Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 04, 2016 | Jun. 30, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | VTVT | ||
Entity Registrant Name | vTv Therapeutics Inc. | ||
Entity Central Index Key | 1,641,489 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 0 | ||
Class A Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 9,274,634 | ||
Class B Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 23,537,866 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 88,003 | $ 1,384 |
Restricted cash and cash equivalents | 130 | |
Account receivable, net | 69 | |
Prepaid expenses and other current assets | 1,114 | 97 |
Total current assets | 89,186 | 1,611 |
Note receivable | 6,594 | |
Property and equipment, net | 624 | 3,778 |
Receivable due from a related party, net | 800 | |
Employee loans receivable - related party | 49 | 58 |
Other long-term assets | 1,673 | 110 |
Total assets | 91,532 | 12,951 |
Current liabilities: | ||
Accounts payable and accrued expenses | 6,627 | 3,079 |
Accounts payable and accrued expenses - related party | 880 | 1,752 |
Deferred revenue | 219 | |
Short-term debt | 155 | |
Other liabilities | 1,878 | |
Total current liabilities | 7,726 | 6,864 |
Debt - related party | 27,310 | |
Debt, net of current portion | 2,110 | |
Fair value of contingent distribution | 26,359 | |
Note payable | 6,594 | |
Other liabilities, net of current portion | 245 | 4,434 |
Total liabilities | $ 7,971 | $ 73,671 |
Commitments and contingencies | ||
Redeemable convertible preferred units | $ 438,086 | |
Redeemable noncontrolling interest | $ 161,531 | |
Stockholders’/members’ deficit: | ||
Members' deficit | (498,806) | |
Additional paid-in capital | 117,686 | |
Accumulated deficit | (195,985) | |
Total stockholders’ deficit attributable to vTv Therapeutics Inc./members’ deficit | (77,970) | (498,806) |
Total liabilities, redeemable convertible preferred units, redeemable noncontrolling interest, stockholders’ and members’ deficit | 91,532 | $ 12,951 |
Class A Common Stock [Member] | ||
Stockholders’/members’ deficit: | ||
Common stock value | 92 | |
Total stockholders’ deficit attributable to vTv Therapeutics Inc./members’ deficit | 92 | |
Class B Common Stock [Member] | ||
Stockholders’/members’ deficit: | ||
Common stock value | 237 | |
Total stockholders’ deficit attributable to vTv Therapeutics Inc./members’ deficit | $ 237 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Aug. 04, 2015 | Jul. 29, 2015 |
Class A Common Stock [Member] | |||
Common stock par value | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, shares outstanding | 9,156,686 | ||
Class B Common Stock [Member] | |||
Common stock par value | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, shares outstanding | 23,655,814 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue | $ 519,000 | $ 1,549,000 | $ 976,000 |
Operating expenses: | |||
Research and development | 27,237,000 | 17,378,000 | 22,293,000 |
Research and development - related party | 2,347,000 | 1,351,000 | 3,141,000 |
General and administrative | 9,077,000 | 11,717,000 | 11,375,000 |
Total operating expenses | 38,661,000 | 30,446,000 | 36,809,000 |
Operating loss | (38,142,000) | (28,897,000) | (35,833,000) |
Other (loss) income | (838,000) | (503,000) | 41,000 |
Other expense - related party | (392,000) | (623,000) | (575,000) |
Interest expense | (68,000) | (282,000) | (476,000) |
Interest expense, net – related party | (1,667,000) | (5,727,000) | (11,346,000) |
Investment loss – related party | (69,000) | (14,000) | |
Net loss before income taxes and noncontrolling interest | (41,107,000) | (36,101,000) | (48,203,000) |
Income tax provision | 0 | 0 | |
Net loss before noncontrolling interest | (41,107,000) | (36,101,000) | (48,203,000) |
Less: net loss attributable to noncontrolling interest | (13,609,000) | ||
Net loss attributable to vTv Therapeutics Inc. | $ (27,498,000) | $ (36,101,000) | $ (48,203,000) |
Class A Common Stock [Member] | |||
Operating expenses: | |||
Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted | $ (3.32) | ||
Weighted-average number of vTv Therapeutics Inc. Class A Common Stock, basic and diluted | 8,276,520 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Redeemable Convertible Units, Redeemable Noncontrolling Interest, Stockholders' and Members' Deficit - USD ($) $ in Thousands | Total | Redeemable Convertible Preferred Units [Member] | Redeemable Noncontrolling Interest [Member] | Class A Common Stock [Member] | Class B Common Stock [Member] | High Point Pharmaceuticals, LLC (HPP) [Member] | High Point Pharmaceuticals, LLC (HPP) [Member]Series B [Member] | High Point Pharmaceuticals, LLC (HPP) [Member]Redeemable Convertible Preferred Units [Member]Series B [Member] | TransTech Pharma, LLC (TTP) [Member] | TransTech Pharma, LLC (TTP) [Member]Series F [Member] | TransTech Pharma, LLC (TTP) [Member]Redeemable Convertible Preferred Units [Member] | TransTech Pharma, LLC (TTP) [Member]Redeemable Convertible Preferred Units [Member]Series F [Member] | TransTech Pharma, LLC (TTP) and High Point Pharmaceuticals, LLC (HPP) [Member] | TransTech Pharma, LLC (TTP) and High Point Pharmaceuticals, LLC (HPP) [Member]Series B and Series F [Member] | TransTech Pharma, LLC (TTP) and High Point Pharmaceuticals, LLC (HPP) [Member]Redeemable Convertible Preferred Units [Member] | TransTech Pharma, LLC (TTP) and High Point Pharmaceuticals, LLC (HPP) [Member]Redeemable Convertible Preferred Units [Member]Series B and Series F [Member] | Members Deficit [Member] | Members Deficit [Member]High Point Pharmaceuticals, LLC (HPP) [Member] | Members Deficit [Member]High Point Pharmaceuticals, LLC (HPP) [Member]Series B [Member] | Members Deficit [Member]TransTech Pharma, LLC (TTP) [Member] | Members Deficit [Member]TransTech Pharma, LLC (TTP) [Member]Series F [Member] | Members Deficit [Member]TransTech Pharma, LLC (TTP) and High Point Pharmaceuticals, LLC (HPP) [Member] | Members Deficit [Member]TransTech Pharma, LLC (TTP) and High Point Pharmaceuticals, LLC (HPP) [Member]Series B and Series F [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2012 | $ (180,172) | $ (180,172) | |||||||||||||||||||||||
Beginning balance, redeemable convertible preferred units at Dec. 31, 2012 | $ 109,009 | ||||||||||||||||||||||||
Net loss | (48,203) | (48,203) | |||||||||||||||||||||||
Issuance of HPP common units | $ 5 | $ 5 | |||||||||||||||||||||||
Issuance of preferred units - related party | $ (11,643) | $ 11,643 | $ 23,381 | $ 10,077 | $ (1,518) | $ 3,278 | $ (11,643) | $ 23,381 | $ (1,518) | ||||||||||||||||
Deemed contribution from a related party in a debt extinguishment | 6,853 | 6,853 | |||||||||||||||||||||||
Share-based compensation expense - issuance of TTP management shares - related party | $ 2,921 | ||||||||||||||||||||||||
Issuance of common stock | $ 6 | $ 6 | |||||||||||||||||||||||
Change in redemption value of TTP redeemable convertible preferred units | (92,442) | 92,442 | (92,442) | ||||||||||||||||||||||
Ending balance at Dec. 31, 2013 | (303,733) | (303,733) | |||||||||||||||||||||||
Ending balance, redeemable convertible preferred units at Dec. 31, 2013 | 229,370 | ||||||||||||||||||||||||
Net loss | (36,101) | (36,101) | |||||||||||||||||||||||
Issuance of preferred units - related party | $ (3,726) | $ 3,726 | $ 21,303 | $ 52,697 | $ (3,726) | $ 21,303 | |||||||||||||||||||
Deemed contribution from a related party in a debt extinguishment | 18,733 | 18,733 | |||||||||||||||||||||||
Repurchase of TTP Series F preferred, HPP Series B preferred, HPP and TTP common member units and warrants - related party | $ 14,016 | $ (57,005) | $ 14,016 | ||||||||||||||||||||||
Change in redemption value of TTP redeemable convertible preferred units | (209,298) | 209,298 | (209,298) | ||||||||||||||||||||||
Ending balance at Dec. 31, 2014 | (498,806) | (498,806) | |||||||||||||||||||||||
Ending balance, redeemable convertible preferred units at Dec. 31, 2014 | 438,086 | 438,086 | |||||||||||||||||||||||
Net loss prior to the Reorganization Transactions | (22,111) | (22,111) | |||||||||||||||||||||||
Net loss | (27,498) | ||||||||||||||||||||||||
Issuance of common stock | 104,445 | $ 79 | $ 104,366 | ||||||||||||||||||||||
Issuance of common stock, shares | 7,812,500 | 25,000,000 | |||||||||||||||||||||||
Change in redemption value of TTP redeemable convertible preferred units | $ (75,077) | $ 75,077 | $ (75,077) | ||||||||||||||||||||||
Ending balance at Dec. 31, 2015 | (77,970) | $ 92 | $ 237 | 117,686 | $ (195,985) | ||||||||||||||||||||
Ending balance, shares at Dec. 31, 2015 | 9,156,686 | 23,655,814 | |||||||||||||||||||||||
Effect of Reorganization Transactions | 596,244 | $ (513,163) | $ (2,997) | $ 250 | $ 595,994 | ||||||||||||||||||||
Effect of Reorganization Transactions, shares | 25,000,000 | ||||||||||||||||||||||||
Net loss subsequent to Reorganization Transactions | (5,387) | (13,609) | (5,387) | ||||||||||||||||||||||
Share-based compensation recognized subsequent to Reorganization Transactions | 859 | 859 | |||||||||||||||||||||||
Exchange of Class B Common Stock for Class A Common Stock | 12,461 | (12,461) | $ 13 | $ (13) | $ 12,461 | ||||||||||||||||||||
Exchange of Class B Common Stock for Class A Common Stock, shares | 1,344,186 | (1,344,186) | |||||||||||||||||||||||
Change in redemption value of noncontrolling interest | (190,598) | 190,598 | $ (190,598) | ||||||||||||||||||||||
Ending balance, redeemable convertible preferred units at Dec. 31, 2015 | $ 161,531 | $ 161,531 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net loss before noncontrolling interest | $ (41,107) | $ (36,101) | $ (48,203) |
Adjustments to reconcile net loss before noncontrolling interest to net cash used in operating activities: | |||
Loss (gain) on disposal of PP&E, net | (7) | 34 | (21) |
Depreciation expense | 501 | 864 | 1,086 |
Share-based compensation expense | 859 | ||
Share-based compensation expense - related party Series F | 2,921 | ||
Change in fair value of contingent distribution | 695 | ||
Amortization of debt discount – related party | 4,773 | 10,181 | |
Non-cash interest expense-distribution payable | 27 | ||
Amortization of deferred financing costs | 145 | 290 | |
Impairment loss on carrying value of land | 48 | 488 | |
Change in fair value of derivative liability - related party | 213 | ||
Bad debt expense – related party | (3) | 633 | 656 |
Impairment loss of marketable securities - related party | 30 | ||
Change in fair value of marketable securities – related party | 39 | 14 | |
Changes in assets and liabilities: | |||
Accounts receivable | (69) | (733) | 3 |
Prepaid expenses and other assets | (1,020) | 62 | (95) |
Employee loans receivable - related party | 12 | (43) | |
Receivable due from a related party | (623) | (575) | |
Note receivable | (20) | (231) | (231) |
Other long-term assets | (1,598) | (4) | (5) |
Accounts payable and accrued expenses | 2,930 | (2,324) | (6,284) |
Accounts payable and accrued expenses – related party | 2,458 | 2,144 | (1,608) |
Deferred revenue | 219 | ||
Other liabilities | (871) | 68 | (26) |
Net cash used in operating activities | (36,946) | (30,779) | (41,684) |
Cash flows from investing activities: | |||
Proceeds from sale of assets | 25 | 334 | 25 |
Expenses paid related to disposal of HPCTC - related party | (140) | ||
Purchases of property and equipment | (104) | (33) | (181) |
Net cash (used in) provided by investing activities | (79) | 161 | (156) |
Cash flows from financing activities: | |||
Proceeds from issuance of vTv Therapeutics Inc. Class A Common Stock sold in initial public offering, net of offering costs | 105,773 | ||
Repurchase of TTP preferred common member units and warrants - related party | (2,500) | ||
Issuance of preferred units - related party | 5 | ||
Issuance of TTP common units | 6 | ||
Payment of offering costs - related party | (1,329) | ||
Proceeds from debt issuance – related party | 19,289 | 33,561 | 39,175 |
Repayment of debt | (89) | (148) | (141) |
Net cash provided by financing activities | 123,644 | 30,913 | 40,805 |
Net increase (decrease) in cash and cash equivalents | 86,619 | 295 | (1,035) |
Cash and equivalents, beginning of year | 1,384 | 1,089 | 2,124 |
Cash and equivalents, end of year | 88,003 | 1,384 | 1,089 |
Supplemental cash flow information: | |||
Cash paid for interest | 75 | 142 | 192 |
Non-cash activities: | |||
Change in carrying value of net assets and liabilities not transferred to vTv Therapeutics, LLC as part of the Reorganization Transactions | 2,747 | ||
Change in redemption value of noncontrolling interest | 190,598 | ||
Exchange of vTv Therapeutics Inc. Class B Common Stock and vTv Therapeutics, LLC member units for vTv Therapeutics Inc. Class A Common Stock | $ 12,461 | ||
Repurchase of TTP and HPP preferred units, common membership units and warrants, in exchange for HPCTC and other liabilities, net of cash exchanged - related party | 40,351 | ||
Deemed contribution from related party in a debt extinguishment - related party | 18,733 | 6,853 | |
Issuance of TTP Series F redeemable preferred units in exchange for debt - related party | $ 74,000 | 33,458 | |
Series F [Member] | |||
Cash flows from financing activities: | |||
Issuance of preferred units - related party | $ 1,760 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | Note 1: Description of Business and Basis of Presentation 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 was formed to discover and develop orally administered small molecule drug candidates to fill significant unmet medical needs. Initial Public Offering On August 4, 2015, vTv Therapeutics Inc. consummated its initial public offering (“IPO”) of 7,812,500 shares of its Class A common stock, par value $0.01 per share (“Class A Common Stock”), at a price of $15.00 per share. The IPO raised net proceeds of approximately $109.0 million after underwriting discounts and commissions but before expenses. vTv Therapeutics Inc. used the net proceeds of the IPO to acquire nonvoting common units (“vTv Units”) of vTv Therapeutics LLC (“vTv LLC”), an entity created to hold substantially all of the assets and operations of vTvx Holdings I LLC (formerly known as TransTech Pharma, LLC, “TTP” or “vTvx Holdings I”) and vTvx Holdings II LLC (formerly known as High Point Pharmaceuticals, LLC, “HPP” or “vTvx Holdings II” and together with vTvx Holdings I, the “Predecessors”), which assets and operations were transferred to such entity in a series of pre-IPO reorganization transactions (the “Reorganization Transactions”). vTv LLC is an entity under common control with vTv Therapeutics Inc. The Company intends to use the net proceeds from the IPO to fund clinical development, studies, and trials for its various products and other drug candidates, for working capital and other general corporate purposes. Reorganization Transactions During July 2015, TTP and HPP were renamed vTvx Holdings I LLC and vTvx Holdings II LLC, respectively. Concurrent with the IPO, the Company then entered into the following Reorganization Transactions, through which the operations of vTvx Holdings I and vTvx Holdings II were combined into vTv LLC: (1) vTvx Holdings I and vTvx Holdings II contributed substantially all of their assets, including all of their personnel and operations (the “Contributed Assets”), to a newly formed holding company, vTv Therapeutics Holdings LLC (“vTv Therapeutics Holdings”), in return for interests of vTv Therapeutics Holdings. Assets that were not contributed included restricted cash, certain receivables unrelated to the combined operations and land included in property and equipment, net. Liabilities that were not assumed included debt, a contingent distribution payable and other related party liabilities. All assets and liabilities that were not contributed or assumed remained with vTvx Holdings I and vTvx Holdings II and are not reflected in the Consolidated Balance Sheet as of December 31, 2015; (2) vTv Therapeutics Holdings contributed the Contributed Assets to vTv LLC, a newly formed Delaware limited liability company, and, for administrative convenience, vTv Therapeutics Holdings directed that the assets be transferred directly to vTv LLC on behalf of vTv Therapeutics Holdings; (3) vTv Therapeutics Inc. amended and restated its certificate of incorporation and by-laws to provide for two classes of common stock: (a) Class A Common Stock, which represents economic interests and has one vote per share, and (b) Class B common stock, par value $0.01 per share (“Class B Common Stock”), which represents no economic interests and has one vote per share; (4) vTv LLC amended and restated its limited liability company agreement (the “Amended and Restated LLC Agreement”) to provide that it has two classes of membership units: (a) One managing member unit, which represents no economic interests and has 100% of the voting power of vTv LLC; and (b) Non-voting vTv Units, which represent economic interests; (5) vTv LLC issued the managing member unit to vTv Therapeutics Inc.; (6) vTv LLC issued 25,000,000 vTv Units to vTv Therapeutics Holdings; and (7) vTv Therapeutics Inc. issued 25,000,000 shares of Class B Common Stock, which represents no economic interests in the Company but has the right to cast one vote per share, to vTv Therapeutics Holdings which correspond to each vTv Unit held by vTv Therapeutics Holdings. Below is a summary of the principal documents entered into in connection with the Reorganization Transactions: Exchange Agreement - Pursuant to the terms of the Exchange Agreement, but subject to the Amended and Restated LLC Agreement of vTv LLC, the vTv Units (along with a corresponding number of shares of the Class B Common Stock) are exchangeable for (i) shares of the Class A Common Stock on a one-for-one basis or (ii) cash (based on the fair market value of the Class A Common Stock as determined pursuant to the Exchange Agreement), at the option of vTv Therapeutics Inc. (as the managing member of vTv 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 of vTv Therapeutics Inc. (the “Board of Directors”). On October 5, 2015, vTv Therapeutics Holdings was dissolved, and various holders of Class B Common Stock became parties to the Exchange Agreement. Tax Receivable Agreement - The Tax Receivable Agreement among the Company, M&F TTP Holdings Two LLC, as successor in interest to vTv Therapeutics Holdings (“M&F”) and M&F TTP Holdings LLC provides for the payment by the Company to M&F (or certain of its transferees or other assignees) of 85% of the amount of cash savings, if any, in U.S. 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. 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. On October 1, 2015, vTvx Holdings I and vTvx Holdings II merged with and into vTv Therapeutics Holdings, with vTv Therapeutics Holdings continuing as the surviving limited liability company. On October 5, 2015, vTv Therapeutics Holdings was dissolved and made a liquidating distribution of shares of Class B Common Stock and the corresponding vTv Units to its members. As a result of the dissolution, M&F TTP Holdings LLC became the successor to vTv Therapeutics Holdings under the Investor Rights Agreement, the Exchange Agreement and the Tax Receivable Agreement pursuant to the terms of each respective agreement, and various other holders of Class B Common Stock became parties to the Exchange Agreement. On December 28, 2015, M&F TTP Holdings LLC contributed its shares of Class B Common Stock and the corresponding vTv Units to its subsidiary, M&F, which became the successor to M&F TTP Holdings LLC under the Investor Rights Agreement, Exchange Agreement and Tax Receivable Agreement pursuant to the terms of each respective agreement. Principles of Consolidation Subsequent to the IPO and the Reorganization Transactions, vTv Therapeutics Inc. is a holding company, and its principal asset is a controlling equity interest in vTv LLC, the Company’s principal operating subsidiary, which is a clinical-stage biopharmaceutical company engaged in the discovery and development of orally administered small molecule drug candidates to fill significant unmet medical needs. 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. Various holders own non-voting interests in vTv LLC, representing a 72.1% economic interest in vTv LLC, effectively restricting vTv Therapeutics Inc.’s interest to 27.9% of vTv LLC’s economic results, subject to increase in the future, should vTv Therapeutics Inc. purchase additional vTv Units or should the holders of vTv Units decide to exchange such units (together with shares of Class B Common Stock) for shares of Class A Common Stock (or cash) pursuant to the Exchange Agreement. Other than its purchase of vTv Units with the net proceeds of the IPO, vTv Therapeutics Inc. has not provided any financial or other support to vTv LLC. vTv Therapeutics Inc. will not be required to provide financial or other support for vTv LLC, although it will control its business and other activities through its managing member interest in vTv LLC, and its management is the management of vTv LLC. Because vTv Therapeutics Inc. is not a guarantor or obligor with respect to any of the liabilities of vTv LLC, absent any such guarantee or other arrangement, the creditors of vTv LLC do not have any recourse to the general credit of vTv Therapeutics Inc. 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. As the Reorganization Transactions were considered to be among entities under common control, the Consolidated Financial Statements for periods prior to the IPO and Reorganization Transactions have been adjusted to combine the historical financial statements of TTP and HPP (which were previously separate entities) for presentation purposes. The historical combined financial statements of these entities include assets and liabilities not transferred to the Company as part of the Reorganization Transactions as discussed above. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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 the Class B Common Stock, the useful lives of property and equipment, the fair value of the Company’s membership units, the fair value of redeemable preferred units, 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 balances of these cash accounts frequently exceed insured limits. The accounts receivable balance at each of December 31, 2015 and 2014 was not significant. Two customers represented 100% of the revenue earned during the year ended December 31, 2015. Three customers represented 98% of the revenue during the years ended December 31, 2014. Four customers represented 100% of the revenue earned during the year ended December 31, 2013. 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. Restricted Cash and Cash Equivalents Restricted cash and cash equivalents as of December 31, 2014 reflect cash and cash equivalents that were pledged as collateral required by the terms of operating leases on facilities used by High Point Clinical Trials Center, LLC (“HPCTC”), a wholly-owned subsidiary (prior to December 31, 2014). Such amounts were not contributed to the Company through the Reorganization Transactions and the Company did not have any restricted cash balances as of December 31, 2015. Collaboration Revenue and Accounts Receivable The majority of the Company’s collaboration revenue and accounts receivable is related to an exclusive global license agreement (the “License Agreement”) which the Company entered into on March 6, 2015 with Calithera Biosciences, Inc. (Calithera), granting Calithera exclusive world-wide rights to research, develop and commercialize the Company’s portfolio of hexokinase II inhibitors. Under the terms of the License Agreement, Calithera paid the Company an initial license fee of $0.6 million and potential development and regulatory milestone payments totaling up to $30.5 million for the first licensed product, an additional $77.0 million in potential sales-based milestones, as well as royalty payments, based on tiered sales of the first commercialized licensed product. In addition, Calithera will fund up to $1.1 million during the first 12 months of the License Agreement for the costs associated with up to four full-time employees for the Company to develop additional hexokinase inhibitors. If Calithera develops additional licensed products, after achieving regulatory approval of the first licensed product, Calithera would owe additional regulatory milestone payments and additional royalty payments based on sales of such additional licensed products. 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 ten 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) Laboratory equipment 7 Computers and hardware 3-5 Furniture and office equipment 3-7 Software 3 Leasehold improvements Shorter of useful life or remaining term of lease The Company periodically assesses it property and equipment and other long-lived assets for impairment in accordance with the relevant accounting guidance. During 2014, the Company determined that certain of its land assets met the criteria for held-for-sale accounting treatment after making the decision to sell the property. Accordingly, the Company adjusted the carrying value of such assets to the amount of the expected proceeds less costs of disposal, which was lower than the original carrying value. One of these properties was sold during the year ended December 31, 2015 and the other properties were not assumed by the Company as part of the Reorganization Transactions. As of December 31, 2015 and 2014, the carrying value of assets held for sale was $0.0 million and $2.8 million, respectively. Revenue Recognition The Company uses the revenue recognition guidance established by ASC Topic 605, “Revenue Recognition.” The Company recognizes revenue when 1) persuasive evidence of an arrangement exists; 2) the service has been provided to the customer; 3) collection of the fee is reasonably assured; and 4) the amount of the fee to be paid by the customer is fixed or determinable. In determining the accounting for collaboration and alliance agreements, the Company follows the provisions of ASC Topic 605, Subtopic 25, “Multiple-Element Arrangements” (“ASC 605-25”) and ASC 808 (“Collaborative Arrangements”). ASC 605-25 provides guidance on whether an arrangement that involves multiple revenue-generating activities or deliverables should be divided into separate units of accounting for revenue recognition purposes and, if division is required, how the arrangement consideration should be allocated among the separate units of accounting. If a deliverable has value on a stand-alone basis, the Company treats the deliverable as a separate unit of accounting. If the arrangement constitutes separate units of accounting according to the separation criteria of ASC 605-25, the consideration received is allocated among the separate units of accounting and the applicable revenue recognition criteria is applied to each unit. The Company determines how to allocate amounts received under agreements among the separate units based on the respective selling price of each unit. If the arrangement constitutes a single unit of accounting, the revenue recognition policy must be determined for the entire arrangement and the consideration received is recognized over the period of inception through the date the last deliverable within the single unit of accounting is expected to be delivered. Collaboration research and development revenue is earned and recognized as research is performed and related expenses are incurred. Non-refundable upfront fees are recorded as deferred revenue and recognized into revenue as license fees and milestones from collaborations on a straight-line basis over the estimated period of the Company’s substantive performance obligations. If the Company does not have substantive performance obligations, it recognizes non-refundable upfront fees into revenue ratably over the period during which the product deliverable is provided to the customer. Revenue for non-refundable payments based on the achievement of milestone events under collaborative arrangements is recognized in accordance with ASC Topic 605, Subtopic 28, “Milestone Method” (“ASC 605-28”). Milestone events under the Company’s collaboration agreements may include research, development, regulatory, commercialization, and sales events. Under ASC 605-28, a milestone payment is recognized as revenue when the applicable event is achieved if the event meets the definition of a milestone and the milestone is determined to be substantive. ASC 605-28 defines a milestone event as an event having all of the following characteristics: (1) substantive uncertainty regarding achievement of the milestone event exists at the inception of the arrangement; (2) the event can only be achieved based, in whole or in part, on either the Company’s performance or a specific outcome resulting from the Company’s performance; and (3) if achieved, the event will result in additional payment due to the Company. The Company also treats events that can only be achieved based, in whole or in part, on either a third party’s performance or a specific outcome resulting from a third party’s performance as milestone events if the criteria of ASC 605-28 are otherwise satisfied. Research and development costs that are reimbursable under collaboration agreements are recorded in accordance with ASC Topic 605, Subtopic 45, “Principal-Agent Considerations.” Amounts reimbursed under a cost-sharing arrangement are reflected as reductions of research and development expense. 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 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 · Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. Research and Development Major components of research and development costs include cash compensation, depreciation expense on research and development property and equipment, costs of preclinical studies, clinical trials and related clinical manufacturing, costs of drug development, costs of materials and supplies, facilities cost, overhead costs, regulatory and compliance costs, and fees paid to consultants and other entities that conduct certain research and development activities on the Company’s behalf. 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 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 financial statements to the actual services received and efforts expended. As such, expense accruals related to clinical studies are recognized based on the Company’s estimate of the degree of completion of the event or events specified in the specific clinical study. The Company records nonrefundable advance payments it makes for future research and development activities as prepaid expenses. Prepaid expenses are recognized as expense in the consolidated statements of operations as the Company receives the related goods or services. 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 In connection with the IPO, vTv Therapeutics Inc. was formed. From August 1, 2015, vTv Therapeutics Inc. has been subject to corporate level income taxes. Prior to July 30, 2015, TTP and HPP were taxed as partnerships and all their income and deductions flowed through and were subject to tax at the partner level. As a result of the Reorganization Transactions, vTv Therapeutics Inc. acquired vTv Units and 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 financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. 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. 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 Statement of Operations. The Company has not incurred any significant interest or penalties related to income taxes in any of the periods presented. Redeemable Convertible Preferred Units and Noncontrolling Interest The Company initially recorded the redeemable convertible preferred units of the Predecessors at their fair values at issuance, net of issuance costs. All of the redeemable convertible preferred units were presented outside of permanent members’ deficit as the units were redeemable at holders’ option at the greater of (a) such series’ liquidation value (i.e., the original cost for each unit of such series (as adjusted for any unit split, unit dividend or other similar events)) plus all declared and unpaid distributions on such series and (b) such series’ fair market value (plus all declared but unpaid distributions on such series). The Company’s policy is to record changes in the redemption value of the redeemable convertible preferred units immediately as they occur and adjust the carrying value to equal the redemption value at each reporting period. Similarly, the Company records the redeemable noncontrolling interest represented by the vTv Units and the Class B Common stock at the higher of (1) the its initial fair value plus accumulated earnings/losses associated with the noncontrolling interest or (2) the redemption value as of the balance sheet date. See discussion and additional detail of the redeemable noncontrolling interest at Note 9. 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. The Company’s business operates in one reportable segment comprised of one operating segment. 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 the awards is estimated using the Black-Scholes option pricing formula. Due to the lack of sufficient historical trading information with respect to its own shares, the Company estimates expected volatility based on a portfolio of selected stocks of companies believed to have market and economic characteristics similar to its own. 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. 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. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue From Contracts With Customers, that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The ASU is based on the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires disclosures sufficient to enable users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company is currently evaluating the guidance to determine the Company’s adoption method and the effect it will have on the Company’s Consolidated Financial Statements. In February 2015, the FASB issued ASU 2015-02, “Amendments to the Consolidation Analysis” which significantly change the consolidation analysis required under GAAP and will require companies to reevaluate all previous consolidation conclusions. This ASU is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. The adoption of this ASU will not have an impact on the Company’s conclusions as they relate to the consolidation of vTv LLC. In April 2015, the FASB issued ASU No. 2015-05, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement,” (“ASU 2015-05”). The amendments in this update provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. This ASU is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. The Company does not expect ASU 2015-05 to have a material impact on the Company’s Consolidated Financial Statements. In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740) – Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). The amendments in this update simplify the presentation of deferred income taxes by requiring that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. This ASU is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. The adoption of this statement will impact the classification of the Company’s deferred taxes within its Consolidated Balance Sheets. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | Note 3: Share-Based Compensation In conjunction with the IPO, the Board of Directors and sole stockholder adopted a long-term equity incentive plan, the vTv Therapeutics Inc. 2015 Omnibus Equity Incentive Plan (the “Plan”). The Plan provides for the grant of stock options, restricted stock, restricted stock units and other awards based on our Class A Common Stock to management, other key employees, consultants and non-employee directors on terms and subject to conditions as established by our Compensation Committee. In settlement of its obligations under this plan, the Company will issue new shares of Class A Common Stock. The maximum number of shares of our Class A Common Stock that has been approved and may be subject to awards under the Plan is 3.25 million, subject to adjustment in accordance with terms of the Plan. During the year ended December 31, 2015, the Company issued non-qualified stock option awards to certain employees, consultants and non-employee directors of the Company. These awards generally vest ratably over a three year period and expire after a term of ten years from the date of grant. For the year ended December 31, 2015, the Company recognized $0.9 million 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, 2015, the Company had total unrecognized stock-based compensation expense of approximately $6.7 million, which is expected to be recognized on a straight-line basis over a weighted average period of 2.7 years. The weighted average grant date fair value for all option grants during fiscal 2015 was $8.15 per option. As most of the outstanding awards were out-of-the money at December 31, 2015, the aggregate intrinsic value of the in-the-money awards outstanding as of December 31, 2015 was de minimus. 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 year ended December 31, 2015: Expected volatility 83.84% - 88.23% Expected life of option, in years 5.8 - 9.6 Risk-free interest rate 1.72% - 2.25% Expected dividend yield 0.00% The following table summarizes the activity related to the stock option awards for the year ended December 31, 2015 (in thousands, except per share amounts): Number of Shares Weighted- Average Exercise Price Awards outstanding at December 31, 2014 — Granted 973,934 $ 11.31 Forfeited (2,000 ) $ 9.22 Awards outstanding at December 31, 2015 971,934 $ 11.31 Options exercisable at December 31, 2015 6,940 $ 15.00 Weighted average remaining contractual term 9.7 Years Options vested and expected to vest at December 31, 2015 914,065 $ 11.36 Weighted average remaining contractual term 9.7 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): 2015 Research and development $ 221 General and administrative 638 $ 859 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Note 4: Property and Equipment Property and equipment consists of the following (in thousands): December 31, 2015 2014 Land $ — $ 2,789 Laboratory equipment 7,085 7,654 Leasehold improvements 2,337 2,231 Computers and hardware 518 1,079 Software 1,307 1,352 Furniture and office equipment 465 509 Total property and equipment 11,712 15,614 Less: accumulated depreciation and amortization (11,088 ) (11,836 ) Property and equipment, net $ 624 $ 3,778 During the year ended December 31, 2014, the Company recognized an impairment loss on land of $0.5 million. The impairment loss is reflected in other (loss) income on the Consolidated Statements of Operations. The Company leases various equipment under capital lease agreements. The assets under capital leases are included in property and equipment as follows (in thousands): December 31, 2015 2014 Lab equipment $ 170 $ — Computers and hardware 17 26 Total 187 26 Less: accumulated depreciation and amortization (30 ) (8 ) $ 157 $ 18 Depreciation expense, including amounts pertaining to assets held under capital leases, was $0.5 million, $0.9 million and $1.1 million for the years ended December 31, 2015, 2014, and 2013, respectively. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Note 5: Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist of the following (in thousands): December 31, 2015 2014 Accounts payable $ 3,262 $ 2,042 Accrued development costs 1,912 198 Accrued payroll related costs 1,040 9 Accrued other 413 830 Total $ 6,627 $ 3,079 Accounts payable and accrued expenses – related party consist of the following (in thousands): December 31, 2015 2014 Accounts payable and accrued operating expenses - related party $ 880 $ 618 Accrued interest - related party — 1,134 Total $ 880 $ 1,752 |
Other Liabilities
Other Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Note 6: Other Liabilities Other liabilities-current consist of the following (in thousands): December 31, 2015 2014 Distribution payable $ — $ 625 Other liabilities — 1,253 Total $ — $ 1,878 Other liabilities, net of current portion consist of the following (in thousands): December 31, 2015 2014 Distribution payable, net of current portion $ — $ 4,273 Other liabilities, net of current portion 245 161 Total $ 245 $ 4,434 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7: 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. Columbia University Agreement In May 2015, the Company entered into a worldwide exclusive agreement with Columbia University (“Columbia”) to license certain intellectual property from Columbia. Under the agreement, the Company is obligated to pay to Columbia (1) an annual fee of $0.1 million from 2015 through 2021, (2) a potential regulatory milestone payment of $0.8 million and (3) potential royalty payments at a single digit royalty rate based on net sales of licensed products as defined in the agreement. Lease Agreements The Company leases various equipment and facilities under operating and capital leases expiring at various dates through 2019. The capital leases are financed through various financial institutions and are collateralized by the underlying assets. As of December Rent expense for non-cancelable operating leases was $0.6 million, $1.0 million and $1.1 million for the years ended December 31, 2015, 2014 and 2013, respectively. Future minimum lease payments under capital leases and non-cancelable operating leases as of December 31, 2015 were as follows (in thousands): Year Ending December 31, Capital Leases Operating Leases 2016 $ 37 $ 448 2017 4 462 2018 4 234 2019 1 — 2020 — — Total minimum lease payments 46 $ 1,144 Less: amounts representing interest (4 ) Total $ 42 The Company has recognized an asset retirement obligation for an obligation in its facility lease that requires the Company to return the property to the same or similar condition at the end of the lease as existed when the Company began using the facility. Although the lease termination date is currently in 2018, the Company may be able to renegotiate the lease to extend its terms. Asset retirement obligations recorded as a component of other noncurrent liabilities in the Consolidated Balance Sheets were $0.2 million at December 31, 2015. An immaterial amount of accretion and depreciation expense was recognized in fiscal 2015. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | Note 8: Stockholders’ Equity On July 29, 2015, the Company amended and restated its certificate of incorporation to authorize 100,000,000 shares of Class A Common Stock, 100,000,000 shares of Class B Common Stock and 50,000,000 shares of preferred stock, par value $0.01 per share. Holders of Class A Common Stock and Class B Common Stock will be entitled to one vote for each share held on all matters submitted to stockholders for their vote or approval. The holders of Class A Common Stock and Class B Common Stock will vote together as a single class on all matters submitted to stockholders for their vote or approval, except with respect to the amendment of certain provisions of the Company’s amended and restated certificate of incorporation that would alter or change the powers, preferences or special rights of the Class B Common Stock so as to affect them adversely, which amendments must be approved by a majority of the votes entitled to be cast by the holders of the shares affected by the amendment, voting as a separate class, or as otherwise required by applicable law. The voting power of the outstanding Class B Common Stock (expressed as a percentage of the total voting power of all common stock) will be equal to the percentage of vTv Units not held by the Company. Holders of Class B Common Stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the Company. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2015 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | Note 9: Redeemable Noncontrolling Interest The Company is subject to the Exchange Agreement with respect to the vTv Units representing the outstanding 72.1% noncontrolling interest in vTv LLC (see Note 1). The Exchange Agreement requires the surrender of an equal number of vTv Units and Class B Common Stock for (i) shares of Class A Common Stock on a one-for-one basis or (ii) cash (based on the fair market value of the Class A Common Stock as determined pursuant to the Exchange Agreement), at the Company’s option (as the managing member of vTv LLC), subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. The exchange value is determined based on a 20 day volume weighted average price of the Class A Common Stock as defined in the Exchange Agreement, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. The redeemable noncontrolling interest is recognized at the higher of (1) the its initial fair value plus accumulated earnings/losses associated with the noncontrolling interest or (2) the redemption value as of the balance sheet date. At December 31, 2015, the redeemable noncontrolling interest was recorded based on the redemption value as of the balance sheet date of $161.5 million. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 10: Related-Party Transactions PharmaCore, Inc. Certain controlling shareholders of the Company also control PharmaCore, Inc. (“PharmaCore”). The Company purchases chemistry and Good Manufacturing Practices manufacturing services from PharmaCore. As such, PharmaCore is considered to be a related party. Total purchases from PharmaCore for the year ended December 31, 2015, 2014 and 2013 were $2.3 million, $1.4 million and $3.1 million, respectively. On April 17, 2007, the Company’s Board of Directors approved $2.0 million of subordinated financing to be provided to PharmaCore. Advances were made and interest accrued before the Company entered into the Subordinated Promissory Note agreement (the “Note Agreement”) with PharmaCore on June 9, 2008. The Note Agreement was amended on April 23, 2010 to provide an additional $2.9 million of subordinated financing, with the same terms as the original note. The Note Agreement has a nine-year term, a fixed interest rate of 8.25% per annum, with maturity of June 1, 2017. No payments were required through December 31, 2014 with accrued interest capitalized into the principal balance. Thereafter, interest is to be paid quarterly. As part of the agreement, the Company received a warrant, exercisable for up to ten years, to purchase 370,370 common units of PharmaCore at an exercise price of $0.54 per unit. During the years ended December 31, 2015, 2014 and 2013, the Company recorded interest income of $0.4 million, $0.6 million and $0.6 million, respectively, related to this financing. This receivable balance was not contributed to the Company as part of the Reorganization Transactions. The total receivable balance due from PharmaCore financing, accrued interest and cash advance activities was $9.6 million at December 31, 2014. As of December 31, 2014, the Company had recorded an allowance for uncollectible amounts related to the PharmaCore receivable $8.8 million. These outstanding balances were not transferred to the Company as part of the Reorganization Transactions. The changes in the allowance during the year ended December 31, 2015 (prior to the Reorganization Transactions) and December 31, 2014 and 2013 are reflected in other income (expense) - related party within the Consolidated Statements of Operations. MacAndrews & Forbes Incorporated Subsequent to the Reorganization Transactions (Note 1) subsidiaries of MacAndrews & Forbes Incorporated (collectively “MacAndrews”) indirectly control 23,059,232 shares of Class B Common Stock. Further, as of December 31, 2015, MacAndrews holds 1,915,666 shares of the Company’s Class A Common Stock. As a result, MacAndrews’ holdings represent approximately 76.1% of the combined voting power of the Company’s outstanding common stock. The Company has entered into several agreements with MacAndrews or its affiliates as part of the Reorganization Transactions as further detailed below and in Note 1. Exchange Agreement Pursuant to the terms of the Exchange Agreement, but subject to the Amended and Restated LLC Agreement of vTv Therapeutics LLC, the vTv Units (along with a corresponding number of shares of the Class B Common Stock) are exchangeable for (i) shares of the Class A Common Stock on a one-for-one basis or (ii) cash (based on the fair market value of the Company’s Class A Common Stock as determined pursuant to the Exchange Agreement), at the Company’s option (as the managing member of vTv Therapeutics LLC), subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. 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, 2015, MacAndrews has not exchanged any shares under the provisions of this agreement. Tax Receivable Agreement The Tax Receivable Agreement among the Company, M&F and M&F TTP Holdings LLC provides for the payment by the Company to M&F (or certain of its transferees or other assignees) of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the Company actually realizes (or, in some circumstances, the Company is deemed to realize) as a result of (a) the exchange of Class B Common Stock, together with the corresponding number of vTv Units, for shares of the Company’s Class A Common Stock (or for cash), (b) tax benefits related to imputed interest deemed to be paid by the Company as a result of the Tax Receivable Agreement and (c) certain tax benefits attributable to payments under the Tax Receivable Agreement. As no shares have been exchanged by MacAndrews pursuant to the Exchange Agreement (discussed above), the Company has not recognized any liability nor has it made any payments pursuant to the Tax Receivable Agreement as of December 31, 2015. Investor Rights Agreement The Company is party to the Investor Rights Agreement with M&F, as a successor in interest to vTv Therapeutics Holdings. 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.. Letter Agreement for Reimbursement of Fees and Expenses The Company entered into an agreement with MacAndrews & Forbes Group LLC (“M&F Group”) in which it agreed to reimburse M&F Group or its affiliates for certain out of pocket fees and expenses advanced by M&F Group in connection with the IPO. During the year ended December 31, 2015, the Company remitted payments to M&F Group or its affiliates of $1.3 million for such costs. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2015 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | Note 11: Employee Benefit Plan The Company has a 401(k) retirement plan in which all of its full-time employees are eligible to participate. The plan provides for the Company to make discretionary 50% matching contributions up to a maximum of 6% of employees’ eligible compensation. The Company contributed $0.1 million, $0.2 million and $0.2 million to the plan for the years ended December 31, 2015, 2014 and 2013, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12: Income Taxes From August 1, 2015, vTv Therapeutics Inc. has been subject to U.S. federal income taxes as well as state taxes. Prior to July 30, 2015, TTP and HPP were taxed as partnerships and all their income and deductions flowed through and were subject to tax at the partner level. The Company did not record an income tax provision for the years ended December 31, 2015 and 2014. As discussed in Note 1, the Company is party to a tax receivable agreement with a related party which provides for the payment by the Company to M&F (or certain of its transferees or other assignees) of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the Company actually realizes (or, in some circumstances, the Company is deemed to realize) as a result of certain transactions. As no transactions have occurred which would trigger a liability under this agreement, the Company has not recognized any liability related to this agreement as of December 31, 2015. A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows (in thousands): December 31, 2015 2014 U.S. statutory tax benefit $ (14,387 ) $ (12,635 ) Partnership income (federal) not subject to tax to the Company 12,502 12,635 State taxes (net of federal benefit) — — Losses with no benefit 1,885 — Provision for income taxes $ — $ — Effective income tax rate 0.0 % 0.0 % Significant components of our net deferred tax assets/(liabilities) are as follows (in thousands): December 31, 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 2,543 $ — Share-based compensation 44 — Investment in partnerships 1,476 Total deferred tax assets 4,063 — Valuation allowance (4,063 ) — Net deferred tax assets $ — $ — The Company’s valuation allowance increased by $4.1 million related to deferred tax assets created in connection with the IPO and post-IPO operating losses for which no tax benefit was provided. 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. On the basis of this evaluation, the Company concluded that its deferred tax assets were not realizable on a more-likely-than-not basis and recorded a full valuation allowance. The Company has federal net operating loss carryforwards of $6.8 million that will be available to offset future taxable income. Such carryforwards expire in 2035 if not utilized. The Company applies applicable authoritative guidance which prescribes a comprehensive model for the manner in which a company should recognize, measure, present and disclose in its financial statements all material uncertain tax positions that the Company has taken or expects to take on a tax return. As of December 31, 2015, 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, 2015. The Company files U.S. federal and North Carolina tax returns. The only open tax year for U.S. federal and North Carolina is December 31, 2015. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Note 13: 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 2015 is the same as basic loss per share as the inclusion of potentially issuable shares would be antidilutive. Loss per share is not presented for the years ended December 31, 2014 and 2013 as the Company did not have any economic interests prior to the date of the IPO and Reorganization Transactions through which it was given ownership in vTv LLC. Losses prior to the IPO and Reorganization Transactions would have been allocated to the original members of TTP and HPP. Loss per share for the year ended December 31, 2015 includes the losses recognized both prior and subsequent to the IPO and Reorganization Transactions. 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: Year Ended December 31, 2015 2014 2013 Numerator: Net loss $ (41,107 ) $ (36,101 ) $ (48,203 ) Less: Net loss attributable to non-controlling interests (13,609 ) — — Net loss attributable to vTv Therapeutics Inc., basic and diluted $ (27,498 ) $ (36,101 ) $ (48,203 ) Denominator: Weighted-average vTv Therapeutics Inc. Class A Common Stock, basic and diluted 8,276,520 Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted $ (3.32 ) For the year ended December 31, 2015, 971,934 stock options, were excluded from the calculation of diluted loss per share because the effect of their inclusion would have been antidilutive. 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. However, the 23,655,814 outstanding shares of Class B Common Stock were determined to be antidilutive for the year ended December 31, 2015. Therefore, they are not included in the computation of net loss per share. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Data (Unaudited) | Note 14: The following interim financial information presents our 2015 and 2014 results of operations on a quarterly basis (in thousands, except per share amounts): 2015 March 31 June 30 September 30 December 31 Revenues $ 50 $ 110 $ 133 $ 226 Operating loss (9,721 ) (7,889 ) (9,441 ) (11,091 ) Net loss before noncontrolling interest (9,813 ) (10,412 ) (9,822 ) (11,060 ) Net loss attributable to vTv Therapeutics Inc. (9,813 ) (10,412 ) (4,103 ) (3,170 ) Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted (1) $ (1.26 ) $ (1.33 ) $ (0.49 ) $ (0.35 ) 2014 March 31 June 30 September 30 December 31 Revenues $ 14 $ 201 $ 400 $ 934 Operating loss (9,517 ) (7,192 ) (5,520 ) (6,668 ) Net loss before noncontrolling interest (15,112 ) (7,404 ) (5,870 ) (7,715 ) Net loss attributable to vTv Therapeutics Inc. (15,112 ) (7,404 ) (5,870 ) (7,715 ) Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted (1) (1) Loss per share is not presented for the fiscal quarters ended in 2014 as the Company did not have any economic interests prior to the date of the IPO and Reorganization Transactions through which it was given ownership in vTv LLC. Losses prior to the IPO and Reorganization Transactions would have been allocated to the original members of TTP and HPP. Loss per share for the fiscal quarters ended in the 2015 fiscal year includes the losses recognized both prior and subsequent to the IPO and Reorganization Transactions. For the quarters ended March 31, 2015 and June 30, 2015, the weighed-average shares used to compute basic and diluted loss per share were based on the Class A Common Stock issued through the IPO (7,812,500 shares). |
Predecessor Financial Arrangeme
Predecessor Financial Arrangements | 12 Months Ended |
Dec. 31, 2015 | |
Predecessor Financial Arrangements [Abstract] | |
Predecessor Financial Arrangements | Note 15: Predecessor Financial Arrangements The Reorganization Transactions discussed in Note 1 resulted in certain assets and liabilities of the Predecessors not being contributed to or assumed by the Company. As such, subsequent to the Reorganization Transactions, certain financial instruments and their related interest or fair value adjustments were no longer reflected within the Company’s Consolidated Financial Statements. Such financial instruments included the following: As of December 31, 2015 2014 Assets: Note Receivable (1) $ — $ 6,594 Liabilities: Promissory note on land - current (2) — 155 Distribution payable - current (3) — 625 Promissory note on land - net of current portion (2) — 2,110 Uncommitted Advance Agreement (4) — 27,310 Contingent Distribution (5) — 26,359 Perpetual Securities (6) — 6,594 Distribution payable - net of current portion (3) — 4,273 Total liabilities $ — $ 67,426 (1) On March 30, 2007, TTP Inc. entered into a promissory note (the “2007 Note”) with the Former Officer, pursuant to which TTP Inc. loaned $4.8 million to the Former Officer. As of December 31, 2014, the 2007 Note had an aggregate outstanding principal amount of $4.8 million, and $1.8 million of accrued and unpaid interest. This note was recorded as a component of Note receivable in the Consolidated Balance Sheet as of December 31, 2014. (2) In June 2008, TTP Inc. entered into a promissory note with a financial institution secured by a deed of trust on land purchased in 2008. The current and long-term balance of this note outstanding as of December 31, 2014 were recorded as a component of Short-term debt and Debt, net of current portion, respectively within the Consolidated Balance Sheet. (3) On December 30, 2014, the boards of directors of TTP and HPP authorized a repurchase of units from a former officer and director (“the Former Officer”) and certain entities related to the officer (collectively with the Former Officer, the “Former Officer and Related Entities”) of TTP. The terms of the unit repurchase are stipulated in a Letter Agreement (the “Former Officer Agreement”) with the Former Officer and Related Entities. The Former Officer Agreement stipulated that these entities would repurchase all of the TTP and HPP issued and outstanding units owned by the Former Officer and Related Entities, including any warrants and options to purchase common units (collectively, the “Repurchased Units”). In exchange for the Repurchased Units, under the Former Officer Agreement, TTP and HPP agreed to make periodic cash payments to the Former Officer and Related Entities totaling $7.5 million between December 30, 2014 and September 30, 2017. Payments consisted of $2.5 million paid at closing of the agreement on December 30, 2014 and $5.0 million to be paid in eight equal quarterly installments beginning December 31, 2015. This obligation was recorded in other liabilities in the Consolidated Balance Sheet as of December 31, 2014. (4) On March 28, 2014, TTP, HPP and M&F agreed to exchange all $116.2 million of outstanding principal and interest due to M&F under a Note and Equity Issuance Agreement (including amounts advanced under the initial agreement plus the promissory notes issued in 2013 and amounts advanced following the December 24, 2013 amendment) for 292,722,844 Series F redeemable convertible preferred units of TTP and 155,219,376 Series B redeemable convertible preferred units of HPP. Concurrently on March 28, 2014, TTP and HPP entered into an Uncommitted Advance Agreement with M&F and the Former Officer. As of December 30, 2014, the Former Officer was no longer party to this agreement. As of December 31, 2014, the principal outstanding under the Uncommitted Advance Agreement was reflected as a component of Debt-related party in the Consolidated Balance Sheet. (5) On December 31, 2014, TTP transferred 100% of its ownership interests in HPCTC to the Former Officer and agreed to make future distributions to the Former Officer (the “Contingent Distributions”). The Contingent Distributions were reported at fair value on the Consolidated Balance Sheet and classified as Fair value of contingent distribution as of December 31, 2014. (6) On March 28, 2014, TTP entered into a reaffirmation and pledge agreement (“Pledge Agreement”) with the Former Officer and Related Entities. Pursuant to the Pledge Agreement, the Former Officer granted a security interest to TTP in the Pledged Units to secure the Former Officer’s obligations to TTP under the 2007 Note and under the Pledge Agreement. On December 30, 2014, the Pledged Units were exchanged for TTP Perpetual Securities in the principal amount of approximately $6.0 million and HPP Perpetual Securities in the principal amount of approximately $0.5 million (the “Perpetual Securities”). The Perpetual Securities were initially recorded at their initial fair value of $6.6 million and were reflected as a component of Note payable in the Consolidated Balance Sheet as of December 31, 2014. The increase in the fair value of the perpetual securities during the year ended December 31, 2015, prior to the Reorganization Transactions was $0.1 million and is reflected in other income, net in the Consolidated Statements of Operations. On August 28, 2015, vTv Therapeutics Holdings, vTvx Holdings I, vTvx Holdings II, MacAndrews & Forbes Incorporated and M&F entered into a release agreement (the “Release Agreement”) with the Former Officer and Related Entities to settle certain obligations, including the obligation to pay the Contingent Distributions, under the Former Officer Agreement. Under the Release Agreement, vTv Therapeutics Holdings agreed to transfer 1,344,186 shares of Class B Common Stock and the same number of corresponding vTv Units to the Former Officer. Under the Release Agreement and the Former Officer Agreement, the 2007 Note owed by the Former Officer to TTP was also deemed discharged and canceled and the perpetual securities of vTvx Holdings I and vTvx Holdings II having principal amounts of $6.0 million and $0.5 million, respectively, held by the Former Officer, were repurchased by vTvx Holdings I and vTvx Holdings II in exchange therefor. On the same date, under the Exchange Agreement, the Former Officer exchanged those shares of Class B Common Stock and vTv Units for 1,344,186 shares of Class A Common Stock. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 16: Fair Value of Financial Instruments The carrying amount of certain of the Company’s financial instruments, including cash and cash equivalents, net accounts receivable, accounts payable and other accrued liabilities, approximate fair value due to their short-term nature. Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments. The following table summarizes the conclusions reached regarding fair value measurements as of December 31, 2014: Balance at December 31, 2014 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) TTP Redeemable preferred securities (a) $ 412,085 $ — $ — $ 412,085 HPP Redeemable preferred securities (a) — — — — Debt (b) 29,575 — 29,575 — Consideration payable (c) 4,897 — — 4,897 Note payable (d) 6,594 — — 6,594 Contingent distribution (a) 26,359 — — 26,359 Total $ 479,510 $ — $ 29,575 $ 449,935 (a) The equity fair value was allocated using the option pricing method (“OPM”). The value of equity was determined using a discounted cash flow (“DCF”) method and adjusted for any applicable separate components of the value such as net operating loss carryforwards, excess or deficit working capital, and fair value of debt instrument. (b) Debt was valued using a yield method, (an income valuation method) for debt securities and a probability-weighted framework based on the expected cash flows to the debt securities under various exit scenarios discounted by the risk-adjusted discount rates. (c) The net present value (“NPV”) of the consideration payable was valued using the DCF method. (d) The note payable was valued using a lattice model. Changes in Level 3 Instruments for the years ended December 31, 2015, 2014 and 2013 Balance at January 1 Net Change in fair value included in earnings Net change in fair value (1) Purchases / Issuance Sales / Repurchases Effect of Reorganization Transaction Balance at December 31 2015 TTP Redeemable preferred units $ 412,085 $ — $ 66,379 $ — $ — $ (478,464 ) $ — HPP Redeemable preferred units — — — — — — — Consideration payable 4,897 — — — — (4,897 ) — Note payable 6,594 115 — — — (6,709 ) — Contingent distribution 26,359 — 695 — — (27,054 ) — Total $ 449,935 $ 115 $ 67,074 $ — $ — $ (517,124 ) $ — 2014 TTP Redeemable preferred units $ 14,676 $ — $ 399,106 $ 52,697 $ (54,394 ) $ — $ 412,085 HPP Redeemable preferred units — — — — — — — Consideration payable — — — 4,897 — — 4,897 Note payable — — — 6,594 — — 6,594 Contingent distribution — — — 26,359 — — 26,359 Total $ 14,676 $ — $ 399,106 $ 90,547 $ (54,394 ) $ — $ 449,935 2013 TTP Redeemable preferred units $ 8,769 $ — $ (8,851 ) $ 14,758 $ — $ — $ 14,676 HPP Redeemable preferred units — — — — — — — Debt embedded derivatives 4,130 213 — 2,118 (6,461 ) — — Total $ 12,899 $ 213 $ (8,851 ) $ 16,876 $ (6,461 ) $ — $ 14,676 (1) The above represents the change in the fair value of the Company’s redeemable preferred units. See the Consolidated Statements of Changes in Redeemable Convertible Units, Redeemable Non-Controlling Interest, Stockholders’ and Members’ Deficit for additional changes in the carrying value of the Company’s redeemable preferred units. There were no transfers into or out of level 3 instruments and/or between level 1 and level 2 instruments during the year ended December 31, 2015, 2014 or 2013. Significant inputs utilized in the valuation of the Company’s redeemable convertible preferred units and contingent distribution were as of December 31: 2014 2013 Annual volatility 65.70 % 141.30 % Annual risk-free rate 0.19 % 0.31 % In addition to the significant inputs above, the fair values of the redeemable convertible preferred units and the contingent distribution as of December 31, 2014 were derived utilizing forecasts through 2030 for use under a discounted cash flow model. These forecasts represent the future expected revenues and costs associated with the drug programs currently under development, adjusted by certain probabilities of successful passage through various developmental hurdles, including successful completion of pre-clinical trials and all three phases of clinical trials, as well as FDA approval of a new drug application. Changes in the unobservable inputs noted above would impact members’ equity. For the Company’s redeemable convertible preferred units and contingent distribution, increases (decreases) in the estimates of the Company’s annual volatility would increase (decrease) the members’ equity and an increase (decrease) in the annual risk free rate would increase (decrease) the members’ equity. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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 the Class B Common Stock, the useful lives of property and equipment, the fair value of the Company’s membership units, the fair value of redeemable preferred units, 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 | 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 balances of these cash accounts frequently exceed insured limits. The accounts receivable balance at each of December 31, 2015 and 2014 was not significant. Two customers represented 100% of the revenue earned during the year ended December 31, 2015. Three customers represented 98% of the revenue during the years ended December 31, 2014. Four customers represented 100% of the revenue earned during the year ended December 31, 2013. |
Cash and Cash Equivalents | 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. |
Restricted Cash and Cash Equivalents | Restricted Cash and Cash Equivalents Restricted cash and cash equivalents as of December 31, 2014 reflect cash and cash equivalents that were pledged as collateral required by the terms of operating leases on facilities used by High Point Clinical Trials Center, LLC (“HPCTC”), a wholly-owned subsidiary (prior to December 31, 2014). Such amounts were not contributed to the Company through the Reorganization Transactions and the Company did not have any restricted cash balances as of December 31, 2015. |
Collaboration Revenue and Accounts Receivable | Collaboration Revenue and Accounts Receivable The majority of the Company’s collaboration revenue and accounts receivable is related to an exclusive global license agreement (the “License Agreement”) which the Company entered into on March 6, 2015 with Calithera Biosciences, Inc. (Calithera), granting Calithera exclusive world-wide rights to research, develop and commercialize the Company’s portfolio of hexokinase II inhibitors. Under the terms of the License Agreement, Calithera paid the Company an initial license fee of $0.6 million and potential development and regulatory milestone payments totaling up to $30.5 million for the first licensed product, an additional $77.0 million in potential sales-based milestones, as well as royalty payments, based on tiered sales of the first commercialized licensed product. In addition, Calithera will fund up to $1.1 million during the first 12 months of the License Agreement for the costs associated with up to four full-time employees for the Company to develop additional hexokinase inhibitors. If Calithera develops additional licensed products, after achieving regulatory approval of the first licensed product, Calithera would owe additional regulatory milestone payments and additional royalty payments based on sales of such additional licensed products. 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 | 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 ten 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) Laboratory equipment 7 Computers and hardware 3-5 Furniture and office equipment 3-7 Software 3 Leasehold improvements Shorter of useful life or remaining term of lease The Company periodically assesses it property and equipment and other long-lived assets for impairment in accordance with the relevant accounting guidance. During 2014, the Company determined that certain of its land assets met the criteria for held-for-sale accounting treatment after making the decision to sell the property. Accordingly, the Company adjusted the carrying value of such assets to the amount of the expected proceeds less costs of disposal, which was lower than the original carrying value. One of these properties was sold during the year ended December 31, 2015 and the other properties were not assumed by the Company as part of the Reorganization Transactions. As of December 31, 2015 and 2014, the carrying value of assets held for sale was $0.0 million and $2.8 million, respectively. |
Revenue Recognition | Revenue Recognition The Company uses the revenue recognition guidance established by ASC Topic 605, “Revenue Recognition.” The Company recognizes revenue when 1) persuasive evidence of an arrangement exists; 2) the service has been provided to the customer; 3) collection of the fee is reasonably assured; and 4) the amount of the fee to be paid by the customer is fixed or determinable. In determining the accounting for collaboration and alliance agreements, the Company follows the provisions of ASC Topic 605, Subtopic 25, “Multiple-Element Arrangements” (“ASC 605-25”) and ASC 808 (“Collaborative Arrangements”). ASC 605-25 provides guidance on whether an arrangement that involves multiple revenue-generating activities or deliverables should be divided into separate units of accounting for revenue recognition purposes and, if division is required, how the arrangement consideration should be allocated among the separate units of accounting. If a deliverable has value on a stand-alone basis, the Company treats the deliverable as a separate unit of accounting. If the arrangement constitutes separate units of accounting according to the separation criteria of ASC 605-25, the consideration received is allocated among the separate units of accounting and the applicable revenue recognition criteria is applied to each unit. The Company determines how to allocate amounts received under agreements among the separate units based on the respective selling price of each unit. If the arrangement constitutes a single unit of accounting, the revenue recognition policy must be determined for the entire arrangement and the consideration received is recognized over the period of inception through the date the last deliverable within the single unit of accounting is expected to be delivered. Collaboration research and development revenue is earned and recognized as research is performed and related expenses are incurred. Non-refundable upfront fees are recorded as deferred revenue and recognized into revenue as license fees and milestones from collaborations on a straight-line basis over the estimated period of the Company’s substantive performance obligations. If the Company does not have substantive performance obligations, it recognizes non-refundable upfront fees into revenue ratably over the period during which the product deliverable is provided to the customer. Revenue for non-refundable payments based on the achievement of milestone events under collaborative arrangements is recognized in accordance with ASC Topic 605, Subtopic 28, “Milestone Method” (“ASC 605-28”). Milestone events under the Company’s collaboration agreements may include research, development, regulatory, commercialization, and sales events. Under ASC 605-28, a milestone payment is recognized as revenue when the applicable event is achieved if the event meets the definition of a milestone and the milestone is determined to be substantive. ASC 605-28 defines a milestone event as an event having all of the following characteristics: (1) substantive uncertainty regarding achievement of the milestone event exists at the inception of the arrangement; (2) the event can only be achieved based, in whole or in part, on either the Company’s performance or a specific outcome resulting from the Company’s performance; and (3) if achieved, the event will result in additional payment due to the Company. The Company also treats events that can only be achieved based, in whole or in part, on either a third party’s performance or a specific outcome resulting from a third party’s performance as milestone events if the criteria of ASC 605-28 are otherwise satisfied. Research and development costs that are reimbursable under collaboration agreements are recorded in accordance with ASC Topic 605, Subtopic 45, “Principal-Agent Considerations.” Amounts reimbursed under a cost-sharing arrangement are reflected as reductions of research and development expense. |
Fair Value of Financial Instruments | 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 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 · Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. |
Research and Development | Research and Development Major components of research and development costs include cash compensation, depreciation expense on research and development property and equipment, costs of preclinical studies, clinical trials and related clinical manufacturing, costs of drug development, costs of materials and supplies, facilities cost, overhead costs, regulatory and compliance costs, and fees paid to consultants and other entities that conduct certain research and development activities on the Company’s behalf. 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 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 financial statements to the actual services received and efforts expended. As such, expense accruals related to clinical studies are recognized based on the Company’s estimate of the degree of completion of the event or events specified in the specific clinical study. The Company records nonrefundable advance payments it makes for future research and development activities as prepaid expenses. Prepaid expenses are recognized as expense in the consolidated statements of operations as the Company receives the related goods or services. |
Patent Costs | 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 | Income Taxes In connection with the IPO, vTv Therapeutics Inc. was formed. From August 1, 2015, vTv Therapeutics Inc. has been subject to corporate level income taxes. Prior to July 30, 2015, TTP and HPP were taxed as partnerships and all their income and deductions flowed through and were subject to tax at the partner level. As a result of the Reorganization Transactions, vTv Therapeutics Inc. acquired vTv Units and 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 financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. 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. 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 Statement of Operations. The Company has not incurred any significant interest or penalties related to income taxes in any of the periods presented. |
Redeemable Convertible Preferred Units and Noncontrolling Interest | Redeemable Convertible Preferred Units and Noncontrolling Interest The Company initially recorded the redeemable convertible preferred units of the Predecessors at their fair values at issuance, net of issuance costs. All of the redeemable convertible preferred units were presented outside of permanent members’ deficit as the units were redeemable at holders’ option at the greater of (a) such series’ liquidation value (i.e., the original cost for each unit of such series (as adjusted for any unit split, unit dividend or other similar events)) plus all declared and unpaid distributions on such series and (b) such series’ fair market value (plus all declared but unpaid distributions on such series). The Company’s policy is to record changes in the redemption value of the redeemable convertible preferred units immediately as they occur and adjust the carrying value to equal the redemption value at each reporting period. Similarly, the Company records the redeemable noncontrolling interest represented by the vTv Units and the Class B Common stock at the higher of (1) the its initial fair value plus accumulated earnings/losses associated with the noncontrolling interest or (2) the redemption value as of the balance sheet date. See discussion and additional detail of the redeemable noncontrolling interest at Note 9. |
Segment and Geographic Information | 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. The Company’s business operates in one reportable segment comprised of one operating segment. |
Share-Based Compensation | 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 the awards is estimated using the Black-Scholes option pricing formula. Due to the lack of sufficient historical trading information with respect to its own shares, the Company estimates expected volatility based on a portfolio of selected stocks of companies believed to have market and economic characteristics similar to its own. 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. The Company also estimates the amount of share-based awards that are expected to be forfeited based on historical employee turnover rates. |
Comprehensive Income | 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. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue From Contracts With Customers, that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The ASU is based on the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires disclosures sufficient to enable users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company is currently evaluating the guidance to determine the Company’s adoption method and the effect it will have on the Company’s Consolidated Financial Statements. In February 2015, the FASB issued ASU 2015-02, “Amendments to the Consolidation Analysis” which significantly change the consolidation analysis required under GAAP and will require companies to reevaluate all previous consolidation conclusions. This ASU is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. The adoption of this ASU will not have an impact on the Company’s conclusions as they relate to the consolidation of vTv LLC. In April 2015, the FASB issued ASU No. 2015-05, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement,” (“ASU 2015-05”). The amendments in this update provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. This ASU is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. The Company does not expect ASU 2015-05 to have a material impact on the Company’s Consolidated Financial Statements. In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740) – Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). The amendments in this update simplify the presentation of deferred income taxes by requiring that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. This ASU is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. The adoption of this statement will impact the classification of the Company’s deferred taxes within its Consolidated Balance Sheets. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Estimated Useful Lives of Property and Equipment | The estimated useful lives of property and equipment are as follows: Asset Category Useful Life (in years) Laboratory equipment 7 Computers and hardware 3-5 Furniture and office equipment 3-7 Software 3 Leasehold improvements Shorter of useful life or remaining term of lease |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Assumptions Used to Estimate Fair Value of Stock Option Awards Granted | 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 year ended December 31, 2015: Expected volatility 83.84% - 88.23% Expected life of option, in years 5.8 - 9.6 Risk-free interest rate 1.72% - 2.25% Expected dividend yield 0.00% |
Summary of Stock Award Activity for the Period | The following table summarizes the activity related to the stock option awards for the year ended December 31, 2015 (in thousands, except per share amounts): Number of Shares Weighted- Average Exercise Price Awards outstanding at December 31, 2014 — Granted 973,934 $ 11.31 Forfeited (2,000 ) $ 9.22 Awards outstanding at December 31, 2015 971,934 $ 11.31 Options exercisable at December 31, 2015 6,940 $ 15.00 Weighted average remaining contractual term 9.7 Years Options vested and expected to vest at December 31, 2015 914,065 $ 11.36 Weighted average remaining contractual term 9.7 Years |
Summary of Compensation Expense Related to Grants of Stock Options | Compensation expense related to the grants of stock options is included in research and development and general and administrative expense as follows (in thousands): 2015 Research and development $ 221 General and administrative 638 $ 859 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consists of the following (in thousands): December 31, 2015 2014 Land $ — $ 2,789 Laboratory equipment 7,085 7,654 Leasehold improvements 2,337 2,231 Computers and hardware 518 1,079 Software 1,307 1,352 Furniture and office equipment 465 509 Total property and equipment 11,712 15,614 Less: accumulated depreciation and amortization (11,088 ) (11,836 ) Property and equipment, net $ 624 $ 3,778 |
Summary of Assets Under Capital Lease | The Company leases various equipment under capital lease agreements. The assets under capital leases are included in property and equipment as follows (in thousands): December 31, 2015 2014 Lab equipment $ 170 $ — Computers and hardware 17 26 Total 187 26 Less: accumulated depreciation and amortization (30 ) (8 ) $ 157 $ 18 |
Accounts Payable and Accrued 27
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables And Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued expenses consist of the following (in thousands): December 31, 2015 2014 Accounts payable $ 3,262 $ 2,042 Accrued development costs 1,912 198 Accrued payroll related costs 1,040 9 Accrued other 413 830 Total $ 6,627 $ 3,079 |
Schedule of Accounts Payable and Accrued Expenses Due to Related Party Table Text Block | Accounts payable and accrued expenses – related party consist of the following (in thousands): December 31, 2015 2014 Accounts payable and accrued operating expenses - related party $ 880 $ 618 Accrued interest - related party — 1,134 Total $ 880 $ 1,752 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Summary of Other Liabilities Current | Other liabilities-current consist of the following (in thousands): December 31, 2015 2014 Distribution payable $ — $ 625 Other liabilities — 1,253 Total $ — $ 1,878 |
Summary of Other Liabilities Net of Current Portion | Other liabilities, net of current portion consist of the following (in thousands): December 31, 2015 2014 Distribution payable, net of current portion $ — $ 4,273 Other liabilities, net of current portion 245 161 Total $ 245 $ 4,434 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments under Capital Leases and Non-Cancelable Operating Leases | Future minimum lease payments under capital leases and non-cancelable operating leases as of December 31, 2015 were as follows (in thousands): Year Ending December 31, Capital Leases Operating Leases 2016 $ 37 $ 448 2017 4 462 2018 4 234 2019 1 — 2020 — — Total minimum lease payments 46 $ 1,144 Less: amounts representing interest (4 ) Total $ 42 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows (in thousands): December 31, 2015 2014 U.S. statutory tax benefit $ (14,387 ) $ (12,635 ) Partnership income (federal) not subject to tax to the Company 12,502 12,635 State taxes (net of federal benefit) — — Losses with no benefit 1,885 — Provision for income taxes $ — $ — Effective income tax rate 0.0 % 0.0 % |
Schedule of Net Deferred Tax Assets/(Liabilities) | Significant components of our net deferred tax assets/(liabilities) are as follows (in thousands): December 31, 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 2,543 $ — Share-based compensation 44 — Investment in partnerships 1,476 Total deferred tax assets 4,063 — Valuation allowance (4,063 ) — Net deferred tax assets $ — $ — |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Reconciliation of the Numerator and Denominator Used in the Calculation of Basic and Diluted Net Loss per Share of Class A Common Stock | 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: Year Ended December 31, 2015 2014 2013 Numerator: Net loss $ (41,107 ) $ (36,101 ) $ (48,203 ) Less: Net loss attributable to non-controlling interests (13,609 ) — — Net loss attributable to vTv Therapeutics Inc., basic and diluted $ (27,498 ) $ (36,101 ) $ (48,203 ) Denominator: Weighted-average vTv Therapeutics Inc. Class A Common Stock, basic and diluted 8,276,520 Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted $ (3.32 ) |
Quarterly Financial Data (Una32
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Data [Abstract] | |
Schedule of Quarterly Financial Information | The following interim financial information presents our 2015 and 2014 results of operations on a quarterly basis (in thousands, except per share amounts): 2015 March 31 June 30 September 30 December 31 Revenues $ 50 $ 110 $ 133 $ 226 Operating loss (9,721 ) (7,889 ) (9,441 ) (11,091 ) Net loss before noncontrolling interest (9,813 ) (10,412 ) (9,822 ) (11,060 ) Net loss attributable to vTv Therapeutics Inc. (9,813 ) (10,412 ) (4,103 ) (3,170 ) Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted (1) $ (1.26 ) $ (1.33 ) $ (0.49 ) $ (0.35 ) 2014 March 31 June 30 September 30 December 31 Revenues $ 14 $ 201 $ 400 $ 934 Operating loss (9,517 ) (7,192 ) (5,520 ) (6,668 ) Net loss before noncontrolling interest (15,112 ) (7,404 ) (5,870 ) (7,715 ) Net loss attributable to vTv Therapeutics Inc. (15,112 ) (7,404 ) (5,870 ) (7,715 ) Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted (1) (1) Loss per share is not presented for the fiscal quarters ended in 2014 as the Company did not have any economic interests prior to the date of the IPO and Reorganization Transactions through which it was given ownership in vTv LLC. Losses prior to the IPO and Reorganization Transactions would have been allocated to the original members of TTP and HPP. Loss per share for the fiscal quarters ended in the 2015 fiscal year includes the losses recognized both prior and subsequent to the IPO and Reorganization Transactions. For the quarters ended March 31, 2015 and June 30, 2015, the weighed-average shares used to compute basic and diluted loss per share were based on the Class A Common Stock issued through the IPO (7,812,500 shares). |
Predecessor Financial Arrange33
Predecessor Financial Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Predecessor Financial Arrangements [Abstract] | |
Summary of Financial Instruments Related to Interest or Fair Value Adjustments of the Company's Consolidated Financial Statements | The Reorganization Transactions discussed in Note 1 resulted in certain assets and liabilities of the Predecessors not being contributed to or assumed by the Company. As such, subsequent to the Reorganization Transactions, certain financial instruments and their related interest or fair value adjustments were no longer reflected within the Company’s Consolidated Financial Statements. Such financial instruments included the following: As of December 31, 2015 2014 Assets: Note Receivable (1) $ — $ 6,594 Liabilities: Promissory note on land - current (2) — 155 Distribution payable - current (3) — 625 Promissory note on land - net of current portion (2) — 2,110 Uncommitted Advance Agreement (4) — 27,310 Contingent Distribution (5) — 26,359 Perpetual Securities (6) — 6,594 Distribution payable - net of current portion (3) — 4,273 Total liabilities $ — $ 67,426 (1) On March 30, 2007, TTP Inc. entered into a promissory note (the “2007 Note”) with the Former Officer, pursuant to which TTP Inc. loaned $4.8 million to the Former Officer. As of December 31, 2014, the 2007 Note had an aggregate outstanding principal amount of $4.8 million, and $1.8 million of accrued and unpaid interest. This note was recorded as a component of Note receivable in the Consolidated Balance Sheet as of December 31, 2014. (2) In June 2008, TTP Inc. entered into a promissory note with a financial institution secured by a deed of trust on land purchased in 2008. The current and long-term balance of this note outstanding as of December 31, 2014 were recorded as a component of Short-term debt and Debt, net of current portion, respectively within the Consolidated Balance Sheet. (3) On December 30, 2014, the boards of directors of TTP and HPP authorized a repurchase of units from a former officer and director (“the Former Officer”) and certain entities related to the officer (collectively with the Former Officer, the “Former Officer and Related Entities”) of TTP. The terms of the unit repurchase are stipulated in a Letter Agreement (the “Former Officer Agreement”) with the Former Officer and Related Entities. The Former Officer Agreement stipulated that these entities would repurchase all of the TTP and HPP issued and outstanding units owned by the Former Officer and Related Entities, including any warrants and options to purchase common units (collectively, the “Repurchased Units”). In exchange for the Repurchased Units, under the Former Officer Agreement, TTP and HPP agreed to make periodic cash payments to the Former Officer and Related Entities totaling $7.5 million between December 30, 2014 and September 30, 2017. Payments consisted of $2.5 million paid at closing of the agreement on December 30, 2014 and $5.0 million to be paid in eight equal quarterly installments beginning December 31, 2015. This obligation was recorded in other liabilities in the Consolidated Balance Sheet as of December 31, 2014. (4) On March 28, 2014, TTP, HPP and M&F agreed to exchange all $116.2 million of outstanding principal and interest due to M&F under a Note and Equity Issuance Agreement (including amounts advanced under the initial agreement plus the promissory notes issued in 2013 and amounts advanced following the December 24, 2013 amendment) for 292,722,844 Series F redeemable convertible preferred units of TTP and 155,219,376 Series B redeemable convertible preferred units of HPP. Concurrently on March 28, 2014, TTP and HPP entered into an Uncommitted Advance Agreement with M&F and the Former Officer. As of December 30, 2014, the Former Officer was no longer party to this agreement. As of December 31, 2014, the principal outstanding under the Uncommitted Advance Agreement was reflected as a component of Debt-related party in the Consolidated Balance Sheet. (5) On December 31, 2014, TTP transferred 100% of its ownership interests in HPCTC to the Former Officer and agreed to make future distributions to the Former Officer (the “Contingent Distributions”). The Contingent Distributions were reported at fair value on the Consolidated Balance Sheet and classified as Fair value of contingent distribution as of December 31, 2014. (6) On March 28, 2014, TTP entered into a reaffirmation and pledge agreement (“Pledge Agreement”) with the Former Officer and Related Entities. Pursuant to the Pledge Agreement, the Former Officer granted a security interest to TTP in the Pledged Units to secure the Former Officer’s obligations to TTP under the 2007 Note and under the Pledge Agreement. On December 30, 2014, the Pledged Units were exchanged for TTP Perpetual Securities in the principal amount of approximately $6.0 million and HPP Perpetual Securities in the principal amount of approximately $0.5 million (the “Perpetual Securities”). The Perpetual Securities were initially recorded at their initial fair value of $6.6 million and were reflected as a component of Note payable in the Consolidated Balance Sheet as of December 31, 2014. The increase in the fair value of the perpetual securities during the year ended December 31, 2015, prior to the Reorganization Transactions was $0.1 million and is reflected in other income, net in the Consolidated Statements of Operations. |
Fair Value of Financial Instr34
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Summarizes the Conclusions Reached Regarding Fair Value Measurements | The following table summarizes the conclusions reached regarding fair value measurements as of December 31, 2014: Balance at December 31, 2014 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) TTP Redeemable preferred securities (a) $ 412,085 $ — $ — $ 412,085 HPP Redeemable preferred securities (a) — — — — Debt (b) 29,575 — 29,575 — Consideration payable (c) 4,897 — — 4,897 Note payable (d) 6,594 — — 6,594 Contingent distribution (a) 26,359 — — 26,359 Total $ 479,510 $ — $ 29,575 $ 449,935 (a) The equity fair value was allocated using the option pricing method (“OPM”). The value of equity was determined using a discounted cash flow (“DCF”) method and adjusted for any applicable separate components of the value such as net operating loss carryforwards, excess or deficit working capital, and fair value of debt instrument. (b) Debt was valued using a yield method, (an income valuation method) for debt securities and a probability-weighted framework based on the expected cash flows to the debt securities under various exit scenarios discounted by the risk-adjusted discount rates. (c) The net present value (“NPV”) of the consideration payable was valued using the DCF method. (d) The note payable was valued using a lattice model. Changes in Level 3 Instruments for the years ended December 31, 2015, 2014 and 2013 Balance at January 1 Net Change in fair value included in earnings Net change in fair value (1) Purchases / Issuance Sales / Repurchases Effect of Reorganization Transaction Balance at December 31 2015 TTP Redeemable preferred units $ 412,085 $ — $ 66,379 $ — $ — $ (478,464 ) $ — HPP Redeemable preferred units — — — — — — — Consideration payable 4,897 — — — — (4,897 ) — Note payable 6,594 115 — — — (6,709 ) — Contingent distribution 26,359 — 695 — — (27,054 ) — Total $ 449,935 $ 115 $ 67,074 $ — $ — $ (517,124 ) $ — 2014 TTP Redeemable preferred units $ 14,676 $ — $ 399,106 $ 52,697 $ (54,394 ) $ — $ 412,085 HPP Redeemable preferred units — — — — — — — Consideration payable — — — 4,897 — — 4,897 Note payable — — — 6,594 — — 6,594 Contingent distribution — — — 26,359 — — 26,359 Total $ 14,676 $ — $ 399,106 $ 90,547 $ (54,394 ) $ — $ 449,935 2013 TTP Redeemable preferred units $ 8,769 $ — $ (8,851 ) $ 14,758 $ — $ — $ 14,676 HPP Redeemable preferred units — — — — — — — Debt embedded derivatives 4,130 213 — 2,118 (6,461 ) — — Total $ 12,899 $ 213 $ (8,851 ) $ 16,876 $ (6,461 ) $ — $ 14,676 (1) The above represents the change in the fair value of the Company’s redeemable preferred units. See the Consolidated Statements of Changes in Redeemable Convertible Units, Redeemable Non-Controlling Interest, Stockholders’ and Members’ Deficit for additional changes in the carrying value of the Company’s redeemable preferred units. |
Summary of Company's Redeemable Convertible Preferred Units and Contingent Distribution | Significant inputs utilized in the valuation of the Company’s redeemable convertible preferred units and contingent distribution were as of December 31: 2014 2013 Annual volatility 65.70 % 141.30 % Annual risk-free rate 0.19 % 0.31 % |
Description of Business and B35
Description of Business and Basis of Presentation - Additional Information (Detail) $ / shares in Units, $ in Thousands | Aug. 04, 2015USD ($)Vote$ / sharesshares | Dec. 31, 2015USD ($)Vote$ / sharesshares | Jul. 29, 2015$ / shares |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Net proceeds from initial public offering | $ | $ 105,773 | ||
Amended and restated limited liability company agreement | One managing member unit, which represents no economic interests and has 100% of the voting power of vTv LLC | Non-voting vTv Units, which represent economic interests | |
vTv Therapeutics LLC [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Percentage of non-voting economic interest of vTv Therapeutics Holdings LLC in vTv LLC | 72.10% | ||
Percentage of non-voting economic interest of vTv Therapeutics Inc in vTv LLC | 27.90% | ||
vTv Therapeutics Holdings and M&F TTP Holdings LLC | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Description of tax receivable agreement | The Tax Receivable Agreement among the Company, M&F TTP Holdings Two LLC, as successor in interest to vTv Therapeutics Holdings (“M&F”) and M&F TTP Holdings LLC provides for the payment by the Company to M&F (or certain of its transferees or other assignees) of 85% of the amount of cash savings, if any, in U.S. 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. | ||
Amount of cash savings percentage | 85.00% | ||
vTv Therapeutics LLC Units [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Voting power percentage of one managing member unit | 100.00% | ||
Common member unit, share issued | shares | 25,000,000 | ||
Class A Common Stock [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Number of shares issued through IPO | shares | 7,812,500 | ||
Common stock par value | $ / shares | $ 0.01 | $ 0.01 | |
Common stock, vote per share | Vote | 1 | 1 | |
Class A Common Stock [Member] | IPO [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Number of shares issued through IPO | shares | 7,812,500 | ||
Common stock par value | $ / shares | $ 0.01 | ||
Common stock issued price per share | $ / shares | $ 15 | ||
Net proceeds from initial public offering | $ | $ 109,000 | ||
Class B Common Stock [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Number of shares issued through IPO | shares | 25,000,000 | ||
Common stock par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, vote per share | Vote | 1 | 1 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Additional Information (Detail) | Mar. 06, 2015USD ($) | Dec. 31, 2015USD ($)CustomerPropertySegment | Dec. 31, 2014USD ($)Customer | Dec. 31, 2013Customer |
Summary Of Significant Accounting Policies [Line Items] | ||||
Number of customers | Customer | 2 | 3 | 4 | |
Restricted cash balances | $ 0 | |||
Number of properties sold | Property | 1 | |||
Carrying value of assets held for sale | $ 0 | $ 2,800,000 | ||
Significant interest or penalties incurred related to income taxes | $ 0 | |||
Number of reportable segments | Segment | 1 | |||
Maximum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment, estimated useful lives | P10Y | |||
Minimum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment, estimated useful lives | P3Y | |||
Collaborative Arrangement [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
License fee received | $ 600,000 | |||
Potential sales-based milestones based on tiered sales of the first commercialized licensed product | 77,000,000 | |||
Collaborative Arrangement [Member] | Maximum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Potential development and regulatory milestone payments for the first licensed product | 30,500,000 | |||
Additional payments for employee services | $ 1,100,000 | |||
Revenue [Member] | Customer [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 100.00% | 98.00% | 100.00% |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Minimum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment, estimated useful lives | P3Y |
Maximum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment, estimated useful lives | P10Y |
Laboratory Equipment [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Computers and Hardware [Member] | Minimum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Computers and Hardware [Member] | Maximum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Furniture and Office Equipment [Member] | Minimum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Furniture and Office Equipment [Member] | Maximum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Software [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Leasehold Improvements [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment, estimated useful lives | Shorter of useful life or remaining term of lease |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-qualified stock option awards vesting period | 3 years |
Non-qualified stock option awards expiration term | 10 years |
Compensation expense related to share-based awards | $ 859,000 |
Tax benefit related to stock option awards | 0 |
Unrecognized compensation cost related to non-vested share-based compensation arrangements | $ 6,700,000 |
Weighted average period to recognize unrecognized share-based compensation cost | 2 years 8 months 12 days |
Weighted average grant date fair value of options granted | $ / shares | $ 8.15 |
2015 Omnibus Equity Incentive Plan [Member] | Class A Common Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Maximum number of shares to be awarded | shares | 3,250,000 |
Share-Based Compensation - Assu
Share-Based Compensation - Assumptions Used to Estimate Fair Value of Stock Option Awards Granted (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Schedule of Share Based Compensation Valuation Assumptions [Line Items] | |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Schedule of Share Based Compensation Valuation Assumptions [Line Items] | |
Expected volatility | 83.84% |
Expected life of option, in years | 5 years 9 months 18 days |
Risk-free interest rate | 1.72% |
Maximum [Member] | |
Schedule of Share Based Compensation Valuation Assumptions [Line Items] | |
Expected volatility | 88.23% |
Expected life of option, in years | 9 years 7 months 6 days |
Risk-free interest rate | 2.25% |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Award Activity for the Period (Detail) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share Based Arrangements To Obtain Goods And Services [Abstract] | |
Number of shares awards outstanding, Beginning balance | shares | 0 |
Number of shares, Granted | shares | 973,934 |
Number of shares, Forfeited | shares | (2,000) |
Number of shares awards outstanding, Ending balance | shares | 971,934 |
Number of shares, Options exercisable | shares | 6,940 |
Number of shares options exercisable, Weighted average remaining contractual term | 9 years 8 months 12 days |
Number of shares, Options vested and expected to vest | shares | 914,065 |
Number of shares options vested and expected to vest, Weighted average remaining contractual term | 9 years 8 months 12 days |
Weighted-average exercise price awards outstanding, Beginning balance | $ / shares | $ 0 |
Weighted-average exercise price, Granted | $ / shares | 11.31 |
Weighted-average exercise price, Forfeited | $ / shares | 9.22 |
Weighted-average exercise price awards outstanding, Ending balance | $ / shares | 11.31 |
Weighted-average exercise price, Options exercisable | $ / shares | 15 |
Weighted-average exercise price, Options vested and expected to vest | $ / shares | $ 11.36 |
Share-Based Compensation - Su41
Share-Based Compensation - Summary of Compensation Expense Related to Grants of Stock Options (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Compensation expense related to grants of stock options | $ 859 |
Research and Development [Member] | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Compensation expense related to grants of stock options | 221 |
General and Administrative [Member] | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Compensation expense related to grants of stock options | $ 638 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 11,712 | $ 15,614 |
Less: accumulated depreciation and amortization | (11,088) | (11,836) |
Property and equipment, net | 624 | 3,778 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 2,789 | |
Laboratory Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 7,085 | 7,654 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 2,337 | 2,231 |
Computers and Hardware [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 518 | 1,079 |
Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 1,307 | 1,352 |
Furniture and Office Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 465 | $ 509 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property Plant And Equipment [Abstract] | |||
Impairment loss on land | $ 48 | $ 488 | |
Depreciation expense | $ 501 | $ 864 | $ 1,086 |
Property and Equipment - Summ44
Property and Equipment - Summary of Assets Under Capital Lease (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property Plant And Equipment [Line Items] | ||
Total | $ 187 | $ 26 |
Less: accumulated depreciation and amortization | (30) | (8) |
Property and equipment under capital leases, net | 157 | 18 |
Lab equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total | 170 | |
Computers and Hardware [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total | $ 17 | $ 26 |
Accounts Payable and Accrued 45
Accounts Payable and Accrued Expenses - Accounts payable and accrued expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables And Accruals [Abstract] | ||
Accounts payable | $ 3,262 | $ 2,042 |
Accrued development costs | 1,912 | 198 |
Accrued payroll related costs | 1,040 | 9 |
Accrued other | 413 | 830 |
Total | $ 6,627 | $ 3,079 |
Accounts Payable and Accrued 46
Accounts Payable and Accrued Expenses - Accounts Payable and Accrued Expenses - Related Party (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables And Accruals [Abstract] | ||
Accounts payable and accrued operating expenses - related party | $ 880 | $ 618 |
Accrued interest - related party | 1,134 | |
Total | $ 880 | $ 1,752 |
Other Liabilities - Summary of
Other Liabilities - Summary of Other Liabilities Current (Detail) $ in Thousands | Dec. 31, 2014USD ($) |
Other Liabilities Disclosure [Abstract] | |
Distribution payable | $ 625 |
Other liabilities | 1,253 |
Total | $ 1,878 |
Other Liabilities - Summary o48
Other Liabilities - Summary of Other Liabilities Net of Current Portion (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Other Liabilities Disclosure [Abstract] | ||
Distribution payable, net of current portion | $ 4,273 | |
Other liabilities, net of current portion | $ 245 | 161 |
Total | $ 245 | $ 4,434 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
May. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments And Contingencies [Line Items] | ||||
Lease termination description | operating and capital leases expiring at various dates through 2019. | |||
Average interest rate for assets under capital leases | 13.60% | |||
Asset retirement obligations, noncurrent | $ 0.2 | |||
Non-cancelable Operating Leases [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Rent expense for operating leases | $ 0.6 | $ 1 | $ 1.1 | |
Facility Lease | ||||
Commitments And Contingencies [Line Items] | ||||
Lease termination year | 2,018 | |||
Columbia University [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Annual fee obligated to pay under the agreement | $ 0.1 | |||
Annual fee payment obligation period | 2015 through 2021 | |||
Potential regulatory milestone payment | $ 0.8 |
Commitments and Contingencies50
Commitments and Contingencies - Summary of Future Minimum Lease Payments Under Capital Leases and Non-cancelable Operating leases (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments And Contingencies [Line Items] | |
Capital Leases, due on 2016 | $ 37 |
Capital Leases, due on 2017 | 4 |
Capital Leases, due on 2018 | 4 |
Capital Leases, due on 2019 | 1 |
Total minimum lease payments | 46 |
Less: amounts representing interest | (4) |
Total | 42 |
Non-cancelable Operating Leases [Member] | |
Commitments And Contingencies [Line Items] | |
Operating Leases, due on 2016 | 448 |
Operating Leases, due on 2017 | 462 |
Operating Leases, due on 2018 | 234 |
Total minimum lease payments | $ 1,144 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) | Aug. 04, 2015Vote$ / shares | Dec. 31, 2015Vote$ / sharesshares | Jul. 29, 2015$ / sharesshares |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | shares | 50,000,000 | ||
Preferred stock par value | $ / shares | $ 0.01 | ||
Common stock, voting rights | Holders of Class A Common Stock and Class B Common Stock will be entitled to one vote for each share held on all matters submitted to stockholders for their vote or approval. | ||
Class A Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | shares | 100,000,000 | 100,000,000 | |
Common stock par value | $ / shares | $ 0.01 | $ 0.01 | |
Common stock, vote per share | Vote | 1 | 1 | |
Class B Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | shares | 100,000,000 | 100,000,000 | |
Common stock par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, vote per share | Vote | 1 | 1 |
Redeemable Noncontrolling Int52
Redeemable Noncontrolling Interest - Additional Information (Detail) $ in Millions | Aug. 04, 2015Vote | Dec. 31, 2015USD ($)Vote |
Noncontrolling Interest [Line Items] | ||
Redemption amount of noncontrolling interest | $ | $ 161.5 | |
Class A Common Stock [Member] | ||
Noncontrolling Interest [Line Items] | ||
Number of days used to determine exchange value based on weighted average price of Class A common stock | 20 days | |
Common stock, vote per share | Vote | 1 | 1 |
vTv Therapeutics LLC [Member] | Class A Common Stock [Member] | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling interest ownership percentage | 72.10% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Apr. 17, 2007 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Related Party Transaction [Line Items] | ||||
Reimbursement of offering costs - related party | $ 1,329,000 | |||
PharmaCore, Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total purchases from related party | 2,300,000 | $ 1,400,000 | $ 3,100,000 | |
Financing to related party | $ 2,000,000 | $ 2,900,000 | ||
Note agreement, term | 9 years | |||
Note agreement, interest rate | 8.25% | |||
Note agreement, maturity date | Jun. 1, 2017 | |||
Capitalization of accrued interest | 0 | |||
Warrant exercisable term | 10 years | |||
Shares available under warrant exercised | 370,370 | |||
Warrants, Exercise price per unit | $ 0.54 | |||
Interest income recorded | $ 400,000 | 600,000 | $ 600,000 | |
Total receivables balance from related party | 9,600,000 | |||
Allowances for uncollectible amounts from related party | $ 8,800,000 | |||
MacAndrews & Forbes Incorporated [Member] | ||||
Related Party Transaction [Line Items] | ||||
Voting power percentage of one managing member unit | 76.10% | |||
Amount of cash savings percentage | 85.00% | |||
Description of tax receivable agreement | The Tax Receivable Agreement among the Company, 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 & Forbes Incorporated [Member] | Class B Common Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Shares held by related party | 23,059,232 | |||
MacAndrews & Forbes Incorporated [Member] | Class A Common Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Shares held by related party | 1,915,666 | |||
M&F Group [Member] | ||||
Related Party Transaction [Line Items] | ||||
Reimbursement of offering costs - related party | $ 1,300,000 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Compensation And Employee Benefit Plans [Abstract] | |||
Percentage of employer contribution | 50.00% | ||
Maximum annual contribution per employee | 6.00% | ||
Contributions made by employer | $ 0.1 | $ 0.2 | $ 0.2 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | Aug. 04, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Income Taxes [Line Items] | |||
Income tax provision | $ 0 | $ 0 | |
Increase in valuation allowance | $ 4,100,000 | ||
Uncertain tax positions | 0 | ||
Increase decrease in uncertain tax position reasonably possible | 0 | ||
Federal [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 6,800,000 | ||
Net operating loss carryforwards expiration date | 2,035 | ||
M&F TTP Holdings LLC [Member] | |||
Income Taxes [Line Items] | |||
Amount of cash savings percentage | 85.00% |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
U.S. statutory tax benefit | $ (14,387) | $ (12,635) |
Partnership income (federal) not subject to tax to the Company | 12,502 | $ 12,635 |
Losses with no benefit | $ 1,885 | |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets/(Liabilities) (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Deferred tax assets: | |
Net operating loss carryforwards | $ 2,543 |
Share-based compensation | 44 |
Investment in partnerships | 1,476 |
Total deferred tax assets | 4,063 |
Valuation allowance | $ (4,063) |
Net Loss per Share - Reconcilia
Net Loss per Share - Reconciliation of the Numerator and Denominator Used in the Calculation of Basic and Diluted Net Loss per Share of Class A Common Stock (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Numerator: | |||||||||||
Net loss | $ (11,060) | $ (9,822) | $ (10,412) | $ (9,813) | $ (7,715) | $ (5,870) | $ (7,404) | $ (15,112) | $ (41,107) | $ (36,101) | $ (48,203) |
Less: Net loss attributable to non-controlling interests | (13,609) | ||||||||||
Net loss attributable to vTv Therapeutics Inc., basic and diluted | $ (3,170) | $ (4,103) | $ (10,412) | $ (9,813) | $ (7,715) | $ (5,870) | $ (7,404) | $ (15,112) | $ (27,498) | $ (36,101) | $ (48,203) |
Class A Common Stock [Member] | |||||||||||
Denominator: | |||||||||||
Weighted-average vTv Therapeutics Inc. Class A Common Stock, basic and diluted | 8,276,520 | ||||||||||
Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted | $ (0.35) | $ (0.49) | $ (1.33) | $ (1.26) | $ (3.32) |
Net Loss per Share - Additional
Net Loss per Share - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015shares | |
Employee Stock Option [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from the calculation of diluted loss per share | 971,934 |
Class B Common Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from the calculation of diluted loss per share | 23,655,814 |
Quarterly Financial Data (Una60
Quarterly Financial Data (Unaudited) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Data [Line Items] | |||||||||||
Revenue | $ 226 | $ 133 | $ 110 | $ 50 | $ 934 | $ 400 | $ 201 | $ 14 | $ 519 | $ 1,549 | $ 976 |
Operating loss | (11,091) | (9,441) | (7,889) | (9,721) | (6,668) | (5,520) | (7,192) | (9,517) | (38,142) | (28,897) | (35,833) |
Net loss before noncontrolling interest | (11,060) | (9,822) | (10,412) | (9,813) | (7,715) | (5,870) | (7,404) | (15,112) | (41,107) | (36,101) | (48,203) |
Net loss | $ (3,170) | $ (4,103) | $ (10,412) | $ (9,813) | $ (7,715) | $ (5,870) | $ (7,404) | $ (15,112) | $ (27,498) | $ (36,101) | $ (48,203) |
Class A Common Stock [Member] | |||||||||||
Quarterly Financial Data [Line Items] | |||||||||||
Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted | $ (0.35) | $ (0.49) | $ (1.33) | $ (1.26) | $ (3.32) |
Quarterly Financial Data (Una61
Quarterly Financial Data (Unaudited) (Parenthetical) (Detail) - Class A Common Stock [Member] - shares | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | |
Quarterly Financial Data [Line Items] | |||
Weighted-average number of vTv Therapeutics Inc. Class A Common Stock, basic and diluted | 8,276,520 | ||
IPO [Member] | |||
Quarterly Financial Data [Line Items] | |||
Weighted-average number of vTv Therapeutics Inc. Class A Common Stock, basic and diluted | 7,812,500 | 7,812,500 |
Predecessor Financial Arrange62
Predecessor Financial Arrangements - Summary of Financial Instruments Related to Interest or Fair Value Adjustments of the Company's Consolidated Financial Statements (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Assets | ||
Note receivable | $ 6,594 | |
Current liabilities: | ||
Short-term debt | 155 | |
Distribution payable | 625 | |
Debt, net of current portion | 2,110 | |
Debt - related party | 27,310 | |
Fair value of contingent distribution | 26,359 | |
Note payable | 6,594 | |
Distribution payable, net of current portion | 4,273 | |
Total liabilities | $ 7,971 | 73,671 |
Predecessor Companies [Member] | ||
Assets | ||
Note receivable | 6,594 | |
Current liabilities: | ||
Short-term debt | 155 | |
Distribution payable | 625 | |
Debt, net of current portion | 2,110 | |
Debt - related party | 27,310 | |
Fair value of contingent distribution | 26,359 | |
Note payable | 6,594 | |
Distribution payable, net of current portion | 4,273 | |
Total liabilities | $ 67,426 |
Predecessor Financial Arrange63
Predecessor Financial Arrangements - Summary of Financial Instruments Related to Interest or Fair Value Adjustments of the Company's Consolidated Financial Statements (Parenthetical) (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Mar. 28, 2014 | Mar. 30, 2007 | |
Schedule Of Predecessor Financial Arrangements [Line Items] | ||||
Accrued and unpaid interest | $ 1.8 | |||
M&F TTP Holdings LLC [Member] | Note and Equity Issuance Agreement [Member] | ||||
Schedule Of Predecessor Financial Arrangements [Line Items] | ||||
Outstanding principal and interest due | $ 116.2 | |||
TransTech Pharma, LLC (TTP) [Member] | ||||
Schedule Of Predecessor Financial Arrangements [Line Items] | ||||
Principal amount of perpetual securities | 6 | |||
TransTech Pharma, LLC (TTP) [Member] | Perpetual Securities [Member] | ||||
Schedule Of Predecessor Financial Arrangements [Line Items] | ||||
Initial fair value of securities recorded | 6.6 | |||
Increase in fair value of perpetual securities | $ 0.1 | |||
TransTech Pharma, LLC (TTP) [Member] | M&F TTP Holdings LLC [Member] | Series F Redeemable Convertible Preferred Units [Member] | Note and Equity Issuance Agreement [Member] | ||||
Schedule Of Predecessor Financial Arrangements [Line Items] | ||||
Redeemable convertible preferred units, issued | 292,722,844 | |||
High Point Pharmaceuticals, LLC (HPP) [Member] | ||||
Schedule Of Predecessor Financial Arrangements [Line Items] | ||||
Principal amount of perpetual securities | $ 0.5 | |||
High Point Pharmaceuticals, LLC (HPP) [Member] | M&F TTP Holdings LLC [Member] | Series B Redeemable Convertible Preferred Units [Member] | Note and Equity Issuance Agreement [Member] | ||||
Schedule Of Predecessor Financial Arrangements [Line Items] | ||||
Redeemable convertible preferred units, issued | 155,219,376 | |||
Former Officer [Member] | High Point Pharmaceuticals, LLC (HPP) [Member] | ||||
Schedule Of Predecessor Financial Arrangements [Line Items] | ||||
Percentage of ownership interest in subsidiary transferred | 100.00% | |||
Former Officer [Member] | 2007 Note [Member] | TransTech Pharma, LLC (TTP) [Member] | ||||
Schedule Of Predecessor Financial Arrangements [Line Items] | ||||
Receivable due from a related party, net | $ 4.8 | $ 4.8 | ||
Former Officer and Related Entities [Member] | Other Liabilities [Member] | ||||
Schedule Of Predecessor Financial Arrangements [Line Items] | ||||
Periodic cash payments to former officer and related entities, Total | 7.5 | |||
Cash payments to former officer and related entities at closing of the agreement | $ 2.5 | |||
Periodic cash payments to former officer and related entities | $ 5 |
Predecessor Financial Arrange64
Predecessor Financial Arrangements - Additional Information (Detail) - Release Agreement [Member] $ in Millions | Aug. 28, 2015USD ($)shares |
vTvx Holdings One | |
Schedule Of Predecessor Financial Arrangements [Line Items] | |
Principal amount of notes and securities repurchased | $ | $ 6 |
vTvx Holdings Two | |
Schedule Of Predecessor Financial Arrangements [Line Items] | |
Principal amount of notes and securities repurchased | $ | $ 0.5 |
Class B Common Stock [Member] | vTv Therapeutics Holdings | |
Schedule Of Predecessor Financial Arrangements [Line Items] | |
Number of shares or units transferred | 1,344,186 |
vTv Units [Member] | vTv Therapeutics Holdings | |
Schedule Of Predecessor Financial Arrangements [Line Items] | |
Number of shares or units transferred | 1,344,186 |
Class A Common Stock [Member] | vTvx Holdings One | |
Schedule Of Predecessor Financial Arrangements [Line Items] | |
Number of shares of Class B common stock exchanged for shares of Class A common stock | 1,344,186 |
Fair Value of Financial Instr65
Fair Value of Financial Instruments - Summary of Conclusions Reached Regarding Fair Value Measurements (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Contingent distribution | $ 26,359 | ||
Significant Unobservable inputs (Level 3) [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Balance at January 1 | $ 449,935 | 14,676 | $ 12,899 |
Net Change in fair value included in earnings | 115 | 213 | |
Net change in fair value | 67,074 | 399,106 | (8,851) |
Purchases/Issuance | 0 | 90,547 | 16,876 |
Sales/Repurchases | 0 | (54,394) | (6,461) |
Effect of Reorganization Transaction | (517,124) | ||
Balance at December 31 | 449,935 | 14,676 | |
Significant Unobservable inputs (Level 3) [Member] | Convertible Payable [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Balance at January 1 | 4,897 | ||
Purchases/Issuance | 0 | 4,897 | |
Sales/Repurchases | 0 | ||
Effect of Reorganization Transaction | (4,897) | ||
Balance at December 31 | 4,897 | ||
Significant Unobservable inputs (Level 3) [Member] | Notes Payable [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Balance at January 1 | 6,594 | ||
Net Change in fair value included in earnings | 115 | ||
Purchases/Issuance | 0 | 6,594 | |
Sales/Repurchases | 0 | ||
Effect of Reorganization Transaction | (6,709) | ||
Balance at December 31 | 6,594 | ||
Significant Unobservable inputs (Level 3) [Member] | Debt Embedded Derivatives [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Balance at January 1 | 4,130 | ||
Net Change in fair value included in earnings | 213 | ||
Purchases/Issuance | 2,118 | ||
Sales/Repurchases | (6,461) | ||
TTP Redeemable Preferred Securities [Member] | Significant Unobservable inputs (Level 3) [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Balance at January 1 | 412,085 | 14,676 | 8,769 |
Net change in fair value | 66,379 | 399,106 | (8,851) |
Purchases/Issuance | 0 | 52,697 | 14,758 |
Sales/Repurchases | 0 | (54,394) | |
Effect of Reorganization Transaction | (478,464) | ||
Balance at December 31 | 412,085 | $ 14,676 | |
HPP Redeemable Preferred Securities [Member] | Significant Unobservable inputs (Level 3) [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Purchases/Issuance | 0 | ||
Sales/Repurchases | 0 | ||
Contingent Distribution [Member] | Significant Unobservable inputs (Level 3) [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Balance at January 1 | 26,359 | ||
Net change in fair value | 695 | ||
Purchases/Issuance | 0 | 26,359 | |
Sales/Repurchases | 0 | ||
Effect of Reorganization Transaction | $ (27,054) | ||
Balance at December 31 | 26,359 | ||
Fair Value, Measurements, Recurring [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Debt | 29,575 | ||
Consideration payable | 4,897 | ||
Note payable | 6,594 | ||
Contingent distribution | 26,359 | ||
Total | 479,510 | ||
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Debt | 29,575 | ||
Total | 29,575 | ||
Fair Value, Measurements, Recurring [Member] | Significant Unobservable inputs (Level 3) [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Consideration payable | 4,897 | ||
Note payable | 6,594 | ||
Contingent distribution | 26,359 | ||
Total | 449,935 | ||
Fair Value, Measurements, Recurring [Member] | TTP Redeemable Preferred Securities [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Redeemable preferred securities | 412,085 | ||
Fair Value, Measurements, Recurring [Member] | TTP Redeemable Preferred Securities [Member] | Significant Unobservable inputs (Level 3) [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Redeemable preferred securities | $ 412,085 |
Fair Value of Financial Instr66
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Disclosures [Abstract] | |||
Fair value equity transfers in and out of level 3 instruments | $ 0 | $ 0 | $ 0 |
Fair value equity transfers between level 1 and level 2 instruments | $ 0 | $ 0 | $ 0 |
Fair value measurements, significant inputs utilized, valuation technique | forecasts through 2030 for use under a discounted cash flow model |
Fair Value of Financial Instr67
Fair Value of Financial Instruments - Summary of Company's Redeemable Convertible Preferred Units and Contingent Distribution (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Disclosures [Abstract] | ||
Annual volatility | 65.70% | 141.30% |
Annual risk-free rate | 0.19% | 0.31% |