Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 20, 2020 | Jun. 30, 2019 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | VTVT | ||
Entity Registrant Name | vTv Therapeutics Inc. | ||
Entity Central Index Key | 0001641489 | ||
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 Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-37524 | ||
Entity Tax Identification Number | 47-3916571 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 3980 Premier Dr | ||
Entity Interactive Data Current | Yes | ||
Entity Address, Postal Zip Code | 27265 | ||
Entity Address, City or Town | High Point | ||
Entity Address, State or Province | NC | ||
Entity Public Float | $ 15,194,030 | ||
Title of 12(b) Security | Class A Common Stock (Par Value $0.01) | ||
Security Exchange Name | NASDAQ | ||
City Area Code | 336 | ||
Local Phone Number | 841-0300 | ||
Entity Address, Address Line Two | Suite 310 | ||
Class A Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 42,168,522 | ||
Class B Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 23,094,221 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 1,777 | $ 1,683 |
Accounts receivable, net | 5 | |
Prepaid expenses and other current assets | 806 | 666 |
Current deposits | 250 | 1,124 |
Total current assets | 2,838 | 3,473 |
Restricted cash and cash equivalents, long-term | 2,500 | 2,500 |
Property and equipment, net | 461 | 70 |
Operating lease right-of-use assets | 543 | |
Long-term investments | 2,480 | 2,480 |
Long-term deposits | 444 | 36 |
Total assets | 9,266 | 8,559 |
Current liabilities: | ||
Accounts payable and accrued expenses | 7,068 | 7,702 |
Current portion of operating lease liabilities | 110 | |
Current portion of deferred revenue | 31 | 1,752 |
Current portion of notes payable | 6,172 | 9,383 |
Total current liabilities | 13,381 | 18,837 |
Notes payable, net of current portion | 6,330 | |
Deferred revenue, net of current portion | 1,033 | 1,067 |
Operating lease liabilities, net of current portion | 831 | |
Warrant liability, related party | 2,601 | 2,436 |
Other liabilities | 260 | 260 |
Total liabilities | 18,106 | 28,930 |
Commitments and contingencies | ||
Redeemable noncontrolling interest | 40,183 | 62,482 |
Stockholders’ deficit: | ||
Additional paid-in capital | 183,858 | 150,595 |
Accumulated deficit | (233,522) | (233,883) |
Total stockholders’ deficit attributable to vTv Therapeutics Inc. | (49,023) | (82,853) |
Total liabilities, redeemable noncontrolling interest and stockholders’ deficit | 9,266 | 8,559 |
Class A Common Stock [Member] | ||
Stockholders’ deficit: | ||
Common stock value | 409 | 203 |
Total stockholders’ deficit attributable to vTv Therapeutics Inc. | 409 | 203 |
Class B Common Stock [Member] | ||
Stockholders’ deficit: | ||
Common stock value | 232 | 232 |
Total stockholders’ deficit attributable to vTv Therapeutics Inc. | $ 232 | $ 232 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 29, 2015 |
Class A Common Stock [Member] | |||||
Common stock par value | $ 0.01 | $ 0.01 | $ 0.01 | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||
Common stock, shares outstanding | 40,918,522 | 20,347,065 | 9,693,254 | 9,693,254 | |
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 | 100,000,000 | ||
Common stock, shares outstanding | 23,094,221 | 23,094,221 | 23,119,246 | 23,119,246 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | $ 2,764,000 | $ 12,434,000 | $ 291,000 |
Operating expenses: | |||
Research and development | 15,119,000 | 23,035,000 | 39,640,000 |
General and administrative | 8,537,000 | 9,223,000 | 11,333,000 |
Total operating expenses | 23,656,000 | 32,258,000 | 50,973,000 |
Operating loss | (20,892,000) | (19,824,000) | (50,682,000) |
Other income (loss) | 1,000 | 46,000 | |
Other income (expense) – related party | 827,000 | (638,000) | (190,000) |
Interest income | 53,000 | 61,000 | 117,000 |
Interest expense | (1,827,000) | (3,290,000) | (3,092,000) |
Loss before income taxes and noncontrolling interest | (21,838,000) | (23,645,000) | (53,847,000) |
Income tax provision | 100,000 | 200,000 | 800,000 |
Net loss before noncontrolling interest | (21,938,000) | (23,845,000) | (54,647,000) |
Less: net loss attributable to noncontrolling interest | (8,894,000) | (15,934,000) | (38,503,000) |
Net loss attributable to vTv Therapeutics Inc. | (13,044,000) | (7,911,000) | (16,144,000) |
Net loss attributable to vTv Therapeutics Inc. common shareholders | $ (17,913,000) | $ (8,650,000) | $ (16,144,000) |
Class A Common Stock [Member] | |||
Operating expenses: | |||
Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted | $ (0.59) | $ (0.69) | $ (1.67) |
Weighted-average number of vTv Therapeutics Inc. Class A Common Stock, basic and diluted | 30,292,030 | 12,449,236 | 9,693,254 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Redeemable Noncontrolling Interest and Stockholders' Deficit - USD ($) $ in Thousands | Total | Redeemable Noncontrolling Interest [Member] | Class A Common Stock [Member] | Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2016 | $ (90,945) | $ 97 | $ 232 | $ 124,212 | $ (215,486) | |
Beginning balance, redeemable noncontrolling interest at Dec. 31, 2016 | $ 122,515 | |||||
Beginning balance, shares at Dec. 31, 2016 | 9,693,254 | 23,119,246 | ||||
Net loss | (16,144) | (38,503) | (16,144) | |||
Share-based compensation | 3,645 | 3,645 | ||||
Issuance of warrants to purchase Class A Common Stock | 167 | 167 | ||||
Issuance of Letter Agreement and warrants to purchase Class A Common Stock - related party | (342) | (342) | ||||
Change in redemption value of noncontrolling interest | (47,428) | 47,428 | (47,428) | |||
Ending balance at Dec. 31, 2017 | (151,047) | $ 97 | $ 232 | 127,682 | (279,058) | |
Ending balance, redeemable noncontrolling interest at Dec. 31, 2017 | 131,440 | |||||
Ending balance, shares at Dec. 31, 2017 | 9,693,254 | 23,119,246 | ||||
Net loss | (7,911) | (15,934) | (7,911) | |||
Cumulative effect of accounting change | 213 | 213 | ||||
Share-based compensation | 2,676 | 2,676 | ||||
Exchange of Class B Common Stock for Class A Common Stock | 151 | (151) | 151 | |||
Exchange of Class B Common Stock for Class A Common Stock, shares | 25,025 | (25,025) | ||||
Issuance of Class A Common Stock to a related party under the Letter Agreements | 21,500 | $ 106 | 21,394 | |||
Issuance of Class A Common Stock to a related party under the Letter Agreements, shares | 10,617,119 | |||||
Issuance of Letter Agreement and warrants to purchase Class A Common Stock - related party | (1,308) | (1,308) | ||||
Vesting of restricted stock units, shares | 11,667 | |||||
Change in redemption value of noncontrolling interest | 52,873 | (52,873) | 52,873 | |||
Ending balance at Dec. 31, 2018 | (82,853) | $ 203 | $ 232 | 150,595 | (233,883) | |
Ending balance, redeemable noncontrolling interest at Dec. 31, 2018 | 62,482 | 62,482 | ||||
Ending balance, shares at Dec. 31, 2018 | 20,347,065 | 23,094,221 | ||||
Net loss | (13,044) | (8,894) | (13,044) | |||
Share-based compensation | 1,518 | 1,518 | ||||
Issuance of Class A Common Stock under registered direct offering | 5,443 | $ 37 | 5,406 | |||
Issuance of Class A Common Stock under registered direct offering, shares | 3,636,364 | |||||
Issuance of Class A Common Stock to a related party under the Letter Agreements | 27,500 | $ 169 | 27,331 | |||
Issuance of Class A Common Stock to a related party under the Letter Agreements, shares | 16,923,427 | |||||
Issuance of Letter Agreement and warrants to purchase Class A Common Stock - related party | (992) | (992) | ||||
Vesting of restricted stock units, shares | 11,666 | |||||
Change in redemption value of noncontrolling interest | 13,405 | (13,405) | 13,405 | |||
Ending balance at Dec. 31, 2019 | (49,023) | $ 409 | $ 232 | $ 183,858 | $ (233,522) | |
Ending balance, redeemable noncontrolling interest at Dec. 31, 2019 | $ 40,183 | $ 40,183 | ||||
Ending balance, shares at Dec. 31, 2019 | 40,918,522 | 23,094,221 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net loss before noncontrolling interest | $ (21,938) | $ (23,845) | $ (54,647) |
Adjustments to reconcile net loss before noncontrolling interest to net cash used in operating activities: | |||
Gain on disposal of property and equipment, net | (288) | (12) | (11) |
Depreciation expense | 39 | 218 | 197 |
Share-based compensation expense | 1,518 | 2,676 | 3,645 |
Change in fair value of warrants, related party | (827) | 638 | 190 |
Amortization of debt discount | 532 | 1,014 | 1,029 |
Changes in assets and liabilities: | |||
Accounts receivable | (5) | 8,000 | (8,000) |
Prepaid expenses and other assets | 732 | (1,135) | 170 |
Long-term deposits | (408) | 2,256 | (358) |
Accounts payable and accrued expenses | (618) | (6,199) | 2,448 |
Deferred revenue | (1,755) | (10,435) | 10,753 |
Other liabilities | (32) | 24 | |
Net cash used in operating activities | (23,018) | (26,856) | (44,560) |
Cash flows from investing activities: | |||
Proceeds from sale of assets | 312 | 12 | 32 |
Purchases of property and equipment | (70) | (5) | (57) |
Net cash provided by (used in) investing activities | 242 | 7 | (25) |
Cash flows from financing activities: | |||
Proceeds from issuance of Class A Common Stock to a related party under the Letter Agreements | 27,500 | 21,500 | |
Proceeds from issuance of Class A Common Stock, net of offering costs | 5,443 | ||
Proceeds from debt issuance | 500 | 500 | 7,500 |
Repayment of notes payable | (10,573) | (5,388) | |
Net cash provided by financing activities | 22,870 | 16,612 | 7,500 |
Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents | 94 | (10,237) | (37,085) |
Total cash, cash equivalents and restricted cash and cash equivalents, beginning of year | 4,183 | 14,420 | 51,505 |
Total cash, cash equivalents and restricted cash and cash equivalents, end of year | 4,277 | 4,183 | 14,420 |
Supplemental cash flow information: | |||
Cash paid for interest | 1,295 | 2,276 | 2,064 |
Cash paid for income taxes | 100 | 1,000 | |
Non-cash activities: | |||
Receipt of investment as partial consideration for license agreement | 2,480 | ||
Right-of-use assets obtained in exchange for lease obligations | 548 | ||
Leasehold improvements obtained in exchange for lease obligations | 384 | ||
Change in redemption value of noncontrolling interest | 13,405 | 52,873 | (47,428) |
Exchange of vTv Therapeutics Inc. Class B Common Stock and vTv Therapeutics, LLC member units for vTv Therapeutics Inc. Class A Common Stock | 151 | ||
Issuance of Letter Agreements and warrants to purchase vTv Therapeutics Inc. Class A Common Stock to a related party | 992 | 1,308 | 302 |
Redeemable Noncontrolling Interest [Member] | |||
Non-cash activities: | |||
Change in redemption value of noncontrolling interest | $ (13,405) | $ (52,873) | $ 47,428 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
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 is a clinical-stage pharmaceutical company focused on treating metabolic diseases to minimize their long-term complications through end-organ protection. Principles of Consolidation vTv Therapeutics Inc. is a holding company, and its principal asset is a controlling equity interest in vTv Therapeutics LLC (“vTv LLC”), the Company’s principal operating subsidiary, which is a clinical-stage 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 36.1% economic interest in vTv LLC, effectively restricting vTv Therapeutics Inc.’s interest to 63.9% of vTv LLC’s economic results, subject to increase in the future, should vTv Therapeutics Inc. purchase additional nonvoting common units (“vTv Units”) of vTv LLC or should the holders of vTv Units decide to exchange such units (together with shares of the Company’s Class B common stock, par value $0.01 (“Class B Common Stock”)) for shares of Class A Common Stock (or cash) pursuant to the Exchange Agreement among the Company, vTv LLC and the holders of vTv Units party thereto (the “Exchange Agreement”). vTv Therapeutics Inc. has provided financial and other support to vTv LLC in the form of its purchase of vTv Units with the net proceeds of the IPO in 2015, its agreeing to be a co-borrower under the Venture Loan and Security Agreement (the “Loan Agreement”) with Horizon Technology Finance Corporation and Silicon Valley Bank (together, the “Lenders”) which was entered into in 2016 and its entrance into the letter agreements with MacAndrews and Forbes Group LLC (“M&F Group”), a related party and an affiliate of MacAndrews & Forbes Incorporated (together with its affiliates “MacAndrews”), in December 2017, July 2018, December 2018, March 2019, September 2019 and December 2019 (the “Letter Agreements”). vTv Therapeutics Inc. will not be required to provide financial or other support for vTv LLC outside of its obligations pertaining to the Loan Agreement as a co-borrower. However, vTv Therapeutics Inc. will control its business and other activities through its managing member interest in vTv LLC, and its management is the management of vTv LLC. The creditors of vTv LLC do not have any recourse to the general credit of vTv Therapeutics Inc. except as allowed under the provisions of the Loan Agreement. 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. Going Concern and Liquidity To date, the Company has not generated any product revenue and has not achieved profitable operations. The continuing development of the Company’s drug candidates will require additional financing. From its inception through December 31, 2019, the Company has funded its operations primarily through a combination of debt and equity financings, research collaboration agreements, upfront and milestone payments for license agreements and private placements of preferred equity. As of December 31, 2019, the Company had an accumulated deficit of $233.5 million and has generated net losses in each year of its existence. The Company’s currently available sources of liquidity include the Company’s cash and cash equivalents balance as of December 31, 2019 of $1.8 million and the $10.0 million of remaining funds available under the Letter Agreements, which management believes will allow the Company to continue its operations and activities for a period of less than twelve months from the issuance of these Consolidated Financial Statements. Based on the Company’s current operating plan, management believes that the current cash and cash equivalents and remaining funds under the Letter Agreements will allow the Company to meet its liquidity requirements into March 2020. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company is evaluating several financing strategies to fund its planned and ongoing clinical trials, including direct equity investments and future public offerings of our common stock. The timing and availability of such financing are not yet known. The Company’s financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Consolidated Financial Statements do not include adjustments to reflect the possible future effects on the recoverability and classification of recorded assets or the amounts of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
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 warrants to purchase shares of its Class A Common Stock, the fair value of its Class B Common Stock, the useful lives of property and equipment and the fair value of the Company’s debt, among others. 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. Four customers represented 100% of the revenue earned during the year ended December 31, 2019 and 2017. Three customers represented 100% of the revenue earned during the year ended December 31, 2018. 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, long-term relates to the minimum balance that the Company must maintain in a deposit account pledged to secure the Loan Agreement and subject to an account control agreement pursuant to the Loan Agreement, as amended. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets as of December 31, 2019 and 2018 that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows (in thousands): 2019 2018 Cash and cash equivalents $ 1,777 $ 1,683 Restricted cash and cash equivalents, long-term 2,500 2,500 Total cash, cash equivalents and restricted cash and cash equivalents shown in the consolidated statement of cash flows $ 4,277 $ 4,183 Collaboration Revenue and Accounts Receivable The majority of the Company’s collaboration revenue and accounts receivable relates to its agreements to license certain of its potential drug products for development. See Note 3 for further discussion of the Company’s collaboration agreements. Accounts receivable are stated at net realizable value. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance based on its history of collections and write-offs and the current status of all receivables. Property and Equipment and other Long-lived Assets The Company records property and equipment at cost less accumulated depreciation. Costs of renewals and improvements that extend the useful lives of the assets are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is determined on a straight-line basis over the estimated useful lives of the assets, which generally range from three to 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 and recorded an impairment charge of $0.1 million during the year ended December 31, 2018. No such charges were recognized during the years ended December 31, 2019 or 2017. There were no assets held for sale at December 31, 2019 or 2018. Investments In connection with the Reneo License Agreement, the Company received common stock and certain participation rights representing a minority equity interest in Reneo On January 1, 2018, the Company adopted ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities”. This guidance requires equity investments to be measured at fair value with changes in fair value recognized in net income. Since it does not have a readily determinable market value, the Company has elected to measure its investment in Reneo at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment. No adjustments have been made to the value of the Company’s investment in Reneo since its acquisition either due to impairment or based on observable price changes. Revenue Recognition On January 1, 2018, the Company adopted ASC Topic 606, “Revenue From Contracts With Customers” (“ASC Topic 606”), using the modified retrospective method applied to those contracts which were not completed as of the adoption date. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting under ASC Topic 605. The Company recorded a net reduction to its opening accumulated deficit of $0.2 million as of January 1, 2018 due to the cumulative impact of adopting ASC Topic 606. This impact related to the recognition of an asset for the incremental costs of obtaining contracts. The majority of the Company’s revenue results from its license and collaboration agreements associated with the development of investigational drug products. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The transaction price under the contract is determined based on the value of the consideration expected to be received in exchange for the transferred assets or services. Development, regulatory and sales milestones included in the Company’s collaboration agreements are considered to be variable consideration. The amount of variable consideration expected to be received is included in the transaction price when it becomes probable that the milestone will be met. For contracts with multiple performance obligations, the contract’s transaction price is allocated to each performance obligation using the Company’s best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is the expected cost plus margin approach. Revenue is recognized over the related period over which the Company expects the services to be provided using a proportional performance model or a straight-line method of recognition if there is no discernable pattern over which the services will be provided. Fair Value of Financial Instruments The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The 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. Research and development costs that are reimbursed under a cost-sharing arrangement are reflected as a reduction of research and development expense. Patent Costs Patent costs, including related legal costs, are expensed as incurred and recorded within general and administrative operating expenses on the Consolidated Statements of Operations. Income Taxes From its formation on August 1, 2015, vTv Therapeutics Inc. has been subject to corporate level income taxes. Prior to July 30, 2015, the Company’s predecessor entities were taxed as partnerships and all their income and deductions flowed through and were subject to tax at the partner level. vTv Therapeutics Inc. is required to recognize deferred tax assets and liabilities for the difference between the financial reporting and tax basis of its investment in vTv LLC. The Company’s income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management’s best assessment of estimated future taxes to be paid. The Company is subject to income taxes in both the United States and various state jurisdictions. Significant judgments and estimates are required in determining the consolidated income tax expense. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the 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 Statements of Operations. The Company has not incurred any significant interest or penalties related to income taxes in any of the periods presented. Noncontrolling Interest The Company records the redeemable noncontrolling interest represented by the vTv Units and the Class B Common stock at the higher of (1) its initial fair value plus accumulated earnings/losses associated with the noncontrolling interest or (2) the redemption value as of the balance sheet date. See discussion and additional detail of the redeemable noncontrolling interest at Note 12. 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. Leases The Company determines if an arrangement is a lease at inception. Balances recognized related to operating leases are included in operating lease right-of-use assets and operating lease liabilities in the Consolidated Balance Sheets. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Lease terms may include options to extend of terminate the lease if it is reasonably certain that the Company will exercise the option. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The operating lease right-of-use asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company has elected a practical expedient to not separate its lease and non-lease components and instead account for them as a single lease component. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Lease payments for short-term leases are recorded to operating expense on a straight-line basis and variable lease payments are recorded in the period in which the obligation for those payments is incurred. Share-Based Compensation Compensation expense for share-based compensation awards issued is based on the fair value of the award at the date of grant, and compensation expense is recognized for those awards earned over the service period. The grant date fair value of stock option awards is estimated using the Black-Scholes option pricing formula. Due to the lack of sufficient historical trading information with respect to its own shares, the Company estimates expected volatility based on the historical volatility of its own stock as well as 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 fair value of restricted stock units (“RSU”) grants are based on the market value of the Class A Common Stock on the date of grant. The 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 Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “Lease (Topic 842)” (“ASU 2016-02”), which increases transparency and comparability among companies accounting for lease transactions. The Company adopted this guidance effective January 1, 2019 using a modified retrospective application and recorded a cumulative-effect adjustment at the beginning of the period of adoption. The adoption resulted in the recognition of $0.3 million of additional assets and liabilities related to the Company’s operating leases within its Condensed Consolidated Balance Sheets. See Note 8 for further details. |
Collaboration Agreements
Collaboration Agreements | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaboration Agreements | Note 3: Collaboration Agreements Reneo License Agreement On December 21, 2017, the Company entered into the Reneo License Agreement, under which Reneo obtained an exclusive, worldwide, sublicensable license to develop and commercialize the Company’s peroxisome proliferation activated receptor delta (PPAR- δ HPP593 Pursuant to the terms of the Reneo License Agreement, the Company is required to provide technology transfer services for a defined period after the effective date. In accordance with ASC Topic 606, the Company identified all of the performance obligations at the inception of the Reneo License Agreement. The significant obligations were determined to be the license and the technology transfer services. The Company has determined that the license and technology transfer services represent a single performance obligation because they were not capable of being distinct on their own. The transaction price has been fully allocated to this combined performance obligation. The remaining milestone payments that the Company is eligible to receive have not been included in the transaction price as of December 31, 2019, as it is not considered probable that such payments will be received. The revenue related to this performance obligation has been fully recognized as of December 31, 2019. The Company determined that there was no discernable pattern in which the technology services would be provided during the transfer services period. As such, the Company determined that the straight-line method would be used to recognize revenue over the transfer service period. As of December 31, 2019, revenue allocated to this performance obligation has been fully recognized. For the years ended December 31, 2019, 2018 and 2017, $1.7 million, $3.7 million and $0.1 million of revenue has been recognized related to this combined performance obligation, respectively. Huadong License Agreement On December 21, 2017, the Company entered into a License Agreement with Huadong (the “Huadong License Agreement”), under which Huadong obtained an exclusive and sublicensable license to develop and commercialize the Company’s glucagon-like peptide-1 receptor agonist (“GLP-1r”) program, including the compound TTP273 Under the Huadong License Agreement, the Company also has the obligation to conduct a Phase 2 multi-region clinical trial (the “Phase 2 MRCT”), should Huadong require it to do so. If conducted, the Phase 2 MRCT will include sites in both the United States and Huadong License Territory for the purpose of assessing the safety and efficacy of TTP273 In accordance with ASC Topic 606, the Company identified all of the performance obligations at the inception of the Huadong License Agreement. The significant performance obligations were determined to be (i) the exclusive license to develop and commercialize the Company’s GLP-1r program, (ii) technology transfer services related to the chemistry and manufacturing know-how for a defined period after the effective date (iii) the obligation to sponsor and conduct the Phase 2 MRCT, (iv) the Company’s obligation to participate on a joint development committee, and (v) other obligations considered to be de minimis in nature. The transaction price has been allocated to these performance obligations based on their relative standalone selling prices, which were estimated using an expected cost plus margin approach. The Company has determined that the license and technology transfer services related to the chemistry and manufacturing know-how represent a combined performance obligation because they were not capable of being distinct on their own. The Company also determined that there was no discernable pattern in which the technology transfer services would be provided during the transfer service period. As such, the Company determined that the straight-line method would be used to recognize revenue for this performance obligation over the transfer service period. In November 2018, the Company received notification from Huadong that the Company had satisfied its obligations related to the technology transfer services. As such, this performance obligation is considered complete as of December 31, 2018 and all of revenue associated with it has been recognized. For the years ended December 31, 2018 and 2017, $6.8 million and $0.1 million of revenue has been recognized related to this combined performance obligation, respectively. No such revenue was recognized for the year ended December 31, 2019. The Company also determined that the obligation to sponsor and conduct a portion of the Phase 2 MRCT should be treated as a separate performance obligation. A portion of the total consideration received under the Huadong License Agreement was allocated to this performance obligation based on its estimated standalone selling price. Since the Company has not yet begun the Phase 2 MRCT trial, the entire amount remains deferred as of December 31, 2019 and revenue will be recognized using the proportional performance model over the period during which the Company conducts the Phase 2 MRCT trial. The Company also determined that the obligation to participate in the joint development committee (the “JDC”) to oversee the development of products and the Phase 2 MRCT in accordance with the development plan should be treated as a separate performance obligation. A portion of the total consideration received under the Huadong License Agreement was allocated to this performance obligation based on its estimated standalone selling price. A portion of this amount remains deferred as of December 31, 2019 and revenue will be recognized using the proportional performance model over the period of the Company’s participation on the JDC. An immaterial amount of revenue for this performance obligation has been recognized during the year ended December 31, 2019. The unrecognized amount of the transaction price allocated to this performance obligation as of December 31, 2019 was $0.1 million. An immaterial amount of revenue was recognized for this performance obligation for the years ended December 31, 2019 and 2018. There have been no adjustments to the transaction price for the performance obligations under the Huadong License Agreement during the years ended December 31, 2019, 2018 and 2017. Newsoara License Agreement On May 31, 2018, the Company entered into a license agreement with (“Newsoara”) (the “Newsoara License Agreement”) phosphodiesterase type 4 inhibitors (“PDE4”) program, including the compound HPP737 , in China and other Pacific Rim territories Pursuant to the terms of the Newsoara License Agreement, the Company is required to provide technology transfer services for a defined period after the effective date. In accordance with ASC Topic 606, the Company identified all of the performance obligations at the inception of the Newsoara License Agreement. The significant obligations were determined to be the license and the technology transfer services. The Company has determined that the license and technology transfer services represent a single performance obligation because they were not capable of being distinct on their own. The transaction price has been fully allocated to this combined performance obligation. The remaining milestone payments that the Company is eligible to receive have not been included in the transaction price as of December 31, 2019, as it is not considered probable that such payments will be received. The Company determined that there was no discernable pattern in which the technology services would be provided during the transfer services period. As such, the Company determined that the straight-line method would be used to recognize revenue over the transfer service period. The $2.0 million of the transaction price related to the upfront payment allocated to this performance obligation was recognized during the year ended December 31, 2018. During the year ended December 31, 2019, the transaction price for this performance obligation was increased by $ JDRF Agreement In August 2017, the Company entered into the JDRF Agreement to support the funding of the Simplici-T1 Study, an adaptive Phase 1b/2 study to explore the effects of TTP399 TTP399 Payments that the Company receives from JDRF under this agreement are recorded as restricted cash and current liabilities and recognized as an offset to research and development expense, based on the progress of the project, and only to the extent that the restricted cash is utilized to fund such development activities. As of December 31, 2019, the Company had received funding under this agreement of $2.4 million, and research and development costs were offset by $2.4 million. Contract Liabilities Contract liabilities related to the Company’s collaboration agreements consisted of the following (in thousands): December 31, 2019 December 31, 2018 Current portion of deferred revenue $ 31 $ 1,752 Deferred revenue, net of current portion 1,033 1,067 Total contract liabilities $ 1,064 $ 2,819 The change in the Company’s contract liabilities for the year ended December 31, 2019 of $1.8 million was due to the recognition of amounts included in the contract liability at the beginning of the period. The Company also recognized an additional $1.0 million of revenue related to changes in the estimated transaction prices for one of its customer contracts during the year ended December 31, 2019 for which the related performance obligation had already been satisfied. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | Note 4: Share-Based Compensation In conjunction with the Company’s initial public offering (“IPO”), the board of directors of vTv Therapeutics Inc. (the “Board of Directors”) and sole stockholder adopted a long-term equity incentive plan, the vTv Therapeutics Inc. 2015 Omnibus Equity Incentive Plan (the “Plan”). The Plan provides for the grant of stock options, restricted stock, restricted stock units and other awards based on our Class A Common Stock to management, other key employees, consultants and non-employee directors on terms and subject to conditions as established by our Compensation Committee. In settlement of its obligations under this plan, the Company will issue new shares of Class A Common Stock. The maximum number of shares of the Company’s Class A Common Stock that has been approved and may be subject to awards under the Plan is 3.25 million, subject to adjustment in accordance with terms of the Plan. The Company has issued non-qualified stock option awards and restricted stock units to certain employees, consultants and non-employee directors of the Company. These awards generally vest ratably over a three-year period and the option awards expire after a term of ten years from the date of grant. For the years ended December 31, 2019, 2018 and 2017, the Company recognized $1.5 million, $2.7 million and $3.6 million of compensation expense related to share-based awards, respectively. 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, 2019, the Company had total unrecognized stock-based compensation expense of approximately $1.5 million, which is expected to be recognized on a straight-line basis over a weighted average period of 1.9 years. The weighted average grant date fair value for all option grants during the years ended December 31, 2019, 2018 and 2017 was $1.91, $2.28 and $4.15 per option, respectively. The aggregate intrinsic value of the in-the-money awards outstanding as of December 31, 2019 was an insignificant amount. The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options granted. The fair value of stock options granted was estimated using the following assumptions during the years ended December 31, 2019, 2018 and 2017: For the Year Ended December 31, 2019 2018 2017 Expected volatility 115.29% - 120.15% 71.15% - 99.23% 68.72% - 85.93% Expected life of option, in years 5.3 - 6.0 5.7 - 6.0 5.8 - 6.0 Risk-free interest rate 1.58% - 2.64% 2.69% - 2.84% 1.87% - 2.24% Expected dividend yield 0.00% 0.00% 0.00% The following table summarizes the activity related to the stock option awards for the year ended December 31, 2019 (in thousands, except per share amounts): Number of Shares Weighted- Average Exercise Price Awards outstanding at December 31, 2018 1,767,503 $ 8.57 Granted 1,033,000 2.26 Forfeited (269,360 ) 6.71 Awards outstanding at December 31, 2019 2,531,143 $ 6.19 Options exercisable at December 31, 2019 1,280,406 $ 9.40 Weighted average remaining contractual term 6.3 Years Options vested and expected to vest at December 31, 2019 2,441,769 $ 6.33 Weighted average remaining contractual term 7.5 Years The following table summarizes the activity related to the awards of RSUs for the year ended December 31, 2019: Number of Shares Weighted- Average Grant Date Fair Value Awards outstanding at December 31, 2018 23,333 $ 5.81 Vested (11,666 ) 5.81 Awards outstanding at December 31, 2019 11,667 $ 5.81 RSUs expected to vest at December 31, 2019 11,569 $ 5.81 As of December 31, 2019, the Company had total unrecognized stock-based compensation expense for its outstanding RSU awards of an insignificant amount, which is expected to be recognized over a weighted-average period of 0.2 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): 2019 2018 2017 Research and development $ 522 $ 994 $ 1,485 General and administrative 996 1,682 2,160 Total share-based compensation expense $ 1,518 $ 2,676 $ 3,645 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2019 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Disclosure - Prepaid Expenses and Other Current Assets | Note 5: Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2019 2018 Prepaid insurance $ 551 $ 571 Prepaid taxes 147 — Prepaid - other 108 95 Total $ 806 $ 666 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Note 6: Property and Equipment Property and equipment consists of the following (in thousands): December 31, 2019 2018 Laboratory equipment $ — $ 5,690 Leasehold improvements 405 1,548 Computers and hardware 48 329 Software 107 691 Furniture and office equipment 49 243 Total property and equipment 609 8,501 Less: accumulated depreciation and amortization (148 ) (8,431 ) Property and equipment, net $ 461 $ 70 Depreciation expense was an insignificant amount for the year ended December 31, 2019 and was $0.2 million for each of the years ended December 31, 2018 and 2017. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Note 7: Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist of the following (in thousands): December 31, 2019 2018 Accounts payable $ 2,232 $ 2,899 Accrued development costs 3,148 3,835 Accrued compensation and related costs 1,559 826 Accrued other 129 142 Total $ 7,068 $ 7,702 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Note 8: Leases The Company leased its former headquarters location under an operating lease that expired in December 2019. In connection with its adoption of ASC Topic 842, the Company recognized a right of use asset and corresponding operating lease liability of $0.3 million related to this lease as of January 1, 2019. The Company elected to use the package of practical expedients in implementing ASC Topic 842 under which the Company did not reassess the operating or finance lease classification of its previously existing leases. Further, the Company did not reassess whether expired or existing contracts include leases. In August 2019, the Company leased new office space for its headquarters location under an operating lease. This lease commenced in November 2019 after the completion of certain tenant improvements made by the lessor. The lease includes an option to renew for a five-year term as well as an option to terminate after three years, neither of which have been recognized as part of its related right of use assets or lease liabilities as their election is not considered reasonably certain. Further, this lease does not include any material residual value guarantee or restrictive covenants. At December 31, 2019, the weighted average incremental borrowing rate and remaining lease term for the operating leases held by the Company were 13.1% and 5.1 years, respectively. Maturities of lease liabilities for the Company’s operating leases as of December 31, 2019 were as follows (in thousands): 2020 $ 229 2021 255 2022 261 2023 268 2024 275 Thereafter 23 Total lease payments 1,311 Less: imputed interest (370 ) Present value of lease liabilities $ 941 Operating lease cost was $0.4 million, $0.5 million and $0.5 million for the years ended December 31, 2019, 2018 and 2017, respectively. During the years ended December 31, 2019, cash paid for operating leases was $0.4 million. 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. Asset retirement obligations recorded as a component of other noncurrent liabilities in the Consolidated Balance Sheets were $0.3 million at both December 31, 2019 and 2018. An immaterial amount of accretion and depreciation expense was recognized in the years ended December 31, 2019, 2018 and 2017 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 9: Notes Payable Notes payable consist of the following (in thousands): December 31, 2019 December 31, 2018 Notes payable under the Loan Agreement $ 4,896 $ 14,897 Short-term financing 144 216 Accreted final payment 1,132 600 Total notes payable 6,172 15,713 Less: Current portion (6,172 ) (9,383 ) Total notes payable, net of current portion $ — $ 6,330 In October 2016, the Company entered into the Loan Agreement with Horizon Technology Finance Corporation and Silicon Valley Bank, under which the Company and vTv LLC borrowed $20.0 million. Each loan tranche bears interest at a floating rate equal to 10.5% plus the amount by which the one-month LIBOR exceeds 0.5%. The Company borrowed the first tranche of $12.5 million upon close of the Loan Agreement in October 2016. The first tranche required only monthly interest payments until May 1, 2018 followed by equal monthly payments of principal plus accrued interest through the scheduled maturity date on May 1, 2020. In addition, a final payment for the first tranche loan equal to $0.8 million will be due on May 1, 2020, or such earlier date specified in the Loan Agreement. The Company borrowed the second tranche of $7.5 million in March 2017. The second tranche requires only monthly interest payments until October 1, 2018, followed by equal monthly payments of principal plus accrued interest through the scheduled maturity date on October 1, 2020. In addition, a final payment for the second tranche loan equal to $0.5 million will be due on October 1, 2020, or such earlier date specified in the Loan Agreement. The availability of the third tranche of $5.0 million expired unused on June 30, 2017. If the Company repays all or a portion of the loan prior to the applicable maturity date, it will pay the Lenders a prepayment penalty fee, based on a percentage of the then outstanding principal balance equal to 4.0% during the first 18 months following the funding of the second tranche and 2.0% thereafter. In connection with the Loan Agreement, the Company has issued to the Lenders warrants to purchase shares of the Company’s Class A Common Stock (the “Warrants”). On October 28, 2016, the Company issued Warrants to purchase 152,580 shares of its Class A Common Stock at a per share exercise price of $6.39 per share, which aggregate exercise price represents 6.0% of the principal amount borrowed under the first tranche of the Loan Agreement and 3.0% of the principal amount available under the second tranche of the Loan Agreement. On March 24, 2017, in connection with the funding of the second tranche, the Company issued Warrants to purchase 38,006 shares of its Class A Common Stock at a per share exercise price of $5.92 per share, which aggregate exercise price represents 3.0% of the principal amount of the second tranche of the Loan Agreement. In each instance, the Warrants have an exercise price equal to the lower of (a) the volume weighted average price per share of the Company’s Class A Common Stock, as reported on the principal stock exchange on which the Company’s Class A Common Stock is listed, for 10 trading days prior to the issuance of the applicable Warrants or (b) the closing price of a share of the Company’s Class A Common Stock on the trading day prior to the issuance of the applicable Warrants. The Warrants will expire seven years from their date of issuance. The Company’s obligations under the Loan Agreement are secured by a first priority security interest in substantially all of its assets. As a result of the termination of the STEADFAST Study, the Company granted the Lenders a first priority security interest in all of the Company’s intellectual property, subject to certain limited exceptions. The Company has agreed not to pledge or otherwise encumber its intellectual property assets, subject to certain exceptions. The Loan Agreement includes customary affirmative and restrictive covenants, including, but not limited to, restrictions on the payment of dividends or other equity distributions and the incurrence of debt or liens upon the assets of the Company or its subsidiaries. The Loan Agreement The Company incurred $0.7 million of costs in connection with the Loan Agreement in the year ended December 31, 2016. These costs, along with the allocated fair value of the Warrants issued of $0.9 million, were treated as a debt discount, and are offset against the carrying value of the notes payable in the Company’s Consolidated Balance Sheets as of December 31, 2019 and 2018. These costs will be recognized as interest expense over the term of the first tranche using the effective interest method. The final payment for the first and second loan tranches of $0.8 million and $0.5 million, respectively, will be accrued as additional interest expense, using the effective interest method, over the term of the relevant tranche. The Company recorded interest expense related to the Loan Agreement of $1.8 million, $3.1 million and $3.1 million for the years ended December 31, 2019, 2018 and 2017, respectively. The annual effective interest rate on the note payable, including the amortization of the debt discounts and accretion of the final payments, is 17.7%. Principal payments due under the terms of the Loan Agreement are as follows (in thousands): 2020 $ 5,041 2021 — 2022 — 2023 — 2024 — Total $ 5,041 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10: 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 was 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. In December 2018, the Company notified Columbia of its intent to terminate this license agreement. Novo Nordisk In February 2007, the Company entered into an Agreement Concerning Glucokinase Activator Project with Novo Nordisk A/S (the “Novo License Agreement”) whereby we obtained an exclusive, worldwide, sublicensable license under certain Novo Nordisk intellectual property rights to discover, develop, manufacture, have manufactured, use and commercialize products for the prevention, treatment, control, mitigation or palliation of human or animal diseases or conditions. As part of this license grant, the Company obtained certain worldwide rights to Novo Nordisk’s GKA program, including rights to preclinical and clinical compounds such as TTP399 Huadong License Agreement Under the terms of the Huadong License Agreement, vTv LLC is obligated to act as the sponsor of the Phase 2 MRCT should Huadong require it to do so. The Phase 2 MRCT will include sites in both US and the Huadong License Territory for the purpose of assessing the safety and efficacy of TTP273 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Note 11: 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. Letter Agreement Warrants The Company has entered into the Letter Agreements with MacAndrews. Under the terms of the Letter Agreements, the Company has or had the right to sell to MacAndrews shares of its Class A Common Stock at a specified price per share , and MacAndrews has or had the right (exercisable up to three times) to require the Company to sell to it shares of Class A Common Stock at the same price. The Letter Agreement Warrants were recorded as warrant liability, related party within the Company’s Consolidated Balance Sheets based on their fair value. The issuance of the Letter Agreement Warrants was considered to be a cost of equity recorded as a reduction to additional paid-in capital. During the years ended December 31, 2019, 2018 and 2017 the Company recognized income/(expense) of $0.8 million, $(0.6) million and $(0.2) million, respectively, related to the change in fair value of the Letter Agreement Warrants. These amounts were recognized as a component of other income (expense), related party in the Consolidated Statements of Operations. Fair value of the Letter Agreement Warrants was calculated as of their issuance date using the methods described in Note 19 using the following assumptions: December 5, 2017 July 30, 2018 December 11, 2018 September 26, 2019 December 23, 2019 Expected volatility 90.00% 95.29% 104.46% 110.35% 110.41% Expected life of option, in years 7.0 7.0 7.0 7.0 7.0 Risk-free interest rate 2.80% 2.94% 2.77% 1.65% 1.84% Expected dividend yield 0.00% 0.00% 0.00% 0.00% 0.00% Loan Agreement Warrants On October 28, 2016, the Company entered into the Loan Agreement as discussed in Note 9. In connection with the Loan Agreement, the Company issued to the Lenders Warrants to purchase a total of 152,580 shares of the Company’s Class A Common Stock at an exercise price of $6.39 per share. Additionally, upon funding of the second tranche on March 24, 2017, the Company issued Warrants to purchase 38,006 shares of its Class A Common Stock at a per share exercise price of $5.92 per share, which aggregate exercise price represents 3.0% of the amount available under the second tranche of the Loan Agreement. In each instance, the Warrants have an exercise price equal to the lower of (a) the volume weighted average price per share of the Company’s Class A Common Stock, as reported on the principal stock exchange on which the Company’s Class A Common Stock is listed, for 10 trading days prior to the issuance of the applicable Warrants or (b) the closing price of a share of the Company’s Class A Common Stock on the trading day prior to the issuance of the applicable Warrants. The Warrants will expire seven years from their date of issuance. The Warrants issued with a determinable number of shares and exercise price were initially recorded as a component of additional paid-in capital based on their relative fair value. The Warrants issued for a variable number of shares were initially recorded as a component of other liabilities. This related liability was adjusted to its fair value on a periodic basis until the associated warrants qualified for equity classification upon the funding of the second tranche of the Loan Agreement on March 24, 2017. For the year ended December 31, 2017, the Company recognized additional interest expense within the Consolidated Statements of Operations of a de minimis amount related to the adjustment of the Warrants to their fair value. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2019 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | Note 12: Redeemable Noncontrolling Interest The Company is subject to the Exchange Agreement with respect to the vTv Units representing the outstanding 36.1% 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) 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, 2019 and 2018, the redeemable noncontrolling interest was recorded based on the redemption value as of the balance sheet date of $40.2 million and $62.5 million, respectively. Changes in the Company’s ownership interest in vTv LLC while the Company retains its controlling interest in vTv LLC are accounted for as equity transactions, and the Company is required to adjust noncontrolling interest and equity for such changes. The following is a summary of net income attributable to vTv Therapeutics Inc. and transfers to noncontrolling interest: December 31, 2019 2018 2017 Net loss attributable to vTv Therapeutics Inc. common shareholders $ (17,913 ) $ (8,650 ) $ (16,144 ) Increase in vTv Therapeutics Inc. accumulated deficit for purchase of LLC Units as a result of common stock issuances (17,971 ) (19,456 ) — Change from net loss attributable to vTv Therapeutics Inc. common shareholders and transfers to noncontrolling interest $ (35,884 ) $ (28,106 ) $ (16,144 ) |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 13: Related-Party Transactions MacAndrews & Forbes Incorporated MacAndrews directly or indirectly controls 23,084,267 shares of Class B Common Stock. Further, as of December 31, 2019, MacAndrews directly or indirectly holds 30,356,212 shares of the Company’s Class A Common Stock. As a result, MacAndrews’ holdings represent approximately 83.5% of the combined voting power of the Company’s outstanding common stock. The Company has entered into several agreements with MacAndrews or its affiliates as further detailed below: Letter Agreements The Company has entered into the Letter Agreements with MacAndrews. Under the terms of the Letter Agreements, the Company has the right to sell to MacAndrews shares of its Class A Common Stock at a specified price per share , and MacAndrews has the right (exercisable up to three times) to require the Company to sell to it shares of Class A Common Stock at the same price. Certain terms of these Letter Agreements are set forth in the tables below: December 5, 2017 Letter Agreement July 30, 2018 Letter Agreement December 11, 2018 Letter Agreement Aggregate dollar value to be sold under agreement $10.0 million $10.0 million $10.0 million Specified purchase price per share $ 4.38 $ 1.33 $ 1.84 Expiration date of letter agreement December 5, 2018 July 30, 2019 December 11, 2019 Shares available to be issued under related warrants 198,267 518,654 340,534 Exercise price of related warrants $ 5.04 $ 1.53 $ 2.12 Expiration date of related warrants December 5, 2024 July 30, 2025 December 11, 2025 Total shares issued as of December 31, 2019 2,283,105 7,518,797 5,434,783 Remaining shares to be issued as of December 31, 2019 — — — March 18, 2019 Letter Agreement September 26, 2019 Letter Agreement December 23, 2019 Letter Agreement Aggregate dollar value to be sold under agreement $9.0 million $10.0 million $10.0 million Specified purchase price per share $ 1.65 $ 1.46 $ 1.60 Expiration date of letter agreement March 18, 2020 September 26, 2020 December 23, 2020 Shares available to be issued under related warrants — 400,990 365,472 Exercise price of related warrants $ — $ 1.68 $ 1.84 Expiration date of related warrants September 26, 2026 December 23, 2026 Total shares issued as of December 31, 2019 5,454,546 6,849,316 — Remaining shares to be issued as of December 31, 2019 — — 6,250,000 Each of the December 5, 2017 and July 30, 2018 Letter Agreements resulted in a deemed capital contribution to the Company as the fair value of the financial instrument received by the Company exceeded the fair value of those financial instruments issued to MacAndrews. The December 11, 2018, March 18, 2019, September 26, 2019 and December 23, 2019 Letter Agreements resulted in a deemed distribution to MacAndrews as the fair value of the financial instruments issued to MacAndrews exceeded the fair value of the financial instrument received by the Company. This deemed distribution has been reflected as a reduction to the net loss attributable to common shareholders of vTv Therapeutics Inc. for computing net loss per share. Exchange Agreement Pursuant to the terms of the Exchange Agreement, but subject to the Amended and Restated LLC Agreement of vTv Therapeutics LLC, the vTv Units (along with a corresponding number of shares of the Class B Common Stock) are exchangeable for (i) shares of the Class A Common Stock on a one-for-one basis or (ii) cash (based on the fair market value of the Company’s Class A Common Stock as determined pursuant to the Exchange Agreement), at the Company’s option (as the managing member of vTv Therapeutics LLC), subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. 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, 2019, MacAndrews has not exchanged any shares under the provisions of this 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”) 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. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | Note 14: 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 $0.1 million to the plan for the years ended December 31, 2019, 2018 and 2017, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15: Income Taxes From August 1, 2015, vTv Therapeutics Inc. has been subject to U.S. federal income taxes as well as state taxes. The Company recorded an income tax provision of $0.1 million, $0.2 million and $0.8 million for the years ended December 31, 2019, 2018 and 2017, respectively, representing foreign withholding taxes incurred in connection with payments received under license agreements with foreign entities. As discussed in Note 13, the Company is party to a tax receivable agreement with a related party which provides for the payment by the Company to M&F (or certain of its transferees or other assignees) of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the Company actually realizes (or, in some circumstances, the Company is deemed to realize) as a result of certain transactions. As no transactions have occurred which would trigger a liability under this agreement, the Company has not recognized any liability related to this agreement as of December 31, 2019. On December 22, 2017, the US government enacted comprehensive tax reform commonly referred to as the Tax Cuts and Jobs Act (“TCJA”). Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. Among other things, the TCJA (1) reduced the US statutory corporate income tax rate from 35% to 21% effective January 1, 2018, (2) eliminated the corporate alternative minimum tax, (3) eliminated the Section 199 deduction, and (4) changed rules related to uses and limitations of net operating loss carryforwards beginning after December 31, 2017. A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows (in thousands): December 31, 2019 2018 2017 U.S. statutory tax benefit $ (4,586 ) $ (4,966 ) $ (18,846 ) Partnership income (federal) not subject to tax to the Company 1,868 3,346 13,475 Foreign withholding tax 79 200 800 State taxes (net of federal benefit) 134 (224 ) 55 Impact of the Tax Act — — 5,847 Research and development tax credit (231 ) (1,122 ) — Other (81 ) (168 ) — Change in valuation allowance 2,917 3,134 (531 ) Provision for income taxes $ 100 $ 200 $ 800 Effective income tax rate -0.5 % -0.8 % -1.5 % Significant components of our net deferred tax assets/(liabilities) are as follows (in thousands): December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 14,540 $ 11,400 R&D Tax Credit carryforwards 1,517 1,349 Investment in partnerships (511 ) (122 ) Charitable contributions 11 11 Total deferred tax assets 15,557 12,638 Valuation allowance (15,557 ) (12,638 ) Net deferred tax assets $ — $ — The Company assesses the available positive evidence and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of existing deferred tax assets. A significant piece of objective negative evidence evaluated was the Company’s recent operating losses. Such objective evidence limits the ability to consider other subjective evidence, such as forecasts of profitability. 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. During the year ended December 31, 2019, the Company’s valuation allowance increased by $2.9 million. The Company has federal net operating loss carryforwards of $65.8 million that will be available to offset future taxable income. Approximately, $40.0 million of these carryforwards expire in varying amounts starting in 2035 to 2037, if not utilized and are available to offset 100% of future taxable income. The remaining $25.8 million may be carried forward indefinitely but are only available to offset 80% of future taxable income. The Company has federal research and development tax credits of $1.5 million which expire in varying amounts starting in 2035 to 2039. The Company applies applicable authoritative guidance which prescribes a comprehensive model for the manner in which a company should recognize, measure, present and disclose in its financial statements all material uncertain tax positions that the Company has taken or expects to take on a tax return. As of December 31, 2019, 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, 2019. The Company files U.S. federal, New York, North Carolina and Virginia tax returns. The earliest open tax years that are still subject to examination by the IRS and the aforementioned state tax authorities are 2016 to 2019. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring And Related Activities [Abstract] | |
Restructuring | Note 16: Restructuring In December 2018, the Company initiated a corporate restructuring to align with a strategic decision to continue the development of its drug candidates using external resources rather than internal resources. The restructuring allowed the Company to reduce costs while continuing to conduct clinical trials, to support existing partnerships that are advancing development of additional assets, and to pursue new licensing and partnership opportunities. This restructuring included a significant reduction in its workforce. The Company completed these restructuring activities in the second quarter of 2019. As of and during the year ended December 31, 2018, the Company had recognized an accrual and related expense of $0.3 million related to these severance benefits. During the year ended December 31, 2019, the Company made cash payments of $0.3 million related to these severance benefits and recognized an immaterial amount of expense related to this plan. The related expense has been recognized as a component of research and development and general and administrative expense within the Consolidated Statements of Operations based on the responsibilities of the impacted employees. The related accrual is recorded as a component of accounts payable and accrued expenses within the Consolidated Balance Sheet as of December 31, 2018. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Note 17: 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 the years ended December 31, 2019, 2018 and 2017 is the same as basic loss per share as the inclusion of potentially issuable shares would be antidilutive. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of Class A Common Stock is as follows (amounts in thousands, except per share amounts): Year Ended December 31, 2019 2018 2017 Numerator: Net loss $ (21,938 ) $ (23,845 ) $ (54,647 ) Less: Net loss attributable to noncontrolling interests (8,894 ) (15,934 ) (38,503 ) Net loss attributable to vTv Therapeutics Inc. (13,044 ) (7,911 ) (16,144 ) Less: Deemed distribution to related party (Note 13) (4,869 ) (739 ) — Net loss attributable to common shareholders of vTv Therapeutics Inc., basic and diluted $ (17,913 ) $ (8,650 ) $ (16,144 ) Denominator: Weighted-average vTv Therapeutics Inc. Class A Common Stock, basic and diluted 30,292,030 12,449,236 9,693,254 Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted $ (0.59 ) $ (0.69 ) $ (1.67 ) Potentially dilutive securities not included in the calculation of dilutive net loss per share are as follows: Year Ended December 31, 2019 2018 2017 Class B Common Stock (1) 23,094,221 23,094,221 23,119,246 Common stock options granted under the Plan 2,531,143 1,767,503 1,960,732 Restricted stock units 11,667 23,333 35,000 Common stock options granted under the Letter Agreement 6,250,000 4,619,566 2,283,105 Common stock warrants 2,014,503 1,248,041 388,853 Total 33,901,534 30,752,664 27,786,936 (1) Shares of Class B Common Stock do not share in the Company’s earnings and are not participating securities. Accordingly, separate presentation of loss per share of Class B Common Stock under the two-class method has not been provided. Each share of Class B Common Stock (together with a corresponding vTv Unit) is exchangeable for one share of Class A Common Stock. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Data (Unaudited) | Note 18: The following interim financial information presents our 2019 and 2018 results of operations on a quarterly basis (in thousands, except per share amounts): 2019 March 31 June 30 September 30 December 31 Revenues $ 921 $ 1,828 $ 8 $ 7 Operating loss (4,287 ) (4,792 ) (5,425 ) (6,388 ) Net loss before noncontrolling interest (3,982 ) (5,114 ) (5,960 ) (6,882 ) Net loss attributable to vTv Therapeutics Inc. (2,155 ) (2,882 ) (3,608 ) (4,399 ) Net loss attributable to vTv Therapeutics Inc. common shareholders (5,883 ) (2,882 ) (4,115 ) (5,033 ) Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted $ (0.26 ) $ (0.10 ) $ (0.13 ) $ (0.13 ) 2018 March 31 June 30 September 30 December 31 Revenues $ 2,064 $ 2,473 $ 3,375 $ 4,522 Operating loss (9,134 ) (8,858 ) (1,481 ) (351 ) Net loss before noncontrolling interest (9,960 ) (9,596 ) (1,961 ) (2,328 ) Net loss attributable to vTv Therapeutics Inc. (2,952 ) (3,072 ) (796 ) (1,091 ) Net loss attributable to vTv Therapeutics Inc. common shareholders (2,952 ) (3,072 ) (796 ) (1,830 ) Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted $ (0.30 ) $ (0.31 ) $ (0.06 ) $ (0.10 ) |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 19: 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. The fair value of the Company’s Loan Agreement is considered to approximate its carrying value because it bears interest at a variable interest rate. The Company measures the value of its investment in Reneo at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment. Since acquiring the Reneo investment in December 2017, there have been no observable price changes in identical or similar investments, nor were there any indications of impairment. As such, the value of the Company’s investment in Reneo has not been remeasured. 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, 2019, 2018 and 2017 (in thousands): Balance at December 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Warrant liability, related party (1) $ 2,601 $ — $ — $ 2,601 Total $ 2,601 $ — $ — $ 2,601 Balance at December 31, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Warrant liability, related party (1) $ 2,436 $ — $ — $ 2,436 Total $ 2,436 $ — $ — $ 2,436 (1) Fair value determined using the Black-Scholes option pricing model. Expected volatility is 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 valuation. Changes in Level 3 Instruments for the years ended December 31, 2019, 2018 and 2017 Balance at January 1 Net Change in fair value included in earnings Purchases / Issuance Sales / Repurchases Balance at December 31, 2019 Warrant liability, related party $ 2,436 $ (827 ) $ 992 $ — $ 2,601 Total $ 2,436 $ (827 ) $ 992 $ — $ 2,601 2018 Warrant liability, related party 492 638 1,306 — 2,436 Total $ 492 $ 638 $ 1,306 $ — $ 2,436 2017 Warrant liability $ 167 $ — $ — $ (167 ) $ — Warrant liability, related party — 190 302 — 492 Total $ 167 $ 190 $ 302 $ (167 ) $ 492 There were no transfers into or out of level 3 instruments and/or between level 1 and level 2 instruments during the years ended December 31, 2019, 2018 and 2017. Gains and losses recognized due to the change in fair value of the warrant liability, related party are recognized as a component of other income (expense), related party in the Consolidated Statements of Operations The fair value of the Letter Agreement Warrants was determined using the Black-Scholes option pricing model or option pricing models based on the Company’s current capitalization. Expected volatility is based on 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 valuation. Significant inputs utilized in the valuation of the Letter Agreement Warrants were: December 31, 2019 December 31, 2018 Expected volatility 110.76% - 123.83% 108.53% - 115.04% Risk-free interest rate 1.69% - 1.83% 2.59% - 2.69% Changes in the unobservable inputs noted above would impact the amount of the liability for the Letter Agreement Warrants. For the Company’s warrants, increases (decreases) in the estimates of the Company’s annual volatility would increase (decrease) the liability and an increase (decrease) in the annual risk-free rate would increase (decrease) the liability. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 20: Subsequent Events Subsequent to December 31, 2019, the Company exercised its right to cause MacAndrews & Forbes Group LLC to purchase an additional 2,500,000 shares of its Class A Common Stock at a per share price of $1.60 pursuant to the terms of the December 2019 Letter Agreement for $4.0 million in cash. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
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 warrants to purchase shares of its Class A Common Stock, the fair value of its Class B Common Stock, the useful lives of property and equipment and the fair value of the Company’s debt, among others. 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. Four customers represented 100% of the revenue earned during the year ended December 31, 2019 and 2017. Three customers represented 100% of the revenue earned during the year ended December 31, 2018. |
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, long-term relates to the minimum balance that the Company must maintain in a deposit account pledged to secure the Loan Agreement and subject to an account control agreement pursuant to the Loan Agreement, as amended. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets as of December 31, 2019 and 2018 that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows (in thousands): 2019 2018 Cash and cash equivalents $ 1,777 $ 1,683 Restricted cash and cash equivalents, long-term 2,500 2,500 Total cash, cash equivalents and restricted cash and cash equivalents shown in the consolidated statement of cash flows $ 4,277 $ 4,183 |
Collaboration Revenue and Accounts Receivable | Collaboration Revenue and Accounts Receivable The majority of the Company’s collaboration revenue and accounts receivable relates to its agreements to license certain of its potential drug products for development. See Note 3 for further discussion of the Company’s collaboration agreements. Accounts receivable are stated at net realizable value. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance based on its history of collections and write-offs and the current status of all receivables. |
Property and Equipment and other Long-lived Assets | 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 and recorded an impairment charge of $0.1 million during the year ended December 31, 2018. No such charges were recognized during the years ended December 31, 2019 or 2017. There were no assets held for sale at December 31, 2019 or 2018. |
Investments | Investments In connection with the Reneo License Agreement, the Company received common stock and certain participation rights representing a minority equity interest in Reneo On January 1, 2018, the Company adopted ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities”. This guidance requires equity investments to be measured at fair value with changes in fair value recognized in net income. Since it does not have a readily determinable market value, the Company has elected to measure its investment in Reneo at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment. No adjustments have been made to the value of the Company’s investment in Reneo since its acquisition either due to impairment or based on observable price changes. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted ASC Topic 606, “Revenue From Contracts With Customers” (“ASC Topic 606”), using the modified retrospective method applied to those contracts which were not completed as of the adoption date. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting under ASC Topic 605. The Company recorded a net reduction to its opening accumulated deficit of $0.2 million as of January 1, 2018 due to the cumulative impact of adopting ASC Topic 606. This impact related to the recognition of an asset for the incremental costs of obtaining contracts. The majority of the Company’s revenue results from its license and collaboration agreements associated with the development of investigational drug products. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The transaction price under the contract is determined based on the value of the consideration expected to be received in exchange for the transferred assets or services. Development, regulatory and sales milestones included in the Company’s collaboration agreements are considered to be variable consideration. The amount of variable consideration expected to be received is included in the transaction price when it becomes probable that the milestone will be met. For contracts with multiple performance obligations, the contract’s transaction price is allocated to each performance obligation using the Company’s best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is the expected cost plus margin approach. Revenue is recognized over the related period over which the Company expects the services to be provided using a proportional performance model or a straight-line method of recognition if there is no discernable pattern over which the services will be provided. |
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. Research and development costs that are reimbursed under a cost-sharing arrangement are reflected as a reduction of research and development expense. |
Patent Costs | Patent Costs 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 From its formation on August 1, 2015, vTv Therapeutics Inc. has been subject to corporate level income taxes. Prior to July 30, 2015, the Company’s predecessor entities were taxed as partnerships and all their income and deductions flowed through and were subject to tax at the partner level. vTv Therapeutics Inc. is required to recognize deferred tax assets and liabilities for the difference between the financial reporting and tax basis of its investment in vTv LLC. The Company’s income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management’s best assessment of estimated future taxes to be paid. The Company is subject to income taxes in both the United States and various state jurisdictions. Significant judgments and estimates are required in determining the consolidated income tax expense. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the 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 Statements of Operations. The Company has not incurred any significant interest or penalties related to income taxes in any of the periods presented. |
Noncontrolling Interest | Noncontrolling Interest The Company records the redeemable noncontrolling interest represented by the vTv Units and the Class B Common stock at the higher of (1) its initial fair value plus accumulated earnings/losses associated with the noncontrolling interest or (2) the redemption value as of the balance sheet date. See discussion and additional detail of the redeemable noncontrolling interest at Note 12. |
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. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Balances recognized related to operating leases are included in operating lease right-of-use assets and operating lease liabilities in the Consolidated Balance Sheets. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Lease terms may include options to extend of terminate the lease if it is reasonably certain that the Company will exercise the option. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The operating lease right-of-use asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company has elected a practical expedient to not separate its lease and non-lease components and instead account for them as a single lease component. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Lease payments for short-term leases are recorded to operating expense on a straight-line basis and variable lease payments are recorded in the period in which the obligation for those payments is incurred. |
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 stock option 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 the historical volatility of its own stock as well as 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 fair value of restricted stock units (“RSU”) grants are based on the market value of the Class A Common Stock on the date of grant. The 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 Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “Lease (Topic 842)” (“ASU 2016-02”), which increases transparency and comparability among companies accounting for lease transactions. The Company adopted this guidance effective January 1, 2019 using a modified retrospective application and recorded a cumulative-effect adjustment at the beginning of the period of adoption. The adoption resulted in the recognition of $0.3 million of additional assets and liabilities related to the Company’s operating leases within its Condensed Consolidated Balance Sheets. See Note 8 for further details. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets as of December 31, 2019 and 2018 that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows (in thousands): 2019 2018 Cash and cash equivalents $ 1,777 $ 1,683 Restricted cash and cash equivalents, long-term 2,500 2,500 Total cash, cash equivalents and restricted cash and cash equivalents shown in the consolidated statement of cash flows $ 4,277 $ 4,183 |
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 |
Collaboration Agreements (Table
Collaboration Agreements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Contract Liabilities Related to Company's Collaboration Agreements | Contract liabilities related to the Company’s collaboration agreements consisted of the following (in thousands): December 31, 2019 December 31, 2018 Current portion of deferred revenue $ 31 $ 1,752 Deferred revenue, net of current portion 1,033 1,067 Total contract liabilities $ 1,064 $ 2,819 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 years ended December 31, 2019, 2018 and 2017: For the Year Ended December 31, 2019 2018 2017 Expected volatility 115.29% - 120.15% 71.15% - 99.23% 68.72% - 85.93% Expected life of option, in years 5.3 - 6.0 5.7 - 6.0 5.8 - 6.0 Risk-free interest rate 1.58% - 2.64% 2.69% - 2.84% 1.87% - 2.24% Expected dividend yield 0.00% 0.00% 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, 2019 (in thousands, except per share amounts): Number of Shares Weighted- Average Exercise Price Awards outstanding at December 31, 2018 1,767,503 $ 8.57 Granted 1,033,000 2.26 Forfeited (269,360 ) 6.71 Awards outstanding at December 31, 2019 2,531,143 $ 6.19 Options exercisable at December 31, 2019 1,280,406 $ 9.40 Weighted average remaining contractual term 6.3 Years Options vested and expected to vest at December 31, 2019 2,441,769 $ 6.33 Weighted average remaining contractual term 7.5 Years |
Summary of Activity Related to Awards of RSUs | The following table summarizes the activity related to the awards of RSUs for the year ended December 31, 2019: Number of Shares Weighted- Average Grant Date Fair Value Awards outstanding at December 31, 2018 23,333 $ 5.81 Vested (11,666 ) 5.81 Awards outstanding at December 31, 2019 11,667 $ 5.81 RSUs expected to vest at December 31, 2019 11,569 $ 5.81 |
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): 2019 2018 2017 Research and development $ 522 $ 994 $ 1,485 General and administrative 996 1,682 2,160 Total share-based compensation expense $ 1,518 $ 2,676 $ 3,645 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2019 2018 Prepaid insurance $ 551 $ 571 Prepaid taxes 147 — Prepaid - other 108 95 Total $ 806 $ 666 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consists of the following (in thousands): December 31, 2019 2018 Laboratory equipment $ — $ 5,690 Leasehold improvements 405 1,548 Computers and hardware 48 329 Software 107 691 Furniture and office equipment 49 243 Total property and equipment 609 8,501 Less: accumulated depreciation and amortization (148 ) (8,431 ) Property and equipment, net $ 461 $ 70 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued expenses consist of the following (in thousands): December 31, 2019 2018 Accounts payable $ 2,232 $ 2,899 Accrued development costs 3,148 3,835 Accrued compensation and related costs 1,559 826 Accrued other 129 142 Total $ 7,068 $ 7,702 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Maturities of Lease Liabilities for Operating Leases | Maturities of lease liabilities for the Company’s operating leases as of December 31, 2019 were as follows (in thousands): 2020 $ 229 2021 255 2022 261 2023 268 2024 275 Thereafter 23 Total lease payments 1,311 Less: imputed interest (370 ) Present value of lease liabilities $ 941 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consist of the following (in thousands): December 31, 2019 December 31, 2018 Notes payable under the Loan Agreement $ 4,896 $ 14,897 Short-term financing 144 216 Accreted final payment 1,132 600 Total notes payable 6,172 15,713 Less: Current portion (6,172 ) (9,383 ) Total notes payable, net of current portion $ — $ 6,330 |
Schedule of Principal Payments Due Under Terms of Loan Agreement | Principal payments due under the terms of the Loan Agreement are as follows (in thousands): 2020 $ 5,041 2021 — 2022 — 2023 — 2024 — Total $ 5,041 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Assumptions Used to Calculate Fair Value of Warrants | Significant inputs utilized in the valuation of the Letter Agreement Warrants were: December 31, 2019 December 31, 2018 Expected volatility 110.76% - 123.83% 108.53% - 115.04% Risk-free interest rate 1.69% - 1.83% 2.59% - 2.69% |
Warrant Liability [Member] | |
Assumptions Used to Calculate Fair Value of Warrants | Fair value of the Letter Agreement Warrants was calculated as of their issuance date using the methods described in Note 19 using the following assumptions: December 5, 2017 July 30, 2018 December 11, 2018 September 26, 2019 December 23, 2019 Expected volatility 90.00% 95.29% 104.46% 110.35% 110.41% Expected life of option, in years 7.0 7.0 7.0 7.0 7.0 Risk-free interest rate 2.80% 2.94% 2.77% 1.65% 1.84% Expected dividend yield 0.00% 0.00% 0.00% 0.00% 0.00% |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Noncontrolling Interest [Abstract] | |
Summary of Net Income Attributable to Vtv Therapeutics Inc | The following is a summary of net income attributable to vTv Therapeutics Inc. and transfers to noncontrolling interest: December 31, 2019 2018 2017 Net loss attributable to vTv Therapeutics Inc. common shareholders $ (17,913 ) $ (8,650 ) $ (16,144 ) Increase in vTv Therapeutics Inc. accumulated deficit for purchase of LLC Units as a result of common stock issuances (17,971 ) (19,456 ) — Change from net loss attributable to vTv Therapeutics Inc. common shareholders and transfers to noncontrolling interest $ (35,884 ) $ (28,106 ) $ (16,144 ) |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Summary of Terms of Letter Agreements | Certain terms of these Letter Agreements are set forth in the tables below: December 5, 2017 Letter Agreement July 30, 2018 Letter Agreement December 11, 2018 Letter Agreement Aggregate dollar value to be sold under agreement $10.0 million $10.0 million $10.0 million Specified purchase price per share $ 4.38 $ 1.33 $ 1.84 Expiration date of letter agreement December 5, 2018 July 30, 2019 December 11, 2019 Shares available to be issued under related warrants 198,267 518,654 340,534 Exercise price of related warrants $ 5.04 $ 1.53 $ 2.12 Expiration date of related warrants December 5, 2024 July 30, 2025 December 11, 2025 Total shares issued as of December 31, 2019 2,283,105 7,518,797 5,434,783 Remaining shares to be issued as of December 31, 2019 — — — March 18, 2019 Letter Agreement September 26, 2019 Letter Agreement December 23, 2019 Letter Agreement Aggregate dollar value to be sold under agreement $9.0 million $10.0 million $10.0 million Specified purchase price per share $ 1.65 $ 1.46 $ 1.60 Expiration date of letter agreement March 18, 2020 September 26, 2020 December 23, 2020 Shares available to be issued under related warrants — 400,990 365,472 Exercise price of related warrants $ — $ 1.68 $ 1.84 Expiration date of related warrants September 26, 2026 December 23, 2026 Total shares issued as of December 31, 2019 5,454,546 6,849,316 — Remaining shares to be issued as of December 31, 2019 — — 6,250,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 2017 U.S. statutory tax benefit $ (4,586 ) $ (4,966 ) $ (18,846 ) Partnership income (federal) not subject to tax to the Company 1,868 3,346 13,475 Foreign withholding tax 79 200 800 State taxes (net of federal benefit) 134 (224 ) 55 Impact of the Tax Act — — 5,847 Research and development tax credit (231 ) (1,122 ) — Other (81 ) (168 ) — Change in valuation allowance 2,917 3,134 (531 ) Provision for income taxes $ 100 $ 200 $ 800 Effective income tax rate -0.5 % -0.8 % -1.5 % |
Schedule of Net Deferred Tax Assets/(Liabilities) | Significant components of our net deferred tax assets/(liabilities) are as follows (in thousands): December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 14,540 $ 11,400 R&D Tax Credit carryforwards 1,517 1,349 Investment in partnerships (511 ) (122 ) Charitable contributions 11 11 Total deferred tax assets 15,557 12,638 Valuation allowance (15,557 ) (12,638 ) Net deferred tax assets $ — $ — |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 (amounts in thousands, except per share amounts): Year Ended December 31, 2019 2018 2017 Numerator: Net loss $ (21,938 ) $ (23,845 ) $ (54,647 ) Less: Net loss attributable to noncontrolling interests (8,894 ) (15,934 ) (38,503 ) Net loss attributable to vTv Therapeutics Inc. (13,044 ) (7,911 ) (16,144 ) Less: Deemed distribution to related party (Note 13) (4,869 ) (739 ) — Net loss attributable to common shareholders of vTv Therapeutics Inc., basic and diluted $ (17,913 ) $ (8,650 ) $ (16,144 ) Denominator: Weighted-average vTv Therapeutics Inc. Class A Common Stock, basic and diluted 30,292,030 12,449,236 9,693,254 Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted $ (0.59 ) $ (0.69 ) $ (1.67 ) |
Schedule of Potentially Dilutive Securities Not Included in Calculation of Dilutive Net Loss per Share | Potentially dilutive securities not included in the calculation of dilutive net loss per share are as follows: Year Ended December 31, 2019 2018 2017 Class B Common Stock (1) 23,094,221 23,094,221 23,119,246 Common stock options granted under the Plan 2,531,143 1,767,503 1,960,732 Restricted stock units 11,667 23,333 35,000 Common stock options granted under the Letter Agreement 6,250,000 4,619,566 2,283,105 Common stock warrants 2,014,503 1,248,041 388,853 Total 33,901,534 30,752,664 27,786,936 (1) Shares of Class B Common Stock do not share in the Company’s earnings and are not participating securities. Accordingly, separate presentation of loss per share of Class B Common Stock under the two-class method has not been provided. Each share of Class B Common Stock (together with a corresponding vTv Unit) is exchangeable for one share of Class A Common Stock. |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Data [Abstract] | |
Schedule of Quarterly Financial Information | The following interim financial information presents our 2019 and 2018 results of operations on a quarterly basis (in thousands, except per share amounts): 2019 March 31 June 30 September 30 December 31 Revenues $ 921 $ 1,828 $ 8 $ 7 Operating loss (4,287 ) (4,792 ) (5,425 ) (6,388 ) Net loss before noncontrolling interest (3,982 ) (5,114 ) (5,960 ) (6,882 ) Net loss attributable to vTv Therapeutics Inc. (2,155 ) (2,882 ) (3,608 ) (4,399 ) Net loss attributable to vTv Therapeutics Inc. common shareholders (5,883 ) (2,882 ) (4,115 ) (5,033 ) Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted $ (0.26 ) $ (0.10 ) $ (0.13 ) $ (0.13 ) 2018 March 31 June 30 September 30 December 31 Revenues $ 2,064 $ 2,473 $ 3,375 $ 4,522 Operating loss (9,134 ) (8,858 ) (1,481 ) (351 ) Net loss before noncontrolling interest (9,960 ) (9,596 ) (1,961 ) (2,328 ) Net loss attributable to vTv Therapeutics Inc. (2,952 ) (3,072 ) (796 ) (1,091 ) Net loss attributable to vTv Therapeutics Inc. common shareholders (2,952 ) (3,072 ) (796 ) (1,830 ) Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted $ (0.30 ) $ (0.31 ) $ (0.06 ) $ (0.10 ) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019, 2018 and 2017 (in thousands): Balance at December 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Warrant liability, related party (1) $ 2,601 $ — $ — $ 2,601 Total $ 2,601 $ — $ — $ 2,601 Balance at December 31, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Warrant liability, related party (1) $ 2,436 $ — $ — $ 2,436 Total $ 2,436 $ — $ — $ 2,436 (1) Fair value determined using the Black-Scholes option pricing model. Expected volatility is 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 valuation. Changes in Level 3 Instruments for the years ended December 31, 2019, 2018 and 2017 Balance at January 1 Net Change in fair value included in earnings Purchases / Issuance Sales / Repurchases Balance at December 31, 2019 Warrant liability, related party $ 2,436 $ (827 ) $ 992 $ — $ 2,601 Total $ 2,436 $ (827 ) $ 992 $ — $ 2,601 2018 Warrant liability, related party 492 638 1,306 — 2,436 Total $ 492 $ 638 $ 1,306 $ — $ 2,436 2017 Warrant liability $ 167 $ — $ — $ (167 ) $ — Warrant liability, related party — 190 302 — 492 Total $ 167 $ 190 $ 302 $ (167 ) $ 492 |
Assumptions Used to Calculate Fair Value of Warrants | Significant inputs utilized in the valuation of the Letter Agreement Warrants were: December 31, 2019 December 31, 2018 Expected volatility 110.76% - 123.83% 108.53% - 115.04% Risk-free interest rate 1.69% - 1.83% 2.59% - 2.69% |
Description of Business and B_2
Description of Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Jul. 29, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Accumulated deficit | $ (233,522) | $ (233,883) | |
Cash and cash equivalents | 1,777 | $ 1,683 | |
Amount remaining under letter agreement | $ 10,000 | ||
Class B Common Stock [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Common stock par value | $ 0.01 | $ 0.01 | $ 0.01 |
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 | 36.10% | ||
Percentage of non-voting economic interest of vTv Therapeutics Inc in vTv LLC | 63.90% | ||
vTv Therapeutics LLC [Member] | Class B Common Stock [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Common stock par value | $ 0.01 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | |||||
Dec. 31, 2019USD ($)CustomerSegment | Dec. 31, 2018USD ($)Customer | Dec. 31, 2017USD ($)Customer | Jan. 01, 2019USD ($) | Jan. 01, 2018USD ($) | Dec. 21, 2017USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Assets held for sale | $ 0 | $ 0 | ||||
Asset impairment charges | 0 | $ 100,000 | $ 0 | |||
Significant interest or penalties incurred related to income taxes | $ 0 | |||||
Number of reportable segment | Segment | 1 | |||||
Recognition of additional assets | $ 543,000 | |||||
Recognition of additional liabilites | 941,000 | |||||
ASC Topic 842 [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Recognition of additional assets | 300,000 | $ 300,000 | ||||
Recognition of additional liabilites | $ 300,000 | $ 300,000 | ||||
Accumulated Deficit [Member] | ASC Topic 606 [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Net reduction in opening accumulated deficit | $ 200,000 | |||||
Reneo [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Investments, fair value | $ 2,500,000 | |||||
Minimum [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Property and equipment, estimated useful lives | 3 years | |||||
Maximum [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Property and equipment, estimated useful lives | 10 years | |||||
Revenue [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of customers | Customer | 4 | 3 | 4 | |||
Revenue [Member] | Customer [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Concentration risk percentage | 100.00% | 100.00% | 100.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 1,777 | $ 1,683 | ||
Restricted cash and cash equivalents, long-term | 2,500 | 2,500 | ||
Total cash, cash equivalents and restricted cash and cash equivalents shown in the consolidated statement of cash flows | $ 4,277 | $ 4,183 | $ 14,420 | $ 51,505 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Minimum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Maximum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment, estimated useful lives | 10 years |
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 |
Collaboration Agreements - Addi
Collaboration Agreements - Additional Information (Detail) - USD ($) | Dec. 21, 2017 | May 31, 2018 | Aug. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Research and development | $ 15,119,000 | $ 23,035,000 | $ 39,640,000 | |||
Collaborative Arrangements [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Collaboration revenue recognized | 1,800,000 | |||||
Revenue recognized from change in estimated transaction prices | 1,000,000 | |||||
Collaborative Arrangements [Member] | Phase 2 MRCT [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Maximum contribution amount to clinical trial | 3,000,000 | |||||
Collaborative Arrangements [Member] | Reneo [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
License fee received | $ 3,000,000 | |||||
Collaboration revenue recognized | 1,700,000 | 3,700,000 | 100,000 | |||
Collaborative Arrangements [Member] | Reneo [Member] | Maximum [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Potential development and regulatory milestone payments | 94,500,000 | |||||
Collaborative Arrangements [Member] | Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd. [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
License fee received | 8,000,000 | |||||
Potential regulatory milestone payments based on regulatory approval | 20,000,000 | |||||
Potential sales-based milestones based on tiered sales of licensed products | 50,000,000 | |||||
Adjustments to transaction price for performance obligations | 0 | 0 | 0 | |||
Collaborative Arrangements [Member] | Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd. [Member] | Phase 2 MRCT [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Maximum contribution amount to clinical trial | 3,000,000 | |||||
Unrecognized amount of transaction price allocated to performance obligation | 1,000,000 | |||||
Collaborative Arrangements [Member] | Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd. [Member] | Phase 2 MRCT [Member] | License and Technology Transfer Services of Chemistry and Manufacturing Know-How [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Collaboration revenue recognized | 0 | 6,800,000 | $ 100,000 | |||
Collaborative Arrangements [Member] | Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd. [Member] | Obligation to Sponsor and Conduct Portion of Phase 2 MRCT [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Collaboration revenue recognized | 0 | |||||
Collaborative Arrangements [Member] | Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd. [Member] | Joint Development Committee [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Unrecognized amount of transaction price allocated to performance obligation | 100,000 | |||||
Collaborative Arrangements [Member] | Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd. [Member] | Maximum [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Potential development and regulatory milestone payments | $ 25,000,000 | |||||
Collaborative Arrangements [Member] | Newsoara Biopharma Co., Ltd. [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
License fee received | $ 2,000,000 | |||||
Potential development and regulatory milestone payments | $ 62,000,000 | |||||
Collaboration revenue recognized | 1,000,000 | $ 2,000,000 | ||||
Revenue recognized from change in estimated transaction prices | 1,000,000 | |||||
Collaborative Arrangements [Member] | JDRF [Member] | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Maximum research funding receivable achievement based on research and development milestones | $ 3,000,000 | |||||
Maximum funding percentage of research and development milestones | 50.00% | |||||
Funding received | 2,400,000 | |||||
Research and development | $ 2,400,000 |
Collaboration Agreements - Summ
Collaboration Agreements - Summary of Contract Liabilities Related to Company's Collaboration Agreements (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Revenue Disclosure [Abstract] | ||
Current portion of deferred revenue | $ 31 | $ 1,752 |
Deferred revenue, net of current portion | 1,033 | 1,067 |
Total contract liabilities | $ 1,064 | $ 2,819 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Non-qualified stock option awards vesting period | 3 years | 3 years | |
Non-qualified stock option awards expiration term | 10 years | 10 years | |
Compensation expense related to share-based awards | $ 1,518,000 | $ 2,676,000 | $ 3,645,000 |
Tax benefit related to stock option awards | 0 | $ 0 | |
Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost related to non-vested share-based compensation arrangements | $ 1,500,000 | ||
Weighted average period to recognize unrecognized share-based compensation cost | 1 year 10 months 24 days | ||
Weighted average grant date fair value of options granted | $ 1.91 | $ 2.28 | $ 4.15 |
Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average period to recognize unrecognized share-based compensation cost | 2 months 12 days | ||
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 | 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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of Share Based Compensation Valuation Assumptions [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||
Schedule of Share Based Compensation Valuation Assumptions [Line Items] | |||
Expected volatility | 115.29% | 71.15% | 68.72% |
Expected life of option, in years | 5 years 3 months 18 days | 5 years 8 months 12 days | 5 years 9 months 18 days |
Risk-free interest rate | 1.58% | 2.69% | 1.87% |
Maximum [Member] | |||
Schedule of Share Based Compensation Valuation Assumptions [Line Items] | |||
Expected volatility | 120.15% | 99.23% | 85.93% |
Expected life of option, in years | 6 years | 6 years | 6 years |
Risk-free interest rate | 2.64% | 2.84% | 2.24% |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Award Activity for the Period (Detail) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share Based Arrangements To Obtain Goods And Services [Abstract] | |
Number of Shares, Awards outstanding, Beginning balance | shares | 1,767,503 |
Number of Shares, Granted | shares | 1,033,000 |
Number of Shares, Forfeited | shares | (269,360) |
Number of Shares, Awards outstanding, Ending balance | shares | 2,531,143 |
Number of Shares, Options exercisable | shares | 1,280,406 |
Number of Shares, Options exercisable, Weighted average remaining contractual term | 6 years 3 months 18 days |
Number of Shares, Options vested and expected to vest | shares | 2,441,769 |
Number of Shares, Options vested and expected to vest, Weighted average remaining contractual term | 7 years 6 months |
Weighted-Average Exercise Price, Awards outstanding, Beginning balance | $ / shares | $ 8.57 |
Weighted-Average Exercise Price, Granted | $ / shares | 2.26 |
Weighted-Average Exercise Price, Forfeited | $ / shares | 6.71 |
Weighted-Average Exercise Price, Awards outstanding, Ending balance | $ / shares | 6.19 |
Weighted-Average Exercise Price, Options exercisable | $ / shares | 9.40 |
Weighted-Average Exercise Price, Options vested and expected to vest | $ / shares | $ 6.33 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Activity Related to Awards of RSUs (Detail) - Restricted Stock Units [Member] | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Awards outstanding, Beginning balance | shares | 23,333 |
Number of Shares, Vested | shares | (11,666) |
Number of Shares, Awards outstanding, Ending balance | shares | 11,667 |
Number of Shares, RSUs expected to vest | shares | 11,569 |
Weighted-Average Grant Date Fair Value, Awards outstanding, Beginning balance | $ / shares | $ 5.81 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 5.81 |
Weighted-Average Grant Date Fair Value, Awards outstanding, Ending balance | $ / shares | 5.81 |
Weighted-Average Grant Date Fair Value, RSUs expected to vest | $ / shares | $ 5.81 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Compensation Expense Related to Grants of Stock Options (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | $ 1,518 | $ 2,676 | $ 3,645 |
Research and Development [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | 522 | 994 | 1,485 |
General and Administrative [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | $ 996 | $ 1,682 | $ 2,160 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid insurance | $ 551 | $ 571 |
Prepaid taxes | 147 | |
Prepaid - other | 108 | 95 |
Total | $ 806 | $ 666 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 609 | $ 8,501 |
Less: accumulated depreciation and amortization | (148) | (8,431) |
Property and equipment, net | 461 | 70 |
Laboratory Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 5,690 | |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 405 | 1,548 |
Computers and Hardware [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 48 | 329 |
Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 107 | 691 |
Furniture and Office Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 49 | $ 243 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 39 | $ 218 | $ 197 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Accounts payable and accrued expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Accounts payable | $ 2,232 | $ 2,899 |
Accrued development costs | 3,148 | 3,835 |
Accrued compensation and related costs | 1,559 | 826 |
Accrued other | 129 | 142 |
Total | $ 7,068 | $ 7,702 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 | |
Lessee Lease Description [Line Items] | ||||
Operating lease right-of-use assets | $ 543 | |||
Operating lease liabilites | $ 941 | |||
Weighted average incremental borrowing rate | 13.10% | |||
Remaining operating lease term | 5 years 1 month 6 days | |||
Operating lease cost | $ 400 | $ 500 | $ 500 | |
Cash paid for operating lease | 400 | |||
Asset retirement obligations, noncurrent | 300 | $ 300 | ||
ASC Topic 842 [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease right-of-use assets | 300 | $ 300 | ||
Operating lease liabilites | $ 300 | $ 300 | ||
Operating lease expiration period | Dec. 31, 2019 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities for Operating Leases (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Operating Lease Liabilities Payments Due [Abstract] | |
2020 | $ 229 |
2021 | 255 |
2022 | 261 |
2023 | 268 |
2024 | 275 |
Thereafter | 23 |
Total lease payments | 1,311 |
Less: imputed interest | (370) |
Recognition of additional liabilites | $ 941 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Notes payable under the Loan Agreement | $ 4,896 | $ 14,897 |
Short-term financing | 144 | 216 |
Accreted final payment | (1,132) | (600) |
Total notes payable | 6,172 | 15,713 |
Less: Current portion | $ (6,172) | (9,383) |
Total notes payable, net of current portion | $ 6,330 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - USD ($) | Mar. 24, 2017 | Oct. 28, 2016 | Mar. 31, 2017 | Oct. 31, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||||||||
Loan borrowed amount | $ 500,000 | $ 500,000 | $ 7,500,000 | |||||
Loan and Security Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Effective interest rate on note payable | 17.70% | |||||||
Loan and Security Agreement [Member] | LIBOR [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate floor | 0.50% | |||||||
Loan and Security Agreement [Member] | Horizon Technology Finance Corporation and Silicon Valley Bank [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Loan borrowed amount | $ 20,000,000 | |||||||
Debt instrument, interest rate floor | 10.50% | |||||||
Variable rate basis | one-month LIBOR | |||||||
Interest rate description | Each loan tranche bears interest at a floating rate equal to 10.5% plus the amount by which the one-month LIBOR exceeds 0.5%. | |||||||
Warrant exercise price condition | exercise price equal to the lower of (a) the volume weighted average price per share of the Company’s Class A Common Stock, as reported on the principal stock exchange on which the Company’s Class A Common Stock is listed, for 10 trading days prior to the issuance of the applicable Warrants or (b) the closing price of a share of the Company’s Class A Common Stock on the trading day prior to the issuance of the applicable Warrants | |||||||
Warrants expiration period | 7 years | |||||||
Minimum cash balance required in deposit account | $ 2,500 | |||||||
Additional default interest rate | 5.00% | |||||||
Costs incurred in connection with loan agreement | $ 700,000 | |||||||
Allocated fair value of warrants issued | $ 900,000 | 900,000 | ||||||
Interest expense related to loan agreement | $ 1,800,000 | $ 3,100,000 | $ 3,100,000 | |||||
Loan and Security Agreement [Member] | Horizon Technology Finance Corporation and Silicon Valley Bank [Member] | Prepayments for First 18 Months [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment penalty fee | 4.00% | |||||||
Loan and Security Agreement [Member] | Horizon Technology Finance Corporation and Silicon Valley Bank [Member] | Prepayments Thereafter [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment penalty fee | 2.00% | |||||||
Loan and Security Agreement [Member] | Horizon Technology Finance Corporation and Silicon Valley Bank [Member] | Tranche One [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Loan borrowed amount | $ 12,500,000 | |||||||
Debt instrument, payment terms | The Company borrowed the first tranche of $12.5 million upon close of the Loan Agreement in October 2016. The first tranche required only monthly interest payments until May 1, 2018 followed by equal monthly payments of principal plus accrued interest through the scheduled maturity date on May 1, 2020. | |||||||
Debt instrument, final payment | $ 800,000 | |||||||
Debt instrument, maturity date | May 1, 2020 | |||||||
Debt instrument, frequency of periodic Payment | monthly | |||||||
Warrants to purchase shares of common stock | 152,580 | |||||||
Exercise price of warrants | $ 6.39 | |||||||
Warrant shares percentage issued of loan amount | 6.00% | |||||||
Final payment, accrued additional interest expense | $ 800,000 | |||||||
Loan and Security Agreement [Member] | Horizon Technology Finance Corporation and Silicon Valley Bank [Member] | Tranche Two [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Loan borrowed amount | $ 7,500,000 | |||||||
Debt instrument, payment terms | The Company borrowed the second tranche of $7.5 million in March 2017. The second tranche requires only monthly interest payments until October 1, 2018, followed by equal monthly payments of principal plus accrued interest through the scheduled maturity date on October 1, 2020. | |||||||
Debt instrument, final payment | $ 500,000 | |||||||
Debt instrument, maturity date | Oct. 1, 2020 | |||||||
Debt instrument, frequency of periodic Payment | monthly | |||||||
Warrants to purchase shares of common stock | 38,006 | |||||||
Exercise price of warrants | $ 5.92 | |||||||
Warrant shares percentage issued of loan amount | 3.00% | 3.00% | ||||||
Final payment, accrued additional interest expense | $ 500,000 | |||||||
Loan and Security Agreement [Member] | Horizon Technology Finance Corporation and Silicon Valley Bank [Member] | Tranche Three [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Loan amount available for borrowing | $ 5,000,000 | |||||||
Tranches expiration date | Jun. 30, 2017 |
Notes Payable - Schedule of Pri
Notes Payable - Schedule of Principal Payments Due Under Terms of Loan Agreement (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
2020 | $ 5,041 |
Total | $ 5,041 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |
May 31, 2015 | Dec. 31, 2019 | Feb. 28, 2007 | |
Developmental and Regulatory Milestone Payment [Member] | Novo License Agreement [Member] | Maximum [Member] | |||
Commitments And Contingencies [Line Items] | |||
Potential milestone payment | $ 115,000,000 | ||
Sales-based Milestones Payment [Member] | Novo License Agreement [Member] | |||
Commitments And Contingencies [Line Items] | |||
Potential milestone payment | $ 75,000,000 | ||
Phase 2 MRCT [Member] | Collaborative Arrangements [Member] | |||
Commitments And Contingencies [Line Items] | |||
Maximum contribution amount to clinical trial | $ 3,000,000 | ||
Columbia University [Member] | |||
Commitments And Contingencies [Line Items] | |||
Annual fee obligated to pay under the agreement | $ 100,000 | ||
Annual fee payment obligation period | 2015 through 2021 | ||
Columbia University [Member] | Regulatory Milestone Payment [Member] | |||
Commitments And Contingencies [Line Items] | |||
Potential milestone payment | $ 800,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Millions | Mar. 24, 2017$ / sharesshares | Oct. 28, 2016$ / sharesshares | Dec. 31, 2019USD ($)Vote$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | Jul. 29, 2015$ / 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. | |||||
Change in fair value of consideration warrants expense | $ | $ 0.8 | $ (0.6) | $ (0.2) | |||
Loan and Security Agreement [Member] | Horizon Technology Finance Corporation and Silicon Valley Bank [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Warrant exercise price condition | exercise price equal to the lower of (a) the volume weighted average price per share of the Company’s Class A Common Stock, as reported on the principal stock exchange on which the Company’s Class A Common Stock is listed, for 10 trading days prior to the issuance of the applicable Warrants or (b) the closing price of a share of the Company’s Class A Common Stock on the trading day prior to the issuance of the applicable Warrants | |||||
Warrants expiration period | 7 years | |||||
Loan and Security Agreement [Member] | Horizon Technology Finance Corporation and Silicon Valley Bank [Member] | Tranche One [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Warrants to purchase shares of common stock | shares | 152,580 | |||||
Exercise price of warrants | $ / shares | $ 6.39 | |||||
Warrant shares percentage issued of loan amount | 6.00% | |||||
Loan and Security Agreement [Member] | Horizon Technology Finance Corporation and Silicon Valley Bank [Member] | Tranche Two [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Warrants to purchase shares of common stock | shares | 38,006 | |||||
Exercise price of warrants | $ / shares | $ 5.92 | |||||
Warrant shares percentage issued of loan amount | 3.00% | 3.00% | ||||
Class A Common Stock [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, shares authorized | shares | 100,000,000 | 100,000,000 | 100,000,000 | |||
Common stock par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common stock, vote per share | Vote | 1 | |||||
Class B Common Stock [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, shares authorized | shares | 100,000,000 | 100,000,000 | 100,000,000 | |||
Common stock par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common stock, vote per share | Vote | 1 |
Stockholders' Equity - Assumpti
Stockholders' Equity - Assumptions Used to Calculate Fair Value of Warrants (Detail) - Letter Agreement Warrants [Member] | Dec. 23, 2019yr | Sep. 26, 2019yr | Dec. 11, 2018yr | Jul. 30, 2018yr | Dec. 05, 2017yr |
Expected Volatility [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Measurement input | 110.41 | 110.35 | 104.46 | 95.29 | 90 |
Expected Life of Option, in Years [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Measurement input | 7 | 7 | 7 | 7 | 7 |
Risk-Free Interest Rate [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Measurement input | 1.84 | 1.65 | 2.77 | 2.94 | 2.80 |
Expected Dividend Yield [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||
Measurement input | 0 | 0 | 0 | 0 | 0 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interest - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Noncontrolling Interest [Line Items] | ||
Redemption amount of noncontrolling interest | $ 40.2 | $ 62.5 |
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 | |
Class A Common Stock [Member] | Exchange of Redeemable Non controlling Interest To Class A Common Stock [Member] | ||
Noncontrolling Interest [Line Items] | ||
Stock conversion ratio | 1 | |
vTv Therapeutics LLC [Member] | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling interest ownership percentage | 36.10% |
Redeemable Noncontrolling Int_4
Redeemable Noncontrolling Interest - Summary of Net Income Attributable to Vtv Therapeutics Inc (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Noncontrolling Interest [Abstract] | |||||||||||
Net loss attributable to vTv Therapeutics Inc. common shareholders | $ (5,033) | $ (4,115) | $ (2,882) | $ (5,883) | $ (1,830) | $ (796) | $ (3,072) | $ (2,952) | $ (17,913) | $ (8,650) | $ (16,144) |
Increase in vTv Therapeutics Inc. accumulated deficit for purchase of LLC Units as a result of common stock issuances | (17,971) | (19,456) | |||||||||
Change from net loss attributable to vTv Therapeutics Inc. common shareholders and transfers to noncontrolling interest | $ (35,884) | $ (28,106) | $ (16,144) |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2019shares | |
Class A Common Stock [Member] | Exchange of Redeemable Non controlling Interest To Class A Common Stock [Member] | |
Related Party Transaction [Line Items] | |
Stock conversion ratio | 1 |
MacAndrews & Forbes Incorporated [Member] | |
Related Party Transaction [Line Items] | |
Ownership percentage of majority owner | 83.50% |
Amount of cash savings percentage | 85.00% |
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. |
MacAndrews & Forbes Incorporated [Member] | Class B Common Stock [Member] | |
Related Party Transaction [Line Items] | |
Shares held by related party | 23,084,267 |
MacAndrews & Forbes Incorporated [Member] | Class A Common Stock [Member] | |
Related Party Transaction [Line Items] | |
Shares held by related party | 30,356,212 |
MacAndrews & Forbes Incorporated [Member] | Class A Common Stock [Member] | Exchange of Redeemable Non controlling Interest To Class A Common Stock [Member] | |
Related Party Transaction [Line Items] | |
Stock conversion ratio | 1 |
Related-Party Transactions - Su
Related-Party Transactions - Summary of Terms of Letter Agreements (Detail) - MacAndrews & Forbes Incorporated [Member] - Class A Common Stock [Member] - USD ($) $ / shares in Units, $ in Millions | Dec. 23, 2019 | Sep. 26, 2019 | Mar. 18, 2019 | Dec. 11, 2018 | Jul. 30, 2018 | Dec. 05, 2017 |
2017 Letter Agreement [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Aggregate dollar value to be sold under agreement | $ 10 | |||||
Specified purchase price per share | $ 4.38 | |||||
Expiration date of letter agreement | Dec. 5, 2018 | |||||
Shares available to be issued under related warrants | 198,267 | |||||
Exercise price of related warrants | $ 5.04 | |||||
Expiration date of related warrants | Dec. 5, 2024 | |||||
Total shares issued as of December 31, 2019 | 2,283,105 | |||||
2018 Letter Agreement [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Aggregate dollar value to be sold under agreement | $ 10 | $ 10 | ||||
Specified purchase price per share | $ 1.84 | $ 1.33 | ||||
Expiration date of letter agreement | Dec. 11, 2019 | Jul. 30, 2019 | ||||
Shares available to be issued under related warrants | 340,534 | 518,654 | ||||
Exercise price of related warrants | $ 2.12 | $ 1.53 | ||||
Expiration date of related warrants | Dec. 11, 2025 | Jul. 30, 2025 | ||||
Total shares issued as of December 31, 2019 | 5,434,783 | 7,518,797 | ||||
2019 Letter Agreement [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Aggregate dollar value to be sold under agreement | $ 10 | $ 10 | $ 9 | |||
Specified purchase price per share | $ 1.60 | $ 1.46 | $ 1.65 | |||
Expiration date of letter agreement | Dec. 23, 2020 | Sep. 26, 2020 | Mar. 18, 2020 | |||
Shares available to be issued under related warrants | 365,472 | 400,990 | ||||
Exercise price of related warrants | $ 1.84 | $ 1.68 | ||||
Expiration date of related warrants | Dec. 23, 2026 | Sep. 26, 2026 | ||||
Total shares issued as of December 31, 2019 | 6,849,316 | 5,454,546 | ||||
Remaining shares to be issued as of December 31, 2019 | 6,250,000 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
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 | $ 0.1 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Line Items] | |||
Income tax provision | $ 100,000 | $ 200,000 | $ 800,000 |
US statutory corporate income tax rate | 21.00% | 35.00% | |
Increase in valuation allowance | $ 2,900,000 | ||
Uncertain tax positions | 0 | ||
Increase decrease in uncertain tax position reasonably possible | 0 | ||
Federal [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 65,800,000 | ||
Net operating loss carryforwards, limitations on use | Approximately, $40.0 million of these carryforwards expire in varying amounts starting in 2035 to 2037, if not utilized and are available to offset 100% of future taxable income. The remaining $25.8 million may be carried forward indefinitely but are only available to offset 80% of future taxable income. The Company has federal research and development tax credits of $1.5 million which expire in varying amounts starting in 2035 to 2039. | ||
State and Local Jurisdiction [Member] | |||
Income Taxes [Line Items] | |||
Earliest open tax year | 2016 2017 2018 2019 | ||
Minimum [Member] | Federal [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards expiration date | 2035 | ||
Maximum [Member] | Federal [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards expiration date | 2037 | ||
Expire in 2035 to 2037 [Member] | Federal [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 40,000,000 | ||
Maximum percentage of taxable income limited to offset by net operating loss carryforwads. | 100.00% | ||
Indefinite [Member] | Federal [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 25,800,000 | ||
Maximum percentage of taxable income limited to offset by net operating loss carryforwads. | 80.00% | ||
Expire In 2035 to 2039 [Member] | Research And Development [Member] | Federal [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 1,500,000 | ||
Expire In 2035 to 2039 [Member] | Research And Development [Member] | Minimum [Member] | Federal [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards expiration date | 2035 | ||
Expire In 2035 to 2039 [Member] | Research And Development [Member] | Maximum [Member] | Federal [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards expiration date | 2039 | ||
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 ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
U.S. statutory tax benefit | $ (4,586,000) | $ (4,966,000) | $ (18,846,000) |
Partnership income (federal) not subject to tax to the Company | 1,868,000 | 3,346,000 | 13,475,000 |
Foreign withholding tax | 79,000 | 200,000 | 800,000 |
State taxes (net of federal benefit) | 134,000 | (224,000) | 55,000 |
Impact of the Tax Act | 5,847,000 | ||
Research and development tax credit | (231,000) | (1,122,000) | |
Other | (81,000) | (168,000) | |
Change in valuation allowance | 2,917,000 | 3,134,000 | (531,000) |
Provision for income taxes | $ 100,000 | $ 200,000 | $ 800,000 |
Effective income tax rate | (0.50%) | (0.80%) | (1.50%) |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets/(Liabilities) (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 14,540 | $ 11,400 |
R&D Tax Credit carryforwards | 1,517 | 1,349 |
Investment in partnerships liabilities | (511) | (122) |
Charitable contributions | 11 | 11 |
Total deferred tax assets | 15,557 | 12,638 |
Valuation allowance | $ (15,557) | $ (12,638) |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Restructuring And Related Activities [Abstract] | |||
Restructuring, initiation date | Dec. 11, 2018 | ||
Accrual and related expense related to severance benefits | $ 0.3 | $ 0.3 | |
Cash payments on severance benefits | $ 0.3 |
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, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | |||||||||||
Net loss | $ (6,882) | $ (5,960) | $ (5,114) | $ (3,982) | $ (2,328) | $ (1,961) | $ (9,596) | $ (9,960) | $ (21,938) | $ (23,845) | $ (54,647) |
Less: Net loss attributable to noncontrolling interests | (8,894) | (15,934) | (38,503) | ||||||||
Net loss attributable to vTv Therapeutics Inc. | $ (4,399) | $ (3,608) | $ (2,882) | $ (2,155) | $ (1,091) | $ (796) | $ (3,072) | $ (2,952) | (13,044) | (7,911) | (16,144) |
Less: Deemed distribution to related party (Note 13) | (4,869) | (739) | |||||||||
Net loss attributable to common shareholders of vTv Therapeutics Inc., basic and diluted | $ (17,913) | $ (8,650) | $ (16,144) | ||||||||
Class A Common Stock [Member] | |||||||||||
Denominator: | |||||||||||
Weighted-average vTv Therapeutics Inc. Class A Common Stock, basic and diluted | 30,292,030 | 12,449,236 | 9,693,254 | ||||||||
Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted | $ (0.13) | $ (0.13) | $ (0.10) | $ (0.26) | $ (0.10) | $ (0.06) | $ (0.31) | $ (0.30) | $ (0.59) | $ (0.69) | $ (1.67) |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Potentially Dilutive Securities Not Included in Calculation of Dilutive Net Loss per Share (Detail) - shares | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities not included in calculation of dilutive net loss per share | 33,901,534 | 30,752,664 | 27,786,936 | |
Class B Common Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities not included in calculation of dilutive net loss per share | [1] | 23,094,221 | 23,094,221 | 23,119,246 |
Common Stock Options Granted Under the Plan [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities not included in calculation of dilutive net loss per share | 2,531,143 | 1,767,503 | 1,960,732 | |
Restricted Stock Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities not included in calculation of dilutive net loss per share | 11,667 | 23,333 | 35,000 | |
Common Stock Options Granted Under the Letter Agreement [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities not included in calculation of dilutive net loss per share | 6,250,000 | 4,619,566 | 2,283,105 | |
Common Stock Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities not included in calculation of dilutive net loss per share | 2,014,503 | 1,248,041 | 388,853 | |
[1] | Shares of Class B Common Stock do not share in the Company’s earnings and are not participating securities. Accordingly, separate presentation of loss per share of Class B Common Stock under the two-class method has not been provided. Each share of Class B Common Stock (together with a corresponding vTv Unit) is exchangeable for one share of Class A Common Stock. |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) - Schedule of Quarterly Financial Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Data [Line Items] | |||||||||||
Revenues | $ 7 | $ 8 | $ 1,828 | $ 921 | $ 4,522 | $ 3,375 | $ 2,473 | $ 2,064 | $ 2,764 | $ 12,434 | $ 291 |
Operating loss | (6,388) | (5,425) | (4,792) | (4,287) | (351) | (1,481) | (8,858) | (9,134) | (20,892) | (19,824) | (50,682) |
Net loss before noncontrolling interest | (6,882) | (5,960) | (5,114) | (3,982) | (2,328) | (1,961) | (9,596) | (9,960) | (21,938) | (23,845) | (54,647) |
Net loss attributable to vTv Therapeutics Inc. | (4,399) | (3,608) | (2,882) | (2,155) | (1,091) | (796) | (3,072) | (2,952) | (13,044) | (7,911) | (16,144) |
Net loss attributable to vTv Therapeutics Inc. common shareholders | $ (5,033) | $ (4,115) | $ (2,882) | $ (5,883) | $ (1,830) | $ (796) | $ (3,072) | $ (2,952) | $ (17,913) | $ (8,650) | $ (16,144) |
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 | $ (0.13) | $ (0.13) | $ (0.10) | $ (0.26) | $ (0.10) | $ (0.06) | $ (0.31) | $ (0.30) | $ (0.59) | $ (0.69) | $ (1.67) |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Conclusions Reached Regarding Fair Value Measurements (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Significant Unobservable Inputs (Level 3) [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Balance at January 1 | $ 2,436 | $ 492 | $ 167 |
Net Change in fair value included in earnings | (827) | 638 | 190 |
Purchases / Issuance | 992 | 1,306 | 302 |
Sales / Repurchases | (167) | ||
Balance at December 31, | 2,601 | 2,436 | 492 |
Significant Unobservable Inputs (Level 3) [Member] | Warrant Liability, Related Party [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Balance at January 1 | 2,436 | 492 | |
Net Change in fair value included in earnings | (827) | 638 | 190 |
Purchases / Issuance | 992 | 1,306 | 302 |
Balance at December 31, | 2,601 | 2,436 | 492 |
Significant Unobservable Inputs (Level 3) [Member] | Common Stock Warrants [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Balance at January 1 | 167 | ||
Sales / Repurchases | $ (167) | ||
Fair Value, Measurements, Recurring [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Total | 2,601 | 2,436 | |
Fair Value, Measurements, Recurring [Member] | Warrant Liability, Related Party [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Total | 2,601 | 2,436 | |
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Total | 2,601 | 2,436 | |
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Warrant Liability, Related Party [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Total | $ 2,601 | $ 2,436 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
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 of Financial Instr_5
Fair Value of Financial Instruments - Summary of Significant Inputs Utilized in the Valuation of 2018 and 2019 Agreement Warrants (Detail) - 2018 and 2019 Agreement Warrants [Member] | Dec. 31, 2019 | Dec. 31, 2018 |
Minimum [Member] | Expected Volatility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Inputs utilized in the valuation of warrants | 1.1076 | 1.0853 |
Minimum [Member] | Risk-Free Interest Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Inputs utilized in the valuation of warrants | 0.0169 | 0.0259 |
Maximum [Member] | Expected Volatility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Inputs utilized in the valuation of warrants | 1.2383 | 1.1504 |
Maximum [Member] | Risk-Free Interest Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Inputs utilized in the valuation of warrants | 0.0183 | 0.0269 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - Class A Common Stock [Member] - MacAndrews & Forbes Incorporated [Member] - December Letter Agreement [Member] $ / shares in Units, $ in Millions | Jan. 01, 2020USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Warrants to purchase shares of common stock | shares | 2,500,000 |
Exercise price of warrants | $ / shares | $ 1.60 |
Funding received | $ | $ 4 |