — $ — $ 110

Total $ 110 $ — $ — $ 110

_____________________________

(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.

Changes in Level 3 Instruments for the years ended December 31, 2024, 2023 and 2022

Balance at January 1 Net Change in

fair value included in

earnings Purchases /

Issuance Sales /

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.

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

The fair value of the Letter Agreement Warrants was determined using the Black-Scholes option pricing model or option pricing models based on the Company’s current capitalization.

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.

Significant inputs utilized in the valuation of the Letter Agreement Warrants were:

December 31, 2024 December 31, 2023

Range Weighted Average Range Weighted Average

Expected volatility 88.01 % - 116.31 %

105.97 % 79.96 % - 89.61 %

Risk-free interest rate 4.17 % - 4.25 %

4.23 % 4.01 % - 4.87 %

The fair value of the CinRx Warrants was 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.

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 %

Expected life of options in years 2.5 3.5

Risk-free interest rate 4.3 % 4.0 %

Expected dividend yield — % — %

The weighted average expected volatility and risk-free interest rate was based on the relative fair values of the warrants.

Changes in the unobservable inputs noted above would impact the amount of the liability for the Letter Agreement Warrants and CinRx Warrants.

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

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.

On January 30, 2026, vTv Therapeutics LLC (“vTv LLC” or the "Company"), a subsidiary of vTv Therapeutics Inc., entered into the Second Amendment to License Agreement with Newsoara Biopharma Co., Ltd.

(“Newsoara”) (the “Second Amendment”) to amend the License Agreement previously entered into between vTv LLC and Newsoara on May 31, 2018 (the “Original Agreement”) .

Although the Company had previously entered into an amendment with Newsoara to expand the Original Agreement, that amendment became null and void in June 2025.

Under the new Second Amendment, Newsoara's rights in the Company's PDE4 inhibitor, HPP737 , will expand to include all countries of the world upon Newsoara's payment of the upfront fee of $ 20.0 million .

The Second Amendment also requires Newsoara to pay vTv LLC up to $ 50.0 million in development milestones, $ 65.0 million in sales-related milestones and royalties in the mid single digits depending upon sales volumes.

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