vTv Therapeutics Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934) as of December 31, 2025. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were effective in causing material information relating to us (including our consolidated subsidiaries) to be recorded, processed, summarized and reported by management on a timely basis and to ensure the quality and timeliness of our public disclosures with SEC disclosure obligations. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, with the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error and mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or because the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. Management’s Annual Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external reporting purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those written policies and procedures that: • pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in accordance with generally accepted accounting principles; • provide reasonable assurance that receipts and expenditures are being made only in accordance with management and director authorization; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements. 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 71 Table of Contents 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. Management based this assessment on criteria described in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management determined that as of December 31, 2025, we maintained effective internal control over financial reporting. Changes to Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION Rule 10b5-1 Trading Plans None of the Company's directors or Section 16 reporting officers adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 or Regulation S-K) during the quarter ended December 31, 2025. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable 72 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025. ITEM 11. EXECUTIVE COMPENSATION The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025. 73 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements The following documents are included on pages F-1 through F-24 attached hereto and are filed as part of this Annual Report on Form 10-K. Report of Independent Registered Public Accounting Firm F- 2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F- 4 Consolidated Statements of Operations for the Years Ended December 31, 2025 , 2024 and 2023 F- 5 Consolidated Statements of Changes in Redeemable Noncontrolling Interest and Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025 , 2024 and 2023 F- 6 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 , 2024 and 2023 F- 7 Notes to Consolidated Financial Statements F- 8 (a)(2) Financial Statement Schedules Not applicable (a)(3) List of Exhibits Exhibit Number Description 1.1 Sales Agreement, dated February 28, 2024, by and between vTv Therapeutics Inc. and Cowen and Company, LLC (incorporated by reference from Exhibit 1.1 to the Company’s Form 8-K, filed February 28, 2024 (File No. 001-37524)). 3.1 Amended and Restated Certificate of Incorporation dated July 29, 2015 (incorporated by reference from Exhibit 3.1 to the Company’s Form 8-K, filed August 4, 2015 (File No. 001-37524)). 3.2 Certificate of Amendment to Certificate of Incorporation of vTv Therapeutics Inc. dated May 4, 2021 (incorporated by reference from Exhibit 3.1 to the Company’s Form 8-K, filed May 5, 2021 (File No. 001-37524)). 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. 001-37524)). 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. 001-37524)) 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. 001-37524)). 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. 001-37524)). 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. 001-37524)). 4.4 Form of Warrant (incorporated by reference from Exhibit 4. 2 to the Company's 8-K, filed September 2, 2025 (File No. 001-37524)). 4.5* Description of Capital Stock. 10.1 Reorganization Agreement, dated as of July 29, 2015, among vTv Therapeutics Inc., vTv Therapeutics LLC, vTvx Holdings I LLC, vTvx Holdings II LLC and vTv Therapeutics Holdings LLC (incorporated by reference from Exhibit 10.1 to the Company’s Form 8-K, filed August 4, 2015 (File No. 001-37524)). 10.2 Amended and Restated Limited Liability Company Agreement of vTv Therapeutics LLC, dated July 29, 2015 (incorporated by reference from Exhibit 10.2 to the Company’s Form 8-K, filed August 4, 2015 (File No. 001-37524)). 74 Table of Contents Exhibit Number Description 10.3 Investor Rights Agreement, dated as of July 29, 2015, among vTv Therapeutics Inc., vTv Therapeutics Holdings LLC and other stockholders party thereto from time to time (incorporated by reference from Exhibit 10.3 to the Company’s Form 8-K, filed August 4, 2015 (File No. 001-37524)). 10.4 Exchange Agreement, dated as of July 29, 2015, among vTv Therapeutics LLC, vTv Therapeutics Inc. and vTv Therapeutics Holdings LLC (incorporated by reference from Exhibit 10.4 to the Company’s Form 8-K, filed August 4, 2015 (File No. 001-37524)). 10.5 Tax Receivable Agreement, dated as of July 29, 2015, among vTv Therapeutics Inc. and the other persons named therein (incorporated by reference from Exhibit 10.5 to the Company’s Form 8-K, filed August 4, 2015 (File No. 001-37524)). 10.6 Form of Indemnification Agreement (incorporated by reference from Exhibit 10.7 to Amendment No. 4 to the Company’s Registration Statement on Form S-1, dated July 23, 2015 (File No. 333-204951)). 10.7† vTv Therapeutics Inc. 2015 Omnibus Equity Incentive Plan (incorporated by reference from Exhibit 10.6 to the Company’s Form 8-K, filed August 4, 2015 (File No. 001-37524)). 10.8† vTv Therapeutics Inc. Form of Nonqualified Option Award Agreement (incorporated by reference from Exhibit 10.7 to the Company’s Form 8-K, filed August 4, 2015 (File No. 001-37524)). 10.9† vTv Therapeutics Inc. 2024 Equity Incentive Plan (incorporated by reference from Exhibit 4.5 to the Company’s Registration Statement on Form S-8, dated September 23, 2024 (File No. 333-282290)). 10.10†† Agreement Concerning Glucokinase Activator Project, dated as of February 20, 2007, by and between Novo Nordisk A/S and TransTech Pharma, Inc. (incorporated by reference from Exhibit 10.8 to Amendment No. 1 to the Company’s Registration Statement on Form S-1, dated June 19, 2015 (File No. 333-204951)). 10.11†† License Agreement, dated as of May 31, 2018, by and between Newsoara Biopharma Co., Ltd. and vTv Therapeutics LLC (incorporated by reference from Exhibit 10.1 to the Company’s Form 10-Q, filed August 3, 2018 (File No. 001-37524)). 10.12 First Amendment to vTv Therapeutics Inc. 2015 Omnibus Equity Incentive Plan (incorporated by reference from Exhibit 3.5 to the Company’s Form S-8, filed August 3, 2020 (File No. 333-240304)). 10.13 Common Stock Purchase Agreement, dated as of May 31, 2022, by and between vTv Therapeutics Inc. and G42 Investments AI Holding RSC Ltd. (incorporated by reference from Exhibit 1.1 to the Company’s Form 8-K, filed June 1, 2022 (File No. 001-37524)). 10.14 Common Stock and Warrant Purchase Agreement, dated as of July 22, 2022, by and among vTv Therapeutics Inc., CinPax, LLC and CinRx Pharma, LLC (incorporated by reference from Exhibit 10.1 to the Company’s Form 8-K, filed July 25, 2022 (File No. 001-37524). 10.15† Employment Agreement, dated as of July 25, 2022, by and between vTv Therapeutics LLC and Paul Sekhri (incorporated by reference from Exhibit 10.1 to the Company’s Form 8-K, filed July 27, 2022 (File No. 001-37524)). 10.16† Inducement Award Agreement, dated as of July 26, 2022, by and between vTv Therapeutics Inc. and Paul Sekhri (incorporated by reference from Exhibit 10.2 to the Company’s Form 8-K, filed July 27, 2022 (File No. 001-37524)). 10.17† 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. 001-37524)). 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. 001-37524)). 10.19 Deed of Novation, dated as of December 21, 2022, by and between vTv Therapeutics LLC, G42 Healthcare Technology Projects LLC and G42 Healthcare Technology Solutions LLC (f/k/a Cogna Technology Solutions LLC) (incorporated by reference from Exhibit 10.36 (File No. 001-37524)). 10.20 Deed of Variation, dated as of February 28, 2023, by and between vTv Therapeutics Inc., G42 Investments AI Holding RSC Ltd., and Group 42 Holding Limited (incorporated by reference from Exhibit 10.37 (File No. 001-37524)). 75 Table of Contents Exhibit Number Description 10.21 Securities Purchase Agreement, dated February 27, 2024, by and among vTv Therapeutics Inc. and the investors party thereto (incorporated by reference from Exhibit 10.1 to the Company's 8-K, filed February 28, 2024 (File No. 001-37524)). 10.22 Registration Rights Agreement, dated February 27, 2024, by and among vTv Therapeutics Inc. and the investors party thereto (incorporated by reference from Exhibit 10.2 to the Company's 8-K, filed February 28, 2024 (File No. 001-37524)). 10.23 Amendment to Common Stock and Warrant Purchase Agreement, dated February 27, 2024, by and between vTv Therapeutics Inc. and G42 Investments AI Holdings RSC Ltd (incorporated by reference from Exhibit 10.3 to the Company's 8-K, filed February 28, 2024 (File No. 001-37524)). 10.24 Amendment to Common Stock Purchase Agreement, dated February 27, 2024, by and among vTv Therapeutics Inc., CinPax, LLC and CinRx Pharma, LLC (incorporated by reference from Exhibit 10.4 to the Company's 8-K, filed February 28, 2024 (File No. 001-37524)). 10.25 Amendment to Investor Rights Agreement, dated February 27, 2024, by and between vTv Therapeutics Inc. and M&F TTP Holdings Two LLC (as successor in interest to vTv Therapeutics Holdings LLC) (incorporated by reference from Exhibit 10.5 to the Company's 8-K, filed February 28, 2024 (File No. 001-37524)). 10.26* First Amendment to License Agreement, dated as of November 11, 2020, by and between Newsoara Biopharma Co., Ltd., and vTv Therapeutics LLC. 10.27* Second Amendment to License Agreement, dated as of June 2 6 , 2024, by and between Newsoara Biopharma Co., Ltd., and vTv Therapeutics LLC. 10.28* 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. 001-37524)). 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. 001-37524)). 19.1* Securities Trading Policy of vTv Therapeutics Inc. 21.1* Subsidiaries of vTv Therapeutics Inc. 23.1* Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. 31.1* Certification of President and Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Clawback Policy dated as of October 2, 2023 (incorporated by reference from Exhibit 97.1 to the Company’s Form 10-K, filed March 13, 2024 (File No. 001-37524)). 101* The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Changes in Redeemable Noncontrolling Interest and Stockholders’ Deficit (unaudited), (iv) Consolidated Statements of Cash Flows (unaudited) and (v) Notes to Consolidated Financial Statements (unaudited), tagged as blocks of text and including detailed tags 76 Table of Contents Exhibit Number Description 104* The cover page from this Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL ________________________________________________ † Management contract or compensatory plan or arrangement †† Confidential treatment received with respect to portions of this exhibit. * Filed herewith ITEM 16. FORM 10-K SUMMARY None. 77 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 10, 2026 VTV THERAPEUTICS INC. (Registrant) By: /s/ Paul J. Sekhri Paul J. Sekhri President, Chief Executive Officer and Executive Chairperson By: /s/ Michael Tung Michael Tung Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Paul J. Sekhri President, Chief Executive Officer and Executive Chairperson March 10, 2026 Paul J. Sekhri (Principal Executive Officer) /s/ Michael Tung Executive Vice President and Chief Financial Officer March 10, 2026 Michael Tung (Principal Financial Officer) /s/ Anne M. Phillips Director March 10, 2026 Anne M. Phillips /s/ Daniel K. Spiegelman Director March 10, 2026 Daniel K. Spiegelman /s/ Richard Nelson Director and Executive Vice President, Chief Business Officer March 10, 2026 Richard Nelson /s/ Fahed Al Marzooqi Director March 10, 2026 Fahed Al Marzooqi /s/ Raymond Cheong Director March 10, 2026 Raymond Cheong /s/ Srinivas Akkaraju Director March 10, 2026 Srinivas Akkaraju 78 Table of Contents INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm PCAOB ID No. ( 42 ) F- 2 Financial Statements: Consolidated Balance Sheets as of December 31, 2025 and 2024 F- 4 Consolidated Statements of Operations for the Years Ended December 31, 2025 , 2024 and 2023 F- 5 Consolidated Statements of Changes in Redeemable Noncontrolling Interest and Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025 , 2024 and 2023 F- 6 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 , 2024 and 2023 F- 7 Notes to Consolidated Financial Statements F- 8 The financial statements and other disclosures contained in this report include those of vTv Therapeutics Inc. (“we”, the “Company” or the “Registrant”), which is the registrant, and those of vTv Therapeutics LLC (“vTv LLC”), which is the principal operating subsidiary of the Registrant. Unless the context suggests otherwise, references in this Annual Report on Form 10-K to the “Company”, “we”, “us” and “our” refer to vTv Therapeutics Inc. and its consolidated subsidiaries. F-1 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of vTv Therapeutics Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of vTv Therapeutics Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in redeemable noncontrolling interest and stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates. F-2 Accrued Development Costs Description of the Matter 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). 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 costs incurred. 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 Audit 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. Detroit, Michigan March 10, 2026 F-3 vTv Therapeutics Inc. Consolidated Balance Sheets (dollars in thousands, except per share and share data) December 31, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 88,932 $ 36,746 Prepaid expenses 743 1,192 Other current assets 218 175 Total current assets 89,893 38,113 Other assets 6 153 Total assets $ 89,899 $ 38,266 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 6,557 $ 5,027 Current portion of operating lease liabilities — 169 Warrant liability, related party 84 — Total current liabilities 6,641 5,196 Contract liabilities, net of current portion 18,669 18,669 Warrant liability, related party — 57 Warrant liability 152 43 Total liabilities 25,462 23,965 Commitments and contingencies Stockholders’ equity: Class A common stock, $ 0.01 par value; 200,000,000 shares authorized, 3,938,654 and 2,612,257 shares outstanding as of December 31, 2025 and 2024, respectively 39 26 Class B common stock, $ 0.01 par value; 100,000,000 shares authorized, and 241 and 577,349 outstanding as of December 31, 2025 and 2024, respectively — 6 Additional paid-in capital 391,090 311,885 Accumulated deficit ( 326,692 ) ( 299,718 ) Total stockholders’ equity attributable to vTv Therapeutics Inc. 64,437 12,199 Noncontrolling interest — 2,102 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. F-4 vTv Therapeutics Inc. Consolidated Statements of Operations (in thousands, except per share and share data) Years Ending December 31, 2025 2024 2023 Revenue $ — $ 1,017 $ — Operating expenses: Research and development 17,861 11,546 13,595 General and administrative 14,947 13,651 11,907 Total operating expenses 32,808 25,197 25,502 Operating loss ( 32,808 ) ( 24,180 ) ( 25,502 ) Other (expense) income, net ( 109 ) 160 ( 1,497 ) Other (expense) income – related party ( 27 ) ( 150 ) 574 Interest income 1,870 1,565 472 Interest expense ( 6 ) — ( 13 ) Loss before income taxes and noncontrolling interest ( 31,080 ) ( 22,605 ) ( 25,966 ) Income tax provision — 100 — Net loss before noncontrolling interest ( 31,080 ) ( 22,705 ) ( 25,966 ) Less: net loss attributable to noncontrolling interest ( 4,106 ) ( 4,243 ) ( 5,716 ) Net loss attributable to vTv Therapeutics Inc. $ ( 26,974 ) $ ( 18,462 ) $ ( 20,250 ) Net loss attributable to vTv Therapeutics Inc. common shareholders $ ( 26,974 ) $ ( 18,462 ) $ ( 20,250 ) Net loss per share of vTv Therapeutics Inc. Class A common stock, basic and diluted $ ( 3.20 ) $ ( 3.20 ) $ ( 9.71 ) Weighted average number of vTv Therapeutics Inc. Class A common stock, basic and diluted 8,423,632 5,771,052 2,084,973 The accompanying notes are an integral part of the consolidated financial statements. F-5 vTv Therapeutics Inc. Consolidated Statements of Changes in Redeemable Noncontrolling Interest and Stockholders’ Equity (Deficit) (in thousands, except share data) Class A Common Stock Class B Common Stock Redeemable Noncontrolling Interest Shares Amount Shares Amount Additional Paid-in Capital Accumulated Deficit Total vTv Therapeutics Inc Stockholders’ Equity (Deficit) Noncontrolling Interest Total Stockholders' Equity (Deficit) Balances at December 31, 2022 $ 16,579 2,084,973 $ 21 577,349 $ 6 $ 254,757 $ ( 265,524 ) $ ( 10,740 ) $ — $ ( 10,740 ) 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. — — — — — — ( 18,462 ) ( 18,462 ) — ( 18,462 ) Net loss attributable to redeemable noncontrolling interest (*) ( 1,085 ) — — — — — — — — — Change in redemption value of redeemable noncontrolling interest 214 — — — — — ( 214 ) ( 214 ) — ( 214 ) Reclassification of redeemable noncontrolling interest to permanent equity (See Note 10) ( 5,260 ) — — — — — — — 5,260 5,260 Share-based compensation — — — — — 2,757 — 2,757 — 2,757 Issuance of Class A common stock and pre-funded warrants, net offering costs — 347,884 3 — — 50,332 — 50,335 — 50,335 Issuance of Class A Common Stock under ATM offering — 179,400 2 — — 2,461 — 2,463 — 2,463 Net loss attributable to noncontrolling interest — — — — — — — — ( 3,158 ) ( 3,158 ) Balances at December 31, 2024 — 2,612,257 26 577,349 6 311,885 ( 299,718 ) 12,199 2,102 14,301 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) The accompanying notes are an integral part of the consolidated financial statements. F-6 vTv Therapeutics Inc. Consolidated Statements of Cash Flows (in thousands) Twelve Months Ended December 31, 2025 2024 2023 Cash flows from operating activities: Net loss before noncontrolling interest $ ( 31,080 ) $ ( 22,705 ) $ ( 25,966 ) Adjustments to reconcile net loss before noncontrolling interest to net cash used in operating activities: 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 ) Share-based compensation expense 3,775 2,757 1,578 Realized gain on sale of investment in Reneo Pharmaceuticals, Inc. — — ( 3,061 ) Impairment of investments in Anteris Bio, Inc. — — 4,245 Change in fair value of warrants, related party 27 150 ( 574 ) Change in fair value of warrants 109 ( 160 ) — Changes in assets and liabilities: Prepaid expenses 449 ( 216 ) 1,551 Other current assets ( 43 ) 60 ( 37 ) Other assets 125 119 105 Accounts payable and accrued expenses 1,530 ( 5,215 ) 2,929 Contract liabilities — ( 17 ) — Other liabilities ( 169 ) ( 169 ) ( 154 ) Net cash used in operating activities ( 25,255 ) ( 25,307 ) ( 19,081 ) Cash flows from investing activities: Proceed from sale of investments in Reneo Pharmaceuticals, Inc. — — 4,404 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 — Proceeds from issuance of Class A common stock, net of offering costs — 2,463 — Proceeds from sale of Class A common stock to collaboration partner, net of offering costs — — 12,030 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 Repayment of notes payable ( 392 ) ( 191 ) ( 599 ) Net cash provided by financing activities 77,441 52,607 11,997 Net increase (decrease) in cash, cash equivalents 52,186 27,300 ( 2,680 ) Total cash and cash equivalents, beginning of year 36,746 9,446 12,126 Total cash and cash equivalents, end of year $ 88,932 $ 36,746 $ 9,446 Supplemental cash flow information: Cash paid for interest $ 6 $ 2 $ 14 Cash paid for income taxes $ — $ 100 $ — Non-cash activities: Change in redemption value of noncontrolling interest $ — $ ( 214 ) $ ( 4,732 ) Reclassification of noncontrolling interest to additional paid-in capital $ 2,004 $ 5,260 $ — The accompanying notes are an integral part of the consolidated financial statements. F-7 vTv Therapeutics Inc. Notes to Consolidated Financial Statements (dollar amounts are in thousands, unless otherwise noted) Note 1: Description of Business, Basis of Presentation and Going Concern Description of Business vTv Therapeutics Inc. (the “Company,” the “Registrant,” “we” or “us”) was incorporated in the state of Delaware in April 2015. 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. The Company has determined that vTv LLC is a variable-interest entity (“VIE”) for accounting purposes and that vTv Therapeutics Inc. is the primary beneficiary of vTv LLC because (through its managing member interest in vTv LLC and the fact that the senior management of vTv Therapeutics Inc. is also the senior management of vTv LLC) it has the power and benefits to direct all of the activities of vTv LLC, which include those that most significantly impact vTv LLC’s economic performance. vTv Therapeutics Inc. has therefore consolidated vTv LLC’s results pursuant to Accounting Standards Codification Topic 810, “Consolidation” in its Consolidated Financial Statements. The assets and liabilities of vTv LLC represent substantially all of the Company's consolidated assets and liabilities with the exception of the Warrants and $ 68.4 million of cash and cash equivalents. 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. 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. will not be required to provide financial or other support for vTv LLC. However, vTv Therapeutics Inc. will control its business and other activities through its managing member interest in vTv LLC, and its management is the management of vTv LLC. Nevertheless, because vTv Therapeutics Inc. will have no material assets other than its interests in vTv LLC, any financial difficulties at vTv LLC could result in vTv Therapeutics Inc. recognizing a loss. Liquidity To date, the Company has not generated any product revenue and has not achieved profitable operations. The continuing development of our drug candidates will require additional financing. From its inception through December 31, 2025, the Company has funded its operations primarily through a combination of private placements of common and preferred equity, research collaboration agreements, upfront and milestone payments for license agreements, debt and equity financings and the completion of its IPO in August 2015. As of December 31, 2025, the Company had an accumulated deficit of $ 326.7 million and has generated net losses in each year of its existence. As of December 31, 2025, the Company's liquidity sources included cash and cash equivalents of $ 88.9 million. 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, 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. 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 F-8 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. Note 2: Summary of Significant Accounting Policies Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the grant date fair value of equity awards, the fair value of warrants to purchase shares of its Class A common stock, the useful lives of property and equipment and the fair value of the Company’s debt, among others. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable, the results of which form the basis for making judgments about the carrying value of assets and liabilities. Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash on deposit with multiple financial institutions. The balance of the cash account frequently exceeds insured limits. The associated risk of concentration for cash and cash equivalents is mitigated by transferring a majority of our cash to a AAA rated money market account with a creditworthy institution. 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). The Company did not have any revenue during the years ended December 31, 2025 or December 31, 2023. Cash and Cash Equivalents The Company considers any highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. Collaboration Revenue and Accounts Receivable The majority of the Company’s collaboration revenue and accounts receivable relates to its agreements to license certain of its potential drug products for development. See Note 3 for further discussion of the Company’s collaboration agreements. Accounts receivable are stated at net realizable value. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance based on its history of collections and write-offs and the current status of all receivables. Property and Equipment and other Long-lived Assets The Company records property and equipment at cost less accumulated depreciation. Costs of renewals and improvements that extend the useful lives of the assets are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is determined on a straight-line basis over the estimated useful lives of the assets, which generally range from three to seven years . Leasehold improvements are depreciated over the shorter of the useful life of the asset or the term of the related lease. Upon retirement or disposition of assets, the costs and related accumulated depreciation are removed from the accounts with the resulting gains or losses, if any, reflected in results of operations. The estimated useful lives of property and equipment are as follows: Asset Category Useful Life (in years) Computers and hardware 3 - 5 Furniture and office equipment 3 - 7 Software 3 Leasehold improvements Shorter of useful life or remaining term of lease F-9 The Company periodically assesses its property and equipment and other long-lived assets for impairment in accordance with the relevant accounting guidance. No such charges were recognized during the years ended December 31, 2025, 2024 or 2023. There were no assets held for sale at December 31, 2025 or 2024. Investments Investments in entities in which the Company has no control or significant influence, is not the primary beneficiary, and have a readily determinable fair value are classified as equity investments with readily determinable fair value. The investments are measured at fair value based on a quoted market price per unit in active markets multiplied by the number of units held without consideration of transaction costs (Level 1). Gains and losses are recorded in other (expense) income, net on the Consolidated Statements of Operations. 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, 2025 and 2024 , the Company has no investments. Revenue Recognition The Company uses the revenue recognition guidance established by ASC 606, “Revenue From Contracts With Customers” (“ASC 606”). When an agreement falls under the scope of other standards, such as ASC 808, Collaborative Arrangements (“ASC 808”), the Company will apply the recognition, measurement, presentation, and disclosure guidance in ASC 606 to the performance obligations in the agreements if those performance obligations are with a customer. Revenue recognized by analogizing to ASC 606, is recorded as collaboration revenue on the statements of operations. The majority of the Company’s revenue results from its license and collaboration agreements associated with the development of investigational drug products. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. For each contract meeting these criteria, the Company identifies the performance obligations included within the contract. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The Company then recognizes revenue under each contract as the related performance obligations are satisfied. The Company will recognize collaboration revenue under ASC 808 as a stand-ready obligation under ASC 606 over time based on the estimated period of performance. The transaction price under the contract is determined based on the value of the consideration expected to be received in exchange for the transferred assets or services. Development, regulatory and sales milestones included in the Company’s collaboration agreements are considered to be variable consideration. The amount of variable consideration expected to be received is included in the transaction price when it becomes probable that the milestone will be met. For contracts with multiple performance obligations, the contract’s transaction price is allocated to each performance obligation using the Company’s best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is the expected cost plus margin approach. Revenue is recognized over the related period over which the Company expects the services to be provided using a proportional performance model or a straight-line method of recognition if there is no discernible pattern over which the services will be provided. Fair Value of Financial Instruments The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods 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. The three tiers are defined as follows: • Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; • Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and F-10 • 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 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. The Company records accruals based on estimates of the services received, efforts expended and amounts owed pursuant to contracts with numerous contract research and manufacturing organizations. In the normal course of business, the Company contracts with third parties to perform various clinical study activities in the ongoing development of potential products. The financial terms of these agreements are subject to negotiation and variation from contract to contract and may result in uneven payment flows. Payments under the contracts depend on factors such as the achievement of certain events and the completion of portions of the clinical study or similar conditions. The objective of the Company’s accrual policy is to match the recording of expenses in its consolidated financial statements to the actual services received and efforts expended. As such, expense accruals related to clinical studies are recognized based on the Company’s estimate of the degree of completion of the event or events specified in the specific clinical study. The Company records nonrefundable advance payments it makes for future research and development activities as prepaid expenses. Prepaid expenses are recognized as expenses in the Consolidated Statements of Operations as the Company receives the related goods or services. Research and development costs that are reimbursed under a cost-sharing arrangement are reflected as a reduction of research and development expense. Patent Costs Patent costs, including related legal costs, are expensed as incurred and recorded within general and administrative operating expenses on the Consolidated Statements of Operations. Income Taxes From its formation on August 1, 2015, vTv Therapeutics Inc. has been subject to corporate level income taxes. Prior to July 30, 2015, the Company’s predecessor entities were taxed as partnerships and all their income and deductions flowed through and were subject to tax at the partner level. vTv Therapeutics Inc. is required to recognize deferred tax assets and liabilities for the difference between the financial reporting and tax basis of its investment in vTv LLC. The Company’s income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management’s best assessment of estimated future taxes to be paid. The Company is subject to income taxes in both the United States and various state jurisdictions. Significant judgments and estimates are required in determining the consolidated income tax expense. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the consolidated financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of differences between the consolidated financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period in which the enactment date occurs. 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. F-11 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. Interest and penalties related to income taxes are included in the benefit (provision) for income taxes in the Company’s Consolidated Statements of Operations. The Company has not incurred any significant interest or penalties related to income taxes in any of the periods presented. Noncontrolling 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. Prior to February 27, 2024, the Company recorded the noncontrolling interest represented by the vTv Units and the Class B common stock at the higher of (1) its initial fair value plus accumulated earnings/losses associated with the noncontrolling interest or (2) the redemption value as of the balance sheet date. See discussion and additional detail of the noncontrolling interest at Note 10. Segment and Geographic Information Operating segments are defined as an enterprise’s components (business activities from which it earns revenue and incurs expenses) for which discrete financial information is (1) available; and (2) is regularly reviewed by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is its President and Chief Executive Officer. All of the Company's principal operations, assets, and decision-making functions are based in the U.S., and as a result, all of our financial information is derived from domestic sources. The Company’s business operates in one reportable segment comprised of one operating segment. Leases The Company determines if an arrangement is a lease at inception. Balances recognized related to operating leases are included in operating lease right-of-use assets and operating lease liabilities in the Consolidated Balance Sheets. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise the option. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The operating lease right-of-use asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company has elected a practical expedient to not separate its lease and non-lease components and instead account for them as a single lease component. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. 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 Compensation expense for share-based compensation awards issued is based on the fair value of the award at the date of grant, and compensation expense is recognized for those awards earned over the service period. The grant date fair value of stock option awards is estimated using the Black-Scholes option pricing formula. Expected volatility is based on the historical volatility of the Company’s common stock over the most recent period commensurate with the estimated expected term of the Company’s stock options offering period which is derived from historical experience. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. 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. 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. F-12 In the event the participant’s employment by or engagement with (as a director or otherwise) the Company terminates before exercise of the options granted, the stock options granted to the participant shall immediately expire and all rights to purchase shares there under shall immediately cease and expire and be of no further force or effect, other than applicable exercise rights for vested shares that may extend past the termination date as provided for in the participant’s applicable option award agreement. The fair value of restricted stock units (“RSU”) grants is based on the market value of the Class A common stock on the date of grant. The Company also estimates the amount of share-based awards that are expected to be forfeited based on historical employee turnover rates. Comprehensive Income 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 Income Taxes : In December 2023, the FASB issued ASU 2023-09: “ Improvements to Income Tax Disclosures ” (“ASU 2023-09”). The ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in the ASU address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 will be effective for us in the annual period beginning January 1, 2025, though early adoption is permitted. The Company 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: In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses” . This guidance requires disclosures about significant expense categories, including but not limited to, inventory purchases, employee compensation, depreciation, amortization, and selling expenses . This amendment is effective for our annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. We are currently assessing the impact of this guidance on our disclosures. Note 3: Collaboration Agreements G42 Purchase Agreement and Cogna Collaborative and License Agreement The Company and G42 Investments AI Holding RSC Ltd, a private limited company (“G42 Investments”), entered into a Common Stock Purchase Agreement (the “G42 Purchase Agreement”), on May 31, 2022, pursuant to which the Company sold to G42 Investments 259,657 shares of the Company’s Class A common stock, for an aggregate purchase price of $ 25.0 million, which was paid (i) $ 12.5 million in cash at the closing and (ii) $ 12.5 million in the form of a promissory note of G42 Investments to be paid at May 31, 2023 (the "G42 Promissory Note"). On February 28, 2023, the Company and G42 Investments amended the G42 Purchase Agreement and modified the G42 Promissory Note to accelerate the payment due under the note. Pursuant to the amendment, on February 28, 2023, the Company received $ 12.0 million, which reflected the original amount due under the G42 Promissory Note less a 3.75 % discount, in full satisfaction of the note, resulting in a loss of $ 0.3 million and was recognized as a component of other (expense)/income in the Company’s Consolidated Statements of Operations. 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. F-13 Contemporaneously with the G42 Purchase Agreement, effective on May 31, 2022, the Company entered into a collaboration and license agreement (the “Cogna Agreement”) with Cogna Technology Solutions LLC, an affiliate of G42 Investments (“Cogna”), which requires Cogna to work with the Company in performing clinical trials for cadisegliatin ( TP399) as well as jointly creating a global development plan to develop, market, and commercialize cadisegliatin in certain countries in the Middle East, Africa, and Central Asia (the “Partner Territory”). Under the terms of the Cogna Agreement, Cogna will obtain a license under certain intellectual property controlled by the Company to enable it to fulfill its obligations and exercise its rights under the Cogna agreement, including to develop and commercialize cadisegliatin in the Partner Territory, but will not have access to the various intellectual property (“IP”) related to the license and cadisegliatin . Specifically, the Company will share various protocols with Cogna related to conducting the clinical trials and will provide the patient dosages and placebo of cadisegliatin needed to conduct the trials. Under the Cogna Agreement, Cogna has the right to develop and commercialize cadisegliatin in the Partner Territory at its own cost once restrictions on the use of the IP have been lifted by the Company. The Cogna Agreement determined which specific countries in the Partner Territory that Cogna may pursue development and commercialization and provides the Company with the ability to determine when Cogna can benefit from this IP through the powers granted to the Company to approve the global development plan. Further, the Company may supply at cost, or Cogna may manufacture, cadisegliatin for commercial sale under terms to be agreed upon by the parties at a later date. Separately, the Company will conduct its clinical trials for cadisegliatin outside of the Partner Territory at its own cost. The results of each party’s clinical trials may be combined by the Company to seek FDA approval in the United States for cadisegliatin . On December 21, 2022, G42 Healthcare Technology Solutions LLC (formerly known as Cogna Technology Solutions LLC) novated its rights and obligation under the Cogna Agreement to G42 Healthcare Research Technology Projects LLC ("G42 Healthcare"), an affiliate of G42 Investments. As a result of the novation, all reference to Cogna herein shall be deemed to refer to G42 Healthcare. The G42 Purchase Agreement also provides for, following the receipt of the cadisegliatin FDA Approval, at the option of G42 Investments, either (a) the issuance of the Company’s Class A common stock (the “Milestone Shares”) having an aggregate value equal to $ 30.0 million or (b) the payment by the Company of $ 30.0 million in cash (the “Milestone Cash Payment”). The issuance of the Milestone Shares or the payment of the Milestone Cash Payment, as applicable, is conditioned upon receipt of the cadisegliatin FDA Approval and subject to certain limitations and conditions set forth in the G42 Purchase Agreement. There can be no assurance that the cadisegliatin FDA Approval will be granted or as to the timing thereof. Once commercialization takes place in the Partner Territory, the Company will receive royalties in the single digits from Cogna on the net sales of cadisegliatin for a period of at least ten years after the first commercial sale of cadisegliatin in the Partner Territory. A premium was paid on the Class A common stock by G42 Investments of $ 18.7 million, net of a note receivable discount of $ 0.6 million. This premium is determined to be the transaction price for all remaining obligations under the agreements, which will be accounted for under ASC 808 or ASC 606 based on determination of the unit of account. The Company determined that certain commitments under the agreements are in the scope of ASC 808 as both the Company and Cogna are active participants in the clinical trials of cadisegliatin , and both are exposed to significant risks and rewards based on the success of the clinical trials and subsequent FDA approval. Cogna is determined to be a vendor of the Company during the clinical trial phase, working on the Company’s behalf to complete research and development activities, and not in a customer capacity. The Company accounted for the commitments related to the clinical trials, which includes transfer of trial protocols, supply of clinical trial dosages, and collaboration on the joint development committee (“JDC”) as an ASC 808 unit of account, applying the recognition and measurement principles of ASC 606 by analogy. The Company will recognize collaboration revenue for its development activities under ASC 808 over time based on the estimated period of performance. By applying the principals in ASC 606 by analogy, the Company identified the performance obligation and considered the timing of satisfaction of the obligation to account for the pattern of revenue recognition. In order to recognize collaboration revenue, generally, the Company would begin satisfying its performance obligation and Cogna would need to be able to use and benefit from delivery of the assets or services. 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, 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 F-14 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. The Company will recognize revenue from the material right related to Cogna’s ability to purchase the commercial supply at cost as Cogna purchases the commercial supply from the Company, which will occur after the completion of the initial clinical trials (if Cogna decides to purchase the clinical supply from the Company). As a result, the Company has not recognized any revenue under the ASC 606 unit of account during the years ended December 31, 2025 and 2024. On February 28, 2023, the Company and G42 Investments amended the G42 Purchase Agreement and modified the G42 Promissory Note to accelerate the payment due under the note. Pursuant to the amendment, on February 28, 2023, the Company received $ 12.0 million, which reflected the original amount due under the G42 Promissory Note less a 3.75 % discount, in full satisfaction of the note , resulting in a loss of $ 0.3 million and was recognized as a component of other (expense) income in the Company’s Consolidated Statements of Operations. The G42 Promissory Note receivable was classified and accounted for under ASC 310 Receivables (“ASC 310”) and was initially measured at its fair value of $ 11.9 million. The Company also recorded the $ 18.7 million as deferred revenue in the Consolidated Balance Sheets, as none of the underlying performance obligations had been satisfied as of and for the years ended December 31, 2025 and 2024 . On February 27, 2024, the Company and G42 Investments further amended the G42 Purchase Agreement in connection with the Private Placement. Newsoara License Agreement On May 31, 2018, the Company entered into a license agreement with Newsoara Biopharma Co., Ltd., (“Newsoara”) (the “Newsoara License Agreement”), under which Newsoara obtained an exclusive and sublicensable license to develop and commercialize the Company’s phosphodiesterase type 4 inhibitors (“PDE4”) program, including the compound HPP737 , in China and other Pacific Rim territories (collectively, the “Newsoara License Territory”). Additionally, under the Newsoara License Agreement, the Company obtained a non-exclusive, sublicensable, royalty-free license to develop and commercialize certain Newsoara patent rights and know-how related to the Company’s PDE4 program for therapeutic uses in humans outside of the Newsoara License Territory. The Newsoara License Agreement was amended in 2020 to change certain future milestone payments and patent rights (the “First Newsoara Amendment”). Under the terms of the Newsoara License Agreement, Newsoara paid the Company an upfront cash payment of $ 2.0 million. During the year ended December 31, 2019, the Company received an additional payment of $ 1.0 million related to the satisfaction of a development milestone during the year. As amended, the Company is eligible to receive additional potential development, regulatory and sales-based milestone payments totaling up to $ 76.5 million. In addition, Newsoara is obligated to pay the Company royalty payments at mid to upper single digit rates, based on tiers of annual net sales of licensed products. Such royalties will be payable on a licensed product-by-licensed product and country-by-country basis until the latest of expiration of the licensed patents covering a licensed product in a country, expiration of data exclusivity rights for a licensed product in a country or a specified number of years after the first commercial sale of a licensed product in a country. 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. In accordance with ASC 606, the Company identified all of the performance obligations at the inception of the Newsoara License Agreement. The significant obligations were determined to be the license and the technology transfer services. The Company determined that the license and technology transfer services represent a single performance obligation because they were not capable of being distinct on their own. The transaction price has been fully allocated to this combined performance obligation and the related revenue was recognized during the year ended December 31, 2018. In the first quarter of 2024, the transaction price for this performance obligation was increased by $ 1.0 million due to the satisfaction of a development milestone under the Newsoara License Agreement. This amount was fully recognized as revenue during the year ended December 31, 2024, as the related performance obligation was fully satisfied. 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. F-15 Note 4: Share-Based Compensation The Company has issued non-qualified stock option awards to management, other key employees, consultants, and nonemployee directors and these options vest ratably over a four-year period. In addition, we issued options in connection with the private placement on February 27, 2024, that vest ratably over a three-year period. The option awards expire after a term of ten years from the date of grant. For the years ended December 31, 2025, 2024 and 2023, the Company recognized $ 3.8 million, $ 2.8 million and $ 1.6 million, respectively, of compensation expense related to share-based awards. Given that the Company has established a full valuation allowance against its deferred tax assets, the Company has recognized no tax benefit related to these awards. As of December 31, 2025, the Company had total unrecognized stock-based compensation expense of approximately $ 6.2 million, which is expected to be recognized on a straight-line basis over a weighted average period of 2.5 years. 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 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. The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options granted. The fair value of stock options granted was estimated using the following assumptions during the years ended December 31, 2025, 2024 and 2023: For the Year Ended December 31, 2025 2024 2023 Expected volatility 89.03 % - 93.76 % 96.84 % - 108.61 % 121.01 % - 126.76 % Expected life of option, in years 5.5 - 6.1 5.5 - 6.1 5.5 - 6.1 Risk-free interest rate 3.68 % - 4.13 % 3.44 % - 4.36 % 3.42 % - 4.61 % Expected dividend yield 0.00 % 0.00 % 0.00 % The following table summarizes the activity related to the stock option awards for the year ended December 31, 2025 (in thousands, except per share amounts): Number of Shares Weighted 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 Options exercisable at December 31, 2025 404,640 $ 35.25 $ 6,593 Weighted average remaining contractual term 6.9 Years Options vested and expected to vest at December 31, 2025 899,743 $ 26.00 Weighted average remaining contractual term 8.0 Years Compensation expense related to the grants of stock options is included in research and development and general and administrative expense as follows (in thousands): 2025 2024 2023 Research and development $ 1,124 $ 742 $ 425 General and administrative 2,651 2,015 1,153 Total share-based compensation expense $ 3,775 $ 2,757 $ 1,578 F-16 Note 5: Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2025 2024 Prepaid insurance $ 498 $ 577 Prepaid software 117 43 Prepaid - other 128 572 Other current assets 218 $ 175 Total $ 961 $ 1,367 Note 6: Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist of the following (in thousands): December 31, 2025 2024 Accounts payable $ 1,132 $ 939 Accrued development costs 3,045 2,263 Accrued compensation and related costs 2,081 1,509 Accrued other 299 316 Total $ 6,557 $ 5,027 Note 7: Leases In August 2019, the Company leased office space for its headquarters location under an operating lease. This lease commenced in November 2019 after the completion of certain tenant improvements made by the lessor. The lease included an option to renew for a five-year term as well as an option to terminate after three years , neither of which was recognized as part of its related right of use assets or lease liabilities as their election was not considered reasonably certain. In November 2022, the Company entered into a second amendment to the lease, (i) to reduce the square footage and (ii) to extend the lease term, which constituted a modification event under ASC 842 and, the lease classification for the asset remains as an operating lease. Further, the second amendment to the lease does not include any material residual value guarantee or restrictive covenants. 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. Note 8: Commitments and Contingencies Legal Matters From time to time, the Company is involved in various legal proceedings arising in the normal course of business. If a specific contingent liability is determined to be probable and can be reasonably estimated, the Company accrues and discloses the amount. The Company is not currently a party to any material legal proceedings. Novo Nordisk In February 2007, the Company entered into an Agreement (the “Novo License Agreement”) Concerning Glucokinase Activator Project with Novo Nordisk A/S (the “Novo Nordisk”) whereby the Company obtained an exclusive, worldwide, sublicensable license under certain Novo Nordisk intellectual property rights to discover, develop, manufacture, have manufactured, use and commercialize products for the prevention, treatment, control, mitigation or palliation of human or animal diseases or conditions. As part of this license grant, the Company obtained certain worldwide rights to Novo Nordisk’s GKA program, including rights to preclinical and clinical compounds such as cadisegliatin . This agreement was F-17 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. Note 9: Stockholders’ Equity (Deficit) Amendment to Certificate of Incorporation On November 20, 2023, the Company filed an amendment to its Amended and Restated Certificate of Incorporation as amended, to effect a reverse stock split at a ratio of 1-for-40 (the "Reverse Stock Split"). Pursuant to the Reverse Stock Split, every 40 shares of the Company’s Class A common stock was combined into one issued and outstanding share of Class A Common Stock and every 40 shares of the Company’s Class B common stock was combined into one issued and outstanding share of Class B Common Stock. The Reverse Stock Split did not reduce the number of authorized shares of Class A and Class B common stock, which remained at 200,000,000 and 100,000,000 respectively and did not change the par value of the common stock, which remained at $ 0.01 per share. The Reverse Stock Split did not have any effect on the number of authorized shares of the Company’s preferred stock, par value of $ 0.01 per share, which would remain at 50,000,000 shares. Currently no shares of preferred stock are outstanding. 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. The pre-funded warrants were immediately exercisable, have an exercise price of $ 0.01 and may be exercised at any time after the date of issuance. A holder of pre-funded warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 9.99 % of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise. A holder of the pre-funded warrants may increase or decrease this percentage not in excess of 19.99 % by providing at least 61 days’ prior notice to the Company. 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. F-18 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 On May 31, 2022, the Company and G42 Investments entered in to the G42 Purchase Agreement (see Note 3), pursuant to which the Company agreed to sell to G42 Investments 259,657 shares of the Company's Class A common stock, for an aggregate purchase price of $ 25.0 million, consisting of (i) $ 12.5 million in cash at the closing of the transaction and (ii) $ 12.5 million in the form of a promissory note of G42 Investments to be paid at the one-year anniversary of the execution of the G42 Purchase Agreement (the "G42 Promissory Note"). On February 28, 2023, the Company and G42 Investments amended the G42 Purchase Agreement and modified the G42 Promissory Note to accelerate the payment due under the note. Pursuant to the amendment, on February 28, 2023, the Company received $ 12.0 million, which reflected the original amount due under the G42 Promissory Note less a 3.75 % discount, in full satisfaction of the note, resulting in a loss of $ 0.3 million and was recognized as a component of other (expense) income net, in the Company’s Consolidated Statements of Operations. ATM Offering 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. Letter Agreement Warrants The Company previously entered into the Letter Agreements with MacAndrews. Under the terms of the Letter Agreements, the Company had the right to sell to MacAndrews shares of its Class A common stock at a specified price per share, and MacAndrews had the right (exercisable up to three times) to require the Company to sell to it shares of Class A common stock at the same price. In addition, in connection with and as a commitment fee for the entrance into certain of these Letter Agreements, the Company also issued MacAndrews warrants (the “Letter Agreement Warrants”) to purchase additional shares of the Company’s Class A common stock. The Letter Agreement Warrants were recorded as warrant F-19 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, 2025, 2024 and 2023 the change in fair value in related party warrants was immaterial. Note 10: Noncontrolling Interest 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. On February 27, 2024, in connection with the Private Placement financing, the Investor Rights Agreement altered M&F TTP Holdings Two LLC (“M&F”) governance rights such that directors designated by M&F no longer comprise a majority of the Company’s Board of Directors (see Note 11). The redeemable noncontrolling interest redemption feature to exchange vTv Units for cash rather than shares of Class A common stock is a contingent event that is now within control of the Company through the Company’s independent Board of Directors. As a result, $ 5.3 million representing the fair value of redeemable noncontrolling interest on February 27, 2024, was reclassified from temporary equity in the mezzanine section of the Consolidated Balance Sheets to noncontrolling interest as a component of permanent equity. 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 loss attributable to vTv Therapeutics Inc. and transfers to noncontrolling interest: December 31, 2025 2024 2023 Net loss attributable to vTv Therapeutics Inc. common shareholders $ ( 26,974 ) $ ( 18,462 ) $ ( 20,250 ) Decrease in vTv Therapeutics Inc. 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. common shareholders and transfers to noncontrolling interest $ ( 27,029 ) $ ( 26,054 ) $ ( 20,250 ) Note 11: Related-Party Transactions MacAndrews & Forbes Incorporated 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. Exchange Agreement Pursuant to the terms of the Exchange Agreement, but subject to the Amended and Restated LLC Agreement of vTv Therapeutics LLC, the vTv Units (along with a corresponding number of shares of the Class B common stock) are exchangeable for (i) shares of the Company's Class A common stock on a one -for-one basis or (ii) cash (based on the fair market value of the Company’s Class A common stock as determined pursuant to the Exchange Agreement), at the Company’s option (as the managing member of vTv Therapeutics LLC), subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. Any decision to require an exchange for cash rather than shares of Class A common stock will ultimately be determined by the entire Board of Directors. As of December 31, 2025, MacAndrews had exchanged 577,108 shares under the provisions of the Exchange Agreement. F-20 Tax Receivable Agreement The Company and MacAndrews are party to a tax receivable agreement (the "Tax Receivable Agreement"), which provides for the payment by the Company, M&F TTP Holdings Two LLC, as successor in interest to vTv Therapeutics Holdings (“M&F”) and M&F TTP Holdings LLC provides for the payment by the Company to M&F (or certain of its transferees or other assignees) of 85 % of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the Company actually realizes (or, in some circumstances, the Company is deemed to realize) as a result of (a) the exchange of Class B common stock, together with the corresponding number of vTv Units, for shares of the Company’s Class A common stock (or for cash), (b) tax benefits related to imputed interest deemed to be paid by the Company as a result of the Tax Receivable Agreement and (c) certain tax benefits attributable to payments under the Tax Receivable Agreement. 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 The Company is party to an investor rights agreement with M&F, as successor in interest to vTv Therapeutics Holdings (the “Investor Rights Agreement”). The Investor Rights Agreement provides M&F with certain demand, shelf and piggyback registration rights with respect to its shares of Class A common stock and also provides M&F with certain governance rights, depending on the size of its holdings of Class A common stock. Under the Investor Rights Agreement, M&F was initially entitled to nominate a majority of the members of the Board of Directors and designate the members of the committees of the Board of Directors. The Investor Rights Agreement was amended on February 27, 2024 to alter M&F governance rights that now entitles M&F the right to designate two members of our Board of Directors, and as part of the Private Placement, the Private Placement Investors have rights to designate three members of our Board of Directors, making it more difficult for a third party to acquire control of our Board. The agreement with the Private Placement Investors also provides that five of our directors must approve certain actions including any acquisition by a third party, which makes it more difficult for our Board of Directors to approve such a transaction. Note 12: Segment Information Our CODM is our President and Chief Executive Officer, Paul Sekhri. The CODM makes decisions on resource allocation, assesses performance of the business, and monitors budget versus actual results using net loss. Net loss is also a measure that is considered in monitoring budget versus actual results. The measure of the segment assets is reported on the consolidated balance sheet as total assets. The Company manages its business activities on a consolidated basis and operates in a single reportable segment. Its operations primarily focus on the research and development of its lead product candidate, cadisegliatin, and it has not yet generated any revenue. All of the Company's principal operations, assets, and decision-making functions are based in the U.S., and as a result, all of our financial information is derived from domestic sources except for revenue of $ 1.0 million 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): Years Ended December 31, 2025 2024 2023 Direct research and development expense: Cadisegliatin 11,434 6,026 10,182 Other projects* ( 1,258 ) 490 676 Indirect research and development expense† 7,685 5,030 2,737 Total research and development expense $ 17,861 $ 11,546 $ 13,595 * Includes HPP737 and azeliragon † Includes share-based compensation Segment revenue is consistent with what is presented in the Company’s Consolidated Statements of Operations. Other segment items consist of (i) general and administrative expenses, which include share-based compensation, (ii) interest and other (expense) income and (iii) income tax expense, all of which are reflected in the Company’s Statements of Operations. F-21 Note 13: Income Taxes 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 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. federal statutory income tax rate to the Company’s effective tax rate is as follows (in thousands): Year Ended December 31, 2025 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): December 31, 2024 2023 U.S. statutory tax benefit $ ( 4,747 ) $ ( 5,453 ) Partnership income (federal) not subject to tax to the Company 891 1,200 Foreign withholding tax 79 — State taxes (net of federal benefit) ( 928 ) ( 2 ) Research and development tax credit ( 373 ) ( 273 ) Other 190 ( 64 ) Change in valuation allowance 4,988 4,592 Provision for income taxes $ 100 $ — Effective income tax rate ( 0.4 ) % 0.0 % F-22 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: December 31, 2025 2024 Deferred tax assets: Net operating loss carryforwards $ 37,094 $ 27,819 R&D Tax Credit carryforwards 2,815 2,491 Investment in partnerships 9,789 3,322 Capital loss carryforward 383 395 Other 47 2 Total deferred tax assets 50,128 34,030 Valuation allowance ( 50,128 ) ( 34,030 ) Net deferred tax assets $ — $ — The Company assesses the available positive evidence and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of existing deferred tax assets. A significant piece of objective negative evidence evaluated was the Company’s recent operating losses. Such objective evidence limits the ability to consider other subjective evidence, such as forecasts of profitability. Based on the weight of objective evidence, including cumulative pre-tax losses in recent years, the Company concluded that its deferred tax assets were not realizable on a more-likely-than-not basis and recorded a full valuation allowance. During the year ended December 31, 2025, the Company’s valuation allowance increased by $ 16.1 million. The Company has federal net operating loss carryforwards of $ 171.1 million that will be available to offset future taxable income. Approximately, $ 38.8 million of these carryforwards expire in varying amounts starting in 2035 to 2037, if not utilized and are available to offset 100 % of future taxable income. The remaining $ 132.3 million may be carried forward indefinitely but are only available to offset 80 % of future taxable income. 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 $ 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. As of December 31, 2025, the Company had no uncertain tax positions. There are no uncertain tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within twelve months of December 31, 2025. The Company files U.S. federal income tax returns and income tax returns in various state and local jurisdictions. The earliest open tax years that are still subject to examination by the IRS and the aforementioned state tax authorities are 2022 to 2025. Note 14: Net Loss per Share Basic loss per share is computed by dividing net loss attributable to vTv Therapeutics Inc. by the weighted average number of shares of Class A common stock outstanding during the period. Diluted loss per share is computed giving effect to all potentially dilutive shares. Diluted loss per share for all periods presented is the same as basic loss per share as the inclusion of potentially issuable shares would be antidilutive. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of Class A common stock is as follows (amounts in thousands, except per share amounts): F-23 Year Ended December 31, 2025 2024 2023 Numerator: Net loss $ ( 31,080 ) $ ( 22,705 ) $ ( 25,966 ) Less: Net loss attributable to noncontrolling interests ( 4,106 ) ( 4,243 ) ( 5,716 ) Net loss attributable to vTv Therapeutics Inc. ( 26,974 ) ( 18,462 ) ( 20,250 ) Net loss attributable to common shareholders of vTv Therapeutics Inc., basic and diluted $ ( 26,974 ) $ ( 18,462 ) $ ( 20,250 ) Denominator: Weighted average vTv Therapeutics Inc. Class A common stock, basic and diluted (1) 8,423,632 5,771,052 2,084,973 Net loss per share of vTv Therapeutics Inc. Class A common stock, basic and diluted $ ( 3.20 ) $ ( 3.20 ) $ ( 9.71 ) (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, 2025 and 2024. Potentially dilutive securities not included in the calculation of dilutive net loss per share are as follows: Year Ended December 31, 2025 2024 2023 Class B common stock (1) 241 577,349 577,349 Common stock options granted under the Plan 1,017,620 705,593 249,247 Common stock warrants 5,292,892 70,639 76,545 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. Each share of Class B common stock (together with a corresponding vTv Unit) is exchangeable for one share of Class A common stock. Note 15: Subsequent Events 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. F-24