Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 05, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | VTVT | |
Entity Registrant Name | vTv Therapeutics Inc. | |
Entity Central Index Key | 0001641489 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity File Number | 001-37524 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-3916571 | |
Entity Address, Address Line One | 3980 Premier Dr, Suite 310 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Address, Postal Zip Code | 27265 | |
Entity Address, City or Town | High Point | |
Entity Address, State or Province | NC | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Title of 12(b) Security | Class A common stock, par value $0.01 per share | |
Security Exchange Name | NASDAQ | |
City Area Code | 336 | |
Local Phone Number | 841-0300 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 44,680,189 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 23,094,221 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 406 | $ 1,777 |
Restricted cash and cash equivalents | 2,500 | |
Accounts receivable, net | 5 | 5 |
Prepaid expenses and other current assets | 591 | 806 |
Current deposits | 250 | |
Total current assets | 3,502 | 2,838 |
Restricted cash and cash equivalents, long-term | 2,500 | 2,500 |
Property and equipment, net | 434 | 461 |
Operating lease right-of-use assets | 529 | 543 |
Long-term investments | 2,480 | 2,480 |
Long-term deposits | 444 | 444 |
Total assets | 7,389 | 9,266 |
Current liabilities: | ||
Accounts payable and accrued expenses | 7,395 | 7,068 |
Current portion of operating lease liabilities | 136 | 110 |
Current portion of contract liabilities | 31 | 31 |
Current portion of notes payable | 4,408 | 6,172 |
Total current liabilities | 11,970 | 13,381 |
Contract liabilities, net of current portion | 1,025 | 1,033 |
Operating lease liabilities, net of current portion | 795 | 831 |
Warrant liability, related party | 2,964 | 2,601 |
Other liabilities | 260 | 260 |
Total liabilities | 17,014 | 18,106 |
Commitments and contingencies | ||
Redeemable noncontrolling interest | 52,196 | 40,183 |
Stockholders’ deficit: | ||
Additional paid-in capital | 190,200 | 183,858 |
Accumulated deficit | (252,700) | (233,522) |
Total stockholders’ deficit attributable to vTv Therapeutics Inc. | (61,821) | (49,023) |
Total liabilities, redeemable noncontrolling interest and stockholders’ deficit | 7,389 | 9,266 |
Class A Common Stock [Member] | ||
Stockholders’ deficit: | ||
Common stock value | 447 | 409 |
Total stockholders’ deficit attributable to vTv Therapeutics Inc. | 447 | 409 |
Class B Common Stock [Member] | ||
Stockholders’ deficit: | ||
Common stock value | 232 | 232 |
Total stockholders’ deficit attributable to vTv Therapeutics Inc. | $ 232 | $ 232 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Class A Common Stock [Member] | ||
Common stock par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares outstanding | 44,680,189 | 40,918,522 |
Class B Common Stock [Member] | ||
Common stock par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares outstanding | 23,094,221 | 23,094,221 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue | $ 8 | $ 921 |
Operating expenses: | ||
Research and development | 4,204 | 2,822 |
General and administrative | 2,450 | 2,386 |
Total operating expenses | 6,654 | 5,208 |
Operating loss | (6,646) | (4,287) |
Other (expense) income – related party | (363) | 921 |
Interest income | 12 | 10 |
Interest expense | (168) | (626) |
Loss before income taxes and noncontrolling interest | (7,165) | (3,982) |
Income tax provision | 0 | 0 |
Net loss before noncontrolling interest | (7,165) | (3,982) |
Less: net loss attributable to noncontrolling interest | (2,441) | (1,827) |
Net loss attributable to vTv Therapeutics Inc. | (4,724) | (2,155) |
Net loss attributable to vTv Therapeutics Inc. common shareholders | $ (4,724) | $ (5,883) |
Class A Common Stock [Member] | ||
Operating expenses: | ||
Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted | $ (0.11) | $ (0.26) |
Weighted-average number of vTv Therapeutics Inc. Class A Common Stock, basic and diluted | 43,462,551 | 22,862,907 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Redeemable Noncontrolling Interest and Stockholders' Deficit - (Unaudited) - 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, 2018 | $ (82,853) | $ 203 | $ 232 | $ 150,595 | $ (233,883) | |
Beginning balance, redeemable noncontrolling interest at Dec. 31, 2018 | $ 62,482 | |||||
Beginning balance, shares at Dec. 31, 2018 | 20,347,065 | 23,094,221 | ||||
Net loss | (2,155) | (1,827) | (2,155) | |||
Share-based compensation | 281 | 281 | ||||
Issuance of Class A Common Stockunder 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 | 6,000 | $ 33 | 5,967 | |||
Issuance of Class A Common Stock to a related party under the Letter Agreements, shares | 3,260,868 | |||||
Vesting of restricted stock units, shares | 11,666 | |||||
Change in redemption value of noncontrolling interest | 15,549 | (15,549) | 15,549 | |||
Ending balance at Mar. 31, 2019 | (57,735) | $ 273 | $ 232 | 162,249 | (220,489) | |
Ending balance, redeemable noncontrolling interest at Mar. 31, 2019 | 45,106 | |||||
Ending balance, shares at Mar. 31, 2019 | 27,255,963 | 23,094,221 | ||||
Beginning balance at Dec. 31, 2019 | (49,023) | $ 409 | $ 232 | 183,858 | (233,522) | |
Beginning balance, redeemable noncontrolling interest at Dec. 31, 2019 | 40,183 | |||||
Beginning balance, shares at Dec. 31, 2019 | 40,918,522 | 23,094,221 | ||||
Net loss | (4,724) | (2,441) | (4,724) | |||
Share-based compensation | 380 | 380 | ||||
Issuance of Class A Common Stock to a related party under the Letter Agreements | 6,000 | $ 38 | 5,962 | |||
Issuance of Class A Common Stock to a related party under the Letter Agreements, shares | 3,750,000 | |||||
Vesting of restricted stock units, shares | 11,667 | |||||
Change in redemption value of noncontrolling interest | (14,454) | 14,454 | (14,454) | |||
Ending balance at Mar. 31, 2020 | (61,821) | $ 447 | $ 232 | $ 190,200 | $ (252,700) | |
Ending balance, redeemable noncontrolling interest at Mar. 31, 2020 | $ 52,196 | $ 52,196 | ||||
Ending balance, shares at Mar. 31, 2020 | 44,680,189 | 23,094,221 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss before noncontrolling interest | $ (7,165) | $ (3,982) |
Adjustments to reconcile net loss before noncontrolling interest to net cash used in operating activities: | ||
Depreciation expense | 27 | 8 |
Share-based compensation expense | 380 | 281 |
Change in fair value of warrants, related party | 363 | (921) |
Amortization of debt discount | 47 | 185 |
Changes in assets and liabilities: | ||
Prepaid expenses and other assets | 465 | 1,337 |
Accounts payable and accrued expenses | 331 | (1,445) |
Contract liabilities | (8) | (913) |
Net cash used in operating activities | (5,560) | (5,450) |
Cash flows from financing activities: | ||
Proceeds from issuance of Class A Common Stock to a related party under the Letter Agreements | 6,000 | 6,000 |
Proceeds from issuance of Class A Common Stock, net of offering costs | 5,443 | |
Repayment of notes payable | (1,811) | (2,717) |
Net cash provided by financing activities | 4,189 | 8,726 |
Net (decrease) increase in cash, cash equivalents and restricted cash and cash equivalents | (1,371) | 3,276 |
Total cash, cash equivalents and restricted cash and cash equivalents, beginning of period | 4,277 | 4,183 |
Total cash, cash equivalents and restricted cash and cash equivalents, end of period | 2,906 | 7,459 |
Non-cash activities: | ||
Change in redemption value of noncontrolling interest | (14,454) | 15,549 |
Redeemable Noncontrolling Interest [Member] | ||
Non-cash activities: | ||
Change in redemption value of noncontrolling interest | $ 14,454 | $ (15,549) |
Description of Business, Basis
Description of Business, Basis of Presentation and Going Concern | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of Business, Basis of Presentation and Going Concern | Note 1: Description of Business, Basis of Presentation and Going Concern Description of Business vTv Therapeutics Inc. (the “Company,” the “Registrant,” “we” or “us”) was incorporated in the state of Delaware in April 2015. The Company is a 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 Condensed Consolidated Financial Statements. As of March 31, 2020, various holders own non-voting interests in vTv LLC, representing a 34.1% economic interest in vTv LLC, effectively restricting vTv Therapeutics Inc.’s interest to 65.9% of vTv LLC’s economic results, subject to increase in the future, should vTv Therapeutics Inc. purchase additional non-voting common units (“vTv Units”) of vTv LLC, or should the holders of vTv Units decide to exchange such units (together with shares of Class B Common Stock) for shares of Class A Common Stock (or cash) pursuant to the Exchange Agreement (as defined in Note 9). vTv Therapeutics Inc. has provided financial and other support to vTv LLC in the form of its purchase of vTv Units with the net proceeds of the Company’s initial public offering (“IPO”) in 2015 and its registered direct offering in March 2019, 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, dated as of December 5, 2017, July 30, 2018, December 11, 2018, March 18, 2019, September 26, 2019 and December 23, 2019 with MacAndrews and Forbes Group LLC (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 our drug candidates will require additional financing. From its inception through March 31, 2020, the Company has funded its operations primarily through a combination of private placements of common and preferred equity, research collaboration agreements, upfront and milestone payments for license agreements, debt and equity financings and the completion of its IPO in August 2015. As of March 31, 2020, the Company had an accumulated deficit of $252.7 million and has generated net losses in each year of its existence. As of March 31, 2020, the Company’s liquidity sources included cash and cash equivalents of $0.4 million and $4.0 million of remaining funds available under the Letter Agreements. In connection with the amendment to the Company’s Loan Agreement on April 1, 2020, the Company is no longer required to maintain a minimum cash balance until July 1, 2020 and is required to make payments of interest only during this time. This will provide additional funding to the Company on a short-term basis. See Note 14 for further details. Based on the Company’s current operating plan, management believes that its current cash and cash equivalents and the remaining funds available under the Letter Agreements will allow the Company to meet its liquidity requirements into June 2020, which is less than twelve months from the issuance of these Condensed Consolidated Financial Statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company is evaluating several financing strategies to provide continued funding which may include additional direct equity investments or future public offerings of our common stock. The timing and availability of such financing is 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 Condensed 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. The full extent to which the COVID-19 outbreak / pandemic will directly or indirectly impact our business, results of operations and financial condition, including licensing revenues, expenses, reserves and allowances, manufacturing, clinical trials, research and development costs and employee-related amounts will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat COVID-19, as well as the economic impact on local, regional, national and international suppliers and markets. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Unaudited Interim Financial Information The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying Condensed Consolidated Balance Sheet as of March 31, 2020, Condensed Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019, Condensed Consolidated Statement of Changes in Redeemable Noncontrolling Interest and Stockholders’ Deficit for the three months ended March 31, 2020 and 2019 and Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019 are unaudited. These unaudited financial statements have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements should be read in conjunction with the audited financial statements and the accompanying notes for the year ended December 31, 2019 contained in the Company’s Annual Report on Form 10-K. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) necessary to state fairly the Company’s financial position as of March 31, 2020, the results of operations for the three months ended March 31, 2020 and 2019 and cash flows for the three months ended March 31, 2020 and 2019. The December 31, 2019 Condensed Consolidated Balance Sheet included herein was derived from the audited financial statements but does not include all disclosures or notes required by GAAP for complete financial statements. The financial data and other information disclosed in these notes to the financial statements related to the three months ended March 31, 2020 and 2019 are unaudited. Interim results are not necessarily indicative of results for an entire year. The Company does not have any components of other comprehensive income recorded within its Condensed Consolidated Financial Statements, and, therefore, does not separately present a statement of comprehensive income in its Condensed Consolidated Financial Statements. 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 the Class B Common Stock, the useful lives of property and equipment, the fair value of derivative liabilities, 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. Two customers represented 100% of the revenue earned during the three months ended March 31, 2019. Revenue for the three months ended March 31, 2020 was insignificant. Cash and Cash Equivalents The Company considers any highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. Restricted Cash and Cash Equivalents Restricted cash and cash equivalents as of March 31, 2020 and December 31, 2019 was $2.5 million at each date. These amounts relate to the minimum balance that the Company must maintain in a deposit account that is pledged to secure the Loan Agreement and is subject to an account control agreement pursuant to the Loan Agreement. The following table provides a reconciliation of cash, cash equivalents and restricted cash and cash equivalents reported within the Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019 that sum to the total of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows (in thousands): March 31, 2020 December 31, 2019 Cash and cash equivalents $ 406 $ 1,777 Restricted cash and cash equivalents 2,500 — Restricted cash and cash equivalents, long-term — 2,500 Total cash, cash equivalents and restricted cash and cash equivalents shown in the consolidated statement of cash flows $ 2,906 $ 4,277 Investments In connection with the license agreement with Reneo Pharmaceuticals, Inc. (“Reneo”) (the “Reneo License Agreement”) common stock representing a minority equity interest in Reneo No adjustments were made to the value of the Company’s investment in Reneo for the three months ended March 31, 2020 and 2019 either due to impairment or based on observable price changes. Revenue Recognition The Company uses the revenue recognition guidance established by ASC Topic 606, “Revenue From Contracts With Customers” (“ASC Topic 606”). 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. Research and Development Major components of research and development costs include cash and share-based compensation, costs of preclinical studies, clinical trials and related clinical manufacturing, costs of drug development, costs of materials and supplies, regulatory and compliance costs, fees paid to consultants and other entities that conduct certain research and development activities on the Company’s behalf, facilities costs, and overhead costs. 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 Condensed 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. Recently Issued Accounting Pronouncements There have been no recently accounting pronouncements which are expected to have a material impact on the Company’s financial statements. |
Collaboration Agreements
Collaboration Agreements | 3 Months Ended |
Mar. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaboration Agreements | Note 3: Collaboration Agreements Reneo License Agreement T he Company is party to 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 ) agonist program, including the compound HPP593 , for therapeutic, prophylactic or diagnostic application in humans. The Company has fully allocated the transaction price to the license and the technology transfer services, which represents a single combined performance obligation because they were not capable of being distinct on their own. The revenue related to this performance obligation was recognized on a straight-line basis over the technology transfer service period. The revenue related to this performance obligation has been fully recognized as of March 31, 2020. No revenue related to this performance obligation was recognized for the three months ended March 31, 2020. For the three months ended March 31, 2019, the Company recognized revenue related to this performance obligation of $0.9 million. There have been no adjustments to the transaction price for this performance obligation during the three months ended March 31, 2020 and 2019. Huadong License Agreement The Company is party to a License Agreement with Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd. (“Huadong”) (the “Huadong License Agreement”), under which Huadong obtained an exclusive and sublicensable license to develop and commercialize the Company’s glucagon-like peptide-1 receptor agonist (“GLP-1r”) program, including the compound TTP273 Under the Huadong License Agreement, the Company is also responsible for conducting 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 The significant performance obligations under this license agreement 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 (the “JDC”), and (v) other obligations considered to be de minimis in nature. The Company has determined that the license and technology transfer services related to the chemistry and manufacturing know-how represent a combined performance obligation because they were not capable of being distinct on their own. The Company 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 recognized the revenue related to this combined performance obligation using the straight-line method over the transfer service period. The revenue related to this combined performance obligation has been fully recognized as of March 31, 2020. No revenue related to this combined performance obligation was recognized during the three months ended March 31, 2020 and 2019. The portion of the transaction price allocated to the obligation to sponsor and conduct a portion of the Phase 2 MRCT was $1.0 million and remained deferred as of March 31, 2020. Revenue for this performance obligation will be recognized using the proportional performance model over the period during which the Company conducts the Phase 2 MRCT trial. Since the Company has not yet begun the Phase 2 MRCT trial, no revenue for this performance obligation has yet been recognized. The expectation of when, or if, the Phase 2 MRCT trial will begin remains indeterminate. The portion of the transaction price allocated to 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 remained deferred as of March 31, 2020 and revenue will be recognized using the proportional performance model over the period of the Company’s participation on the JDC. The unrecognized amount of the transaction price allocated to this performance obligation as of March 31, 2020 was $0.1 million. An immaterial amount of revenue for this performance obligation has been recognized during the three months ended March 31, 2020 and 2019. There have been no adjustments to the transaction price for the performance obligations under the Huadong License Agreement during the three months ended March 31, 2020 and 2019. Newsoara License Agreement The Company is party to a license agreement with (“Newsoara”) (the “Newsoara License Agreement”) phosphodiesterase type 4 inhibitors (“PDE4”) program, including the compound HPP737 , in China, Hong Kong, Macau, Taiwan and other pacific rim countries The Company has fully allocated the transaction price to the license and the technology transfer services which represents a single performance obligation because they were not capable of being distinct on their own. The Company recognized revenue for this performance obligation using the straight-line method over the transfer service period. The revenue for this performance obligation has been fully recognized as of March 31, 2020. No revenue related to this performance obligation was recognized during the three months ended March 31, 2020 and 2019. JDRF Agreement In August 2017, the Company entered into a research and collaboration agreement with JDRF International (the “JDRF Agreement”) to support the funding of the Simplici-T1 Study, a Phase 2 study to explore the effects of TTP399 TTP399 Payments that the Company receives from JDRF under this agreement will be 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 March 31, 2020, the Company had received funding under this agreement of $2.7 million. Research and development costs have been offset by a total of $2.7 million over the course of this agreement. Contract Liabilities Contract liabilities related to the Company’s collaboration agreements consisted of the following (in thousands): March 31, 2020 December 31, 2019 Current portion of contract liabilities $ 31 $ 31 Contract liabilities, net of current portion 1,025 1,033 Total contract liabilities $ 1,056 $ 1,064 The change in the Company’s contract liabilities for the three months ended March 31, 2020 of an immaterial amount was due to the recognition of amounts included in the contract liability at the beginning of the period. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | Note 4: Share-Based Compensation The Company has issued non-qualified stock option awards to certain employees of the Company. These option awards vest ratably over a three-year period and the option awards expire after a term of ten years from the date of grant. As of March 31, 2020, the Company had total unrecognized stock-based compensation expense for its outstanding stock option awards of approximately $1.2 million, which is expected to be recognized over a weighted average period of 1.8 years. There were no stock option awards granted during the three months ended March 31, 2020. The weighted average grant date fair value of option grants during the three months ended March 31, 2019 was $1.97 per option. The aggregate intrinsic value of the in-the-money awards outstanding at March 31, 2020 was a de minimis 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: For the Three Months Ended March 31, 2019 Expected volatility 115.29% - 115.88% Expected life of option, in years 6.0 Risk-free interest rate 2.47% - 2.64% Expected dividend yield 0.00% The following table summarizes the activity related to the stock option awards for the three months ended March 31, 2020: Number of Shares Weighted- Average Exercise Price Awards outstanding at December 31, 2019 2,531,143 $ 6.19 Granted — — Forfeited — — Awards outstanding at March 31, 2020 2,531,143 $ 6.19 Options exercisable at March 31, 2020 1,821,596 $ 7.70 Weighted average remaining contractual term 6.7 Years Options vested and expected to vest at March 31, 2020 2,461,037 $ 6.31 Weighted average remaining contractual term 7.2 Years The following table summarizes the activity related to the RSU awards for the three months ended March 31, 2020: Number of Shares Weighted- Average Grant Date Fair Value Awards outstanding at December 31, 2019 11,667 $ 5.81 Vested (11,667 ) 5.81 Awards outstanding at March 31, 2020 — $ — RSUs expected to vest at March 31, 2020 — $ — Compensation expense related to the grants of stock options and RSUs is included in research and development and general and administrative expense as follows (in thousands): Three Months Ended March 31, 2020 2019 Research and development $ 133 $ 65 General and administrative 247 216 Total share-based compensation expense $ 380 $ 281 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 5: Notes Payable Notes payable consist of the following (in thousands): March 31, 2020 December 31, 2019 Notes payable under the Loan Agreement $ 3,229 $ 4,896 Short-term financing — 144 Accreted final payment 1,179 1,132 Total notes payable 4,408 6,172 Less: Current portion (4,408 ) (6,172 ) Total notes payable, net of current portion $ — $ — 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. On April 1, 2020, the Company entered into an amendment to the Loan Agreement which extended the maturity dates of the loans and adjusted the minimum cash balance requirements (the “April Amendment”). The details of the April Amendment have been incorporated into these disclosures and are more fully described below and in Note 14. Each loan tranche bears interest at a floating rate equal to 10.5% plus the amount by which the one-month London Interbank Offer Rate (“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 originally 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 connection with the April Amendment, the maturity date of the first tranche was extended to August 1, 2020. In addition, a final payment for the first tranche loan equal to $0.8 million originally due on May 1, 2020 was extended to August 1, 2020 as part of the April Amendment, 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 required 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 connection with the April Amendment, the maturity date of the second tranche was extended to January 1, 2021. In addition, a final payment for the second tranche loan equal to $0.5 million was originally due on October 1, 2020, or such earlier date specified in the Loan Agreement. In connection with the April Amendment, the due date for this final payment was extended to January 1, 2021, or such earlier date specified in the Loan Agreement, and the total amount of the payment was increased to $0.6 million. For each of the first and second tranches, the April Amendment requires only monthly interest payments on the outstanding principal balance for the amounts due on April 1, 2020, May 1, 2020 and June 1, 2020. Beginning with the amounts due on July 1, 2020, the Company will resume payment of the principal portion of these loans in accordance with the original amounts due If the Company repays all or a portion of the loan prior to the applicable maturity dates, as amended, it will pay the Lenders a prepayment penalty fee, based on a percentage of the then outstanding principal balance equal to 2.0%. The Company’s obligations under the Loan Agreement are secured by a first priority security interest in substantially all of its assets. The Company has 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 for the period beginning April 1, 2020 and ending June 30, 2020. Beginning July 1, 2020, until the repayment of the full amounts due under the Loan Agreement, the Company must maintain a minimum cash balance equal to the lesser of (i) $1.0 million or (ii) the then-current aggregate outstanding principal balance of the loans. The costs incurred in connection with the Loan Agreement, 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 Condensed Consolidated Balance Sheet as of March 31, 2020 and December 31, 2019. These costs will be recognized as interest expense over the term of the first tranche using the effective interest method. The final payments for the first and second loan tranches are accrued as additional interest expense, using the effective interest method, over the term of the relevant tranche. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6: Commitments and Contingencies Legal Matters From time to time, the Company is involved in various legal proceedings arising in the normal course of business. If a specific contingent liability is determined to be probable and can be reasonably estimated, the Company accrues and discloses the amount. The Company is not currently a party to any material legal proceedings. Novo Nordisk In February 2007, the Company entered into an Agreement 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. If conducted, 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 in patients with type 2 diabetes and will be designed to satisfy the requirements of the China Food and Drug Administration necessary in order for Huadong to begin a Phase 3 clinical trial in China. vTv LLC will be responsible for contributing up to $3.0 million in connection with the Phase 2 MRCT. The expectation of when, or if, the Phase 2 MRCT trial will begin remains indeterminate. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | Note 7: 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 each of March 31, 2020 and December 31, 2019, the weighted average incremental borrowing rate for the operating leases held by the Company was 13.1%. At March 31, 2020 and December 31, 2019, the weighted average remaining lease terms for the operating leases held by the Company were 4.8 years and 5.1 years, respectively. Maturities of lease liabilities for the Company’s operating leases as of March 31, 2020 were as follows (in thousands): 2020 (remaining nine months) $ 187 2021 255 2022 261 2023 268 2024 275 Thereafter 23 Total lease payments 1,269 Less: imputed interest (338 ) Present value of lease liabilities $ 931 Operating lease cost and the related operating cash flows for the three months ended March 31, 2020 and 2019 were immaterial amounts. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest | 3 Months Ended |
Mar. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | Note 8: Redeemable Noncontrolling Interest The Company is subject to the Exchange Agreement with respect to the vTv Units representing the 34.1% noncontrolling interest in vTv LLC outstanding as of March 31, 2020 (see Note 9). 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 March 31, 2020 and December 31, 2019, the redeemable noncontrolling interest was recorded based on the redemption value as of the balance sheet date of $52.2 million and $40.2 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: For the Three Months Ended March 31, 2020 2019 Net loss attributable to vTv Therapeutics Inc. common shareholders $ (4,724 ) $ (5,883 ) Increase in vTv Therapeutics Inc. accumulated deficit for purchase of LLC Units as a result of common stock issuances (2,423 ) (7,429 ) Change from net loss attributable to vTv Therapeutics Inc. common shareholders and transfers to noncontrolling interest $ (7,147 ) $ (13,312 ) |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 9: Related-Party Transactions MacAndrews & Forbes Incorporated As of March 31, 2020, subsidiaries and affiliates of MacAndrews & Forbes Incorporated (collectively “MacAndrews”) indirectly controlled 23,084,267 shares of the Company’s Class B Common Stock and 34,106,212 shares of the Company’s Class A Common Stock. As a result, MacAndrews’ holdings represent approximately 84.4% 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 table below: December 11, 2018 Letter Agreement March 18, 2019 Letter Agreement September 26, 2019 Letter Agreement December 23, 2019 Letter Agreement Aggregate dollar value to be sold under agreement $10.0 million $9.0 million $10.0 million $10.0 million Specified purchase price per share $ 1.84 $ 1.65 $ 1.46 $ 1.60 Expiration date of letter agreement December 11, 2019 March 18, 2020 September 26, 2020 December 23, 2020 Shares available to be issued under related warrants 340,534 — 400,990 365,472 Exercise price of related warrants $ 2.12 $ — $ 1.68 $ 1.84 Expiration date of related warrants December 11, 2025 September 26, 2026 December 23, 2026 Total shares issued as of March 31, 2020 5,434,783 5,454,546 6,849,316 3,750,000 Remaining shares to be issued as of March 31, 2020 — — — 2,500,000 The March 18, 2019 Letter Agreement resulted in a deemed distribution to MacAndrews of $3.7 million. This deemed distribution was the result of the fair value of the financial instruments issued to MacAndrews exceeding the fair value of the financial instrument received by the Company. This deemed distribution has been reflected as an increase to the net loss attributable to common shareholders of vTv Therapeutics Inc. for computing net loss per share. The Letter Agreement Warrants have been recorded as warrant liability, related party within the Company’s Condensed 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. Exchange Agreement The Company and MacAndrews are party to an exchange agreement (the “Exchange Agreement”) pursuant to which the vTv Units (along with a corresponding number of shares of the Class B Common Stock) are exchangeable for (i) shares of the Company’s Class A Common Stock on a one-for-one basis or (ii) cash (based on the fair market value of the 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. Any decision to require an exchange for cash rather than shares of Class A Common Stock will ultimately be determined by the entire board of directors of vTv Therapeutics Inc. (the “Board of Directors”). As of March 31, 2020, MacAndrews had not exchanged any shares under the provisions of this agreement. Tax Receivable Agreement The Company and MacAndrews are party to a tax receivable agreement (the “Tax Receivable Agreement”), which provides for the payment by the Company to M&F TTP Holdings Two LLC (“M&F”), as successor in interest to vTv Therapeutics Holdings, LLC (“vTv Therapeutics Holdings”), and M&F TTP Holdings LLC (or certain of its transferees or other assignees) of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the Company actually realizes (or, in some circumstances, the Company is deemed to realize) as a result of (a) the exchange of Class B Common Stock, together with the corresponding number of vTv Units, for shares of the Company’s Class A Common Stock (or for cash), (b) tax benefits related to imputed interest deemed to be paid by the Company as a result of the Tax Receivable Agreement and (c) certain tax benefits attributable to payments under the Tax Receivable Agreement. As no shares have been exchanged by MacAndrews pursuant to the Exchange Agreement (discussed above), the Company has not recognized any liability nor has it made any payments pursuant to the Tax Receivable Agreement as of March 31, 2020. 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. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10: Income Taxes The Company is subject to U.S. federal income taxes as well as state taxes. The Company did not record an income tax provision for the three months ended March 31, 2020 and 2019. Management has evaluated the positive and negative evidence surrounding the realization of its deferred tax assets, including the Company’s history of losses, and under the applicable accounting standards determined that it is more-likely-than-not that the deferred tax assets will not be realized. The difference between the effective tax rate of the Company and the U.S. statutory tax rate of 21% at March 31, 2020 is due to the valuation allowance against the Company’s expected net operating losses. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was enacted in response to the COVID-19 outbreak / pandemic. The CARES Act made various tax law changes including among other things (i) increased the limitation under IRC Section 163(j) for 2019 and 2020 to permit additional expensing of interest (ii) enacted a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k) and (iii) made modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years in order to generate a refund of previously paid income taxes. The Company is currently evaluating the impact of the CARES Act but does not expect it to have a material impact on its financial statements as the Company has historically generated federal net operating losses and maintains a full valuation allowance against its deferred tax assets. As discussed in Note 9, 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 March 31, 2020. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Note 11: Net Loss per Share Basic loss per share is computed by dividing net loss attributable to vTv Therapeutics Inc. by the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted loss per share is computed giving effect to all potentially dilutive shares. Diluted loss per share for all periods presented is the same as basic loss per share as the inclusion of potentially issuable shares would be antidilutive. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of Class A Common Stock is as follows (in thousands, except share and per share amounts): For the Three Months Ended March 31, 2020 2019 Numerator: Net loss $ (7,165 ) $ (3,982 ) Less: Net loss attributable to noncontrolling interests (2,441 ) (1,827 ) Net loss attributable to vTv Therapeutics Inc. (4,724 ) (2,155 ) Less: Deemed distribution to related party (Note 9) — (3,728 ) Net loss attributable to common shareholders of vTv Therapeutics Inc., basic and diluted (4,724 ) (5,883 ) Denominator: Weighted-average vTv Therapeutics Inc. Class A Common Stock, basic and diluted 43,462,551 22,862,907 Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted $ (0.11 ) $ (0.26 ) Potentially dilutive securities not included in the calculation of diluted net loss per share are as follows: March 31, 2020 March 31, 2019 Class B Common Stock (1) 23,094,221 23,094,221 Common stock options granted under the Plan 2,531,143 2,665,860 Restricted stock units — 11,667 Common stock options granted under Letter Agreements 2,500,000 6,813,244 Common stock warrants 2,014,503 1,248,041 Total 30,139,867 33,833,033 (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. |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2020 | |
Restructuring And Related Activities [Abstract] | |
Restructuring | Note 12: 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. During the three months ended March 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. No such amounts were paid nor was any expense recognized related to restructuring activities during the three months ended March 31, 2020. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 13: 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. During the three months ended March 31, 2020, there were 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 was not 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 March 31, 2020 and December 31, 2019 (in thousands): Balance at March 31, 2020 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) $ 2,964 $ — $ — $ 2,964 Total $ 2,964 $ — $ — $ 2,964 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 (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 the valuation. Changes in Level 3 instruments for the three months ended March 31, Balance at January 1 Net Change in fair value included in earnings Purchases / Issuance Sales / Repurchases Balance at March 31, 2020 Warrant liability, related party $ 2,601 $ 363 $ — $ — $ 2,964 Total $ 2,601 $ 363 $ — $ — $ 2,964 2019 Warrant liability, related party $ 2,436 $ (921 ) $ — $ — $ 1,515 Total $ 2,436 $ (921 ) $ — $ — $ 1,515 During the three months ended March 31, 2020 and 2019, the Company recognized a loss of $0.4 million and a gain of $0.9 million, respectively related to the change in fair value of the Letter Agreement Warrants. These amounts were recognized as a component of other (expense) income – related party in the Condensed Consolidated Statements of Operations. Significant inputs utilized in the valuation of the Letter Agreement Warrants as of March 31, 2020 and [December 31, 2019] were: March 31, 2020 December 31, 2019 Expected volatility 115.04% - 130.17% 110.76% - 123.83% Risk-free interest rate 0.36% - 0.53% 1.69% - 1.83% Changes in the unobservable inputs noted above would impact the amount of the liability for the Letter Agreement 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 | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14: Subsequent Events On April 1, 2020, the Company entered into the April Amendment of the Loan Agreement. The April Amendment provides for a three-month extension in the maturity date of both of the first and second tranches to August 1, 2020 and January 1, 2021, respectively. Further, the Second Amendment requires only monthly interest payments on the outstanding principal balance for the amounts due on April 1, 2020, May 1, 2020 and June 1, 2020. Beginning with the amounts due on July 1, 2020, the Company will resume payment of the principal portion of these loans in accordance with the original amounts due. The April Amendment also temporarily eliminates the requirement for the Company to maintain a minimum cash balance for the period beginning April 1, 2020 and ending June 30, 2020. Beginning July 1, 2020, until the repayment of the full amounts due under the Loan Agreement, the Company must maintain a minimum cash balance equal to the lesser of (i) $1.0 million or (ii) the then-current aggregate outstanding principal balance of the loans. As consideration for these amendments, the final payment for the second tranche, due upon maturity, has been increased by approximately $0.2 million. On April 24, 2020, the Company entered into a Controlled Equity Offering SM |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying Condensed Consolidated Balance Sheet as of March 31, 2020, Condensed Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019, Condensed Consolidated Statement of Changes in Redeemable Noncontrolling Interest and Stockholders’ Deficit for the three months ended March 31, 2020 and 2019 and Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019 are unaudited. These unaudited financial statements have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements should be read in conjunction with the audited financial statements and the accompanying notes for the year ended December 31, 2019 contained in the Company’s Annual Report on Form 10-K. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) necessary to state fairly the Company’s financial position as of March 31, 2020, the results of operations for the three months ended March 31, 2020 and 2019 and cash flows for the three months ended March 31, 2020 and 2019. The December 31, 2019 Condensed Consolidated Balance Sheet included herein was derived from the audited financial statements but does not include all disclosures or notes required by GAAP for complete financial statements. The financial data and other information disclosed in these notes to the financial statements related to the three months ended March 31, 2020 and 2019 are unaudited. Interim results are not necessarily indicative of results for an entire year. The Company does not have any components of other comprehensive income recorded within its Condensed Consolidated Financial Statements, and, therefore, does not separately present a statement of comprehensive income in its Condensed Consolidated Financial Statements. |
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 the Class B Common Stock, the useful lives of property and equipment, the fair value of derivative liabilities, 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. Two customers represented 100% of the revenue earned during the three months ended March 31, 2019. Revenue for the three months ended March 31, 2020 was insignificant. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers any highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. |
Restricted Cash and Cash Equivalents | Restricted Cash and Cash Equivalents Restricted cash and cash equivalents as of March 31, 2020 and December 31, 2019 was $2.5 million at each date. These amounts relate to the minimum balance that the Company must maintain in a deposit account that is pledged to secure the Loan Agreement and is subject to an account control agreement pursuant to the Loan Agreement. The following table provides a reconciliation of cash, cash equivalents and restricted cash and cash equivalents reported within the Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019 that sum to the total of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows (in thousands): March 31, 2020 December 31, 2019 Cash and cash equivalents $ 406 $ 1,777 Restricted cash and cash equivalents 2,500 — Restricted cash and cash equivalents, long-term — 2,500 Total cash, cash equivalents and restricted cash and cash equivalents shown in the consolidated statement of cash flows $ 2,906 $ 4,277 |
Investments | Investments In connection with the license agreement with Reneo Pharmaceuticals, Inc. (“Reneo”) (the “Reneo License Agreement”) common stock representing a minority equity interest in Reneo No adjustments were made to the value of the Company’s investment in Reneo for the three months ended March 31, 2020 and 2019 either due to impairment or based on observable price changes. |
Revenue Recognition | Revenue Recognition The Company uses the revenue recognition guidance established by ASC Topic 606, “Revenue From Contracts With Customers” (“ASC Topic 606”). 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. |
Research and Development | Research and Development Major components of research and development costs include cash and share-based compensation, costs of preclinical studies, clinical trials and related clinical manufacturing, costs of drug development, costs of materials and supplies, regulatory and compliance costs, fees paid to consultants and other entities that conduct certain research and development activities on the Company’s behalf, facilities costs, and overhead costs. 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 Condensed 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. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements There have been no recently accounting pronouncements which are expected to have a material impact on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 and cash equivalents reported within the Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019 that sum to the total of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows (in thousands): March 31, 2020 December 31, 2019 Cash and cash equivalents $ 406 $ 1,777 Restricted cash and cash equivalents 2,500 — Restricted cash and cash equivalents, long-term — 2,500 Total cash, cash equivalents and restricted cash and cash equivalents shown in the consolidated statement of cash flows $ 2,906 $ 4,277 |
Collaboration Agreements (Table
Collaboration Agreements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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): March 31, 2020 December 31, 2019 Current portion of contract liabilities $ 31 $ 31 Contract liabilities, net of current portion 1,025 1,033 Total contract liabilities $ 1,056 $ 1,064 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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: For the Three Months Ended March 31, 2019 Expected volatility 115.29% - 115.88% Expected life of option, in years 6.0 Risk-free interest rate 2.47% - 2.64% Expected dividend yield 0.00% |
Summary of Stock Award Activity for the Period | The following table summarizes the activity related to the stock option awards for the three months ended March 31, 2020: Number of Shares Weighted- Average Exercise Price Awards outstanding at December 31, 2019 2,531,143 $ 6.19 Granted — — Forfeited — — Awards outstanding at March 31, 2020 2,531,143 $ 6.19 Options exercisable at March 31, 2020 1,821,596 $ 7.70 Weighted average remaining contractual term 6.7 Years Options vested and expected to vest at March 31, 2020 2,461,037 $ 6.31 Weighted average remaining contractual term 7.2 Years |
Summary of Activity Related to RSU Awards | The following table summarizes the activity related to the RSU awards for the three months ended March 31, 2020: Number of Shares Weighted- Average Grant Date Fair Value Awards outstanding at December 31, 2019 11,667 $ 5.81 Vested (11,667 ) 5.81 Awards outstanding at March 31, 2020 — $ — RSUs expected to vest at March 31, 2020 — $ — |
Summary of Compensation Expense Related to Grants of Stock Options and RSUs | Compensation expense related to the grants of stock options and RSUs is included in research and development and general and administrative expense as follows (in thousands): Three Months Ended March 31, 2020 2019 Research and development $ 133 $ 65 General and administrative 247 216 Total share-based compensation expense $ 380 $ 281 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consist of the following (in thousands): March 31, 2020 December 31, 2019 Notes payable under the Loan Agreement $ 3,229 $ 4,896 Short-term financing — 144 Accreted final payment 1,179 1,132 Total notes payable 4,408 6,172 Less: Current portion (4,408 ) (6,172 ) Total notes payable, net of current portion $ — $ — |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of Maturities of Lease Liabilities for Operating Leases | Maturities of lease liabilities for the Company’s operating leases as of March 31, 2020 were as follows (in thousands): 2020 (remaining nine months) $ 187 2021 255 2022 261 2023 268 2024 275 Thereafter 23 Total lease payments 1,269 Less: imputed interest (338 ) Present value of lease liabilities $ 931 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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: For the Three Months Ended March 31, 2020 2019 Net loss attributable to vTv Therapeutics Inc. common shareholders $ (4,724 ) $ (5,883 ) Increase in vTv Therapeutics Inc. accumulated deficit for purchase of LLC Units as a result of common stock issuances (2,423 ) (7,429 ) Change from net loss attributable to vTv Therapeutics Inc. common shareholders and transfers to noncontrolling interest $ (7,147 ) $ (13,312 ) |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Summary of Terms of Letter Agreements | Certain terms of these Letter Agreements are set forth in the table below: December 11, 2018 Letter Agreement March 18, 2019 Letter Agreement September 26, 2019 Letter Agreement December 23, 2019 Letter Agreement Aggregate dollar value to be sold under agreement $10.0 million $9.0 million $10.0 million $10.0 million Specified purchase price per share $ 1.84 $ 1.65 $ 1.46 $ 1.60 Expiration date of letter agreement December 11, 2019 March 18, 2020 September 26, 2020 December 23, 2020 Shares available to be issued under related warrants 340,534 — 400,990 365,472 Exercise price of related warrants $ 2.12 $ — $ 1.68 $ 1.84 Expiration date of related warrants December 11, 2025 September 26, 2026 December 23, 2026 Total shares issued as of March 31, 2020 5,434,783 5,454,546 6,849,316 3,750,000 Remaining shares to be issued as of March 31, 2020 — — — 2,500,000 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 (in thousands, except share and per share amounts): For the Three Months Ended March 31, 2020 2019 Numerator: Net loss $ (7,165 ) $ (3,982 ) Less: Net loss attributable to noncontrolling interests (2,441 ) (1,827 ) Net loss attributable to vTv Therapeutics Inc. (4,724 ) (2,155 ) Less: Deemed distribution to related party (Note 9) — (3,728 ) Net loss attributable to common shareholders of vTv Therapeutics Inc., basic and diluted (4,724 ) (5,883 ) Denominator: Weighted-average vTv Therapeutics Inc. Class A Common Stock, basic and diluted 43,462,551 22,862,907 Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted $ (0.11 ) $ (0.26 ) |
Schedule of Potentially Dilutive Securities not Included in Calculation of Diluted Net Loss per Share | Potentially dilutive securities not included in the calculation of diluted net loss per share are as follows: March 31, 2020 March 31, 2019 Class B Common Stock (1) 23,094,221 23,094,221 Common stock options granted under the Plan 2,531,143 2,665,860 Restricted stock units — 11,667 Common stock options granted under Letter Agreements 2,500,000 6,813,244 Common stock warrants 2,014,503 1,248,041 Total 30,139,867 33,833,033 (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. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 and December 31, 2019 (in thousands): Balance at March 31, 2020 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) $ 2,964 $ — $ — $ 2,964 Total $ 2,964 $ — $ — $ 2,964 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 (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 the valuation. Changes in Level 3 instruments for the three months ended March 31, Balance at January 1 Net Change in fair value included in earnings Purchases / Issuance Sales / Repurchases Balance at March 31, 2020 Warrant liability, related party $ 2,601 $ 363 $ — $ — $ 2,964 Total $ 2,601 $ 363 $ — $ — $ 2,964 2019 Warrant liability, related party $ 2,436 $ (921 ) $ — $ — $ 1,515 Total $ 2,436 $ (921 ) $ — $ — $ 1,515 |
Assumptions Used to Calculate Fair Value of Warrants | Significant inputs utilized in the valuation of the Letter Agreement Warrants as of March 31, 2020 and [December 31, 2019] were: March 31, 2020 December 31, 2019 Expected volatility 115.04% - 130.17% 110.76% - 123.83% Risk-free interest rate 0.36% - 0.53% 1.69% - 1.83% |
Description of Business, Basi_2
Description of Business, Basis of Presentation and Going Concern - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Accumulated deficit | $ (252,700) | $ (233,522) |
Cash and cash equivalents | 406 | $ 1,777 |
Amount remaining under letter agreement | $ 4,000 | |
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 | 34.10% | |
Percentage of non-voting economic interest of vTv Therapeutics Inc in vTv LLC | 65.90% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019Customer | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Restricted cash and cash equivalents, long-term | $ | $ 2,500 | $ 2,500 | |
Revenue [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of customers | Customer | 2 | ||
Revenue [Member] | Customer [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 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 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 406 | $ 1,777 | ||
Restricted cash and cash equivalents | 2,500 | |||
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 | $ 2,906 | $ 4,277 | $ 7,459 | $ 4,183 |
Collaboration Agreements - Addi
Collaboration Agreements - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | |
Aug. 31, 2017 | Mar. 31, 2020 | Mar. 31, 2019 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Research and development | $ 4,204,000 | $ 2,822,000 | |
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] | |||
Collaboration revenue recognized | 0 | 900,000 | |
Adjustments to transaction price for performance obligations | 0 | 0 | |
Collaborative Arrangements [Member] | Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd. [Member] | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Adjustments to transaction price for performance obligations | 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 | $ 0 | |
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] | 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 | 2,700,000 | ||
Research and development | $ 2,700,000 |
Collaboration Agreements - Summ
Collaboration Agreements - Summary of Contract Liabilities Related to Company's Collaboration Agreements (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Deferred Revenue Disclosure [Abstract] | ||
Current portion of contract liabilities | $ 31 | $ 31 |
Contract liabilities, net of current portion | 1,025 | 1,033 |
Total contract liabilities | $ 1,056 | $ 1,064 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-qualified stock option awards vesting period | 3 years | |
Non-qualified stock option awards expiration term | 10 years | |
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 for outstanding stock option awards | $ 1.2 | |
Weighted average period to recognize unrecognized share-based compensation cost | 1 year 9 months 18 days | |
Weighted average grant date fair value of options granted | $ 1.97 |
Share-Based Compensation - Assu
Share-Based Compensation - Assumptions Used to Estimate Fair Value of Stock Option Awards Granted (Detail) | 3 Months Ended |
Mar. 31, 2019 | |
Schedule of Share Based Compensation Valuation Assumptions [Line Items] | |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Schedule of Share Based Compensation Valuation Assumptions [Line Items] | |
Expected volatility | 115.29% |
Risk-free interest rate | 2.47% |
Maximum [Member] | |
Schedule of Share Based Compensation Valuation Assumptions [Line Items] | |
Expected volatility | 115.88% |
Expected life of option, in years | 6 years |
Risk-free interest rate | 2.64% |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Award Activity for the Period (Detail) | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Share Based Arrangements To Obtain Goods And Services [Abstract] | |
Number of Shares, Awards outstanding, Beginning balance | shares | 2,531,143 |
Number of Shares, Awards outstanding, Ending balance | shares | 2,531,143 |
Number of Shares, Options exercisable | shares | 1,821,596 |
Number of Shares, Options exercisable, Weighted average remaining contractual term | 6 years 8 months 12 days |
Number of Shares, Options vested and expected to vest | shares | 2,461,037 |
Number of Shares, Options vested and expected to vest, Weighted average remaining contractual term | 7 years 2 months 12 days |
Weighted-Average Exercise Price, Awards outstanding, Beginning balance | $ 6.19 |
Weighted-Average Exercise Price, Granted | |
Weighted-Average Exercise Price, Forfeited | |
Weighted-Average Exercise Price, Awards outstanding, Ending balance | 6.19 |
Weighted-Average Exercise Price, Options exercisable | 7.70 |
Weighted-Average Exercise Price, Options vested and expected to vest | $ 6.31 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Activity Related to RSU Awards (Detail) - Restricted Stock Units [Member] | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Awards outstanding, Beginning balance | shares | 11,667 |
Number of Shares, Vested | shares | (11,667) |
Weighted-Average Grant Date Fair Value, Awards outstanding, Beginning balance | $ / shares | $ 5.81 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | $ 5.81 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Compensation Expense Related to Grants of Stock Options and RSUs (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense | $ 380 | $ 281 |
Research and Development [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense | 133 | 65 |
General and Administrative [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense | $ 247 | $ 216 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Notes payable under the Loan Agreement | $ 3,229 | $ 4,896 |
Short-term financing | 144 | |
Accreted final payment | (1,179) | (1,132) |
Total notes payable | 4,408 | 6,172 |
Less: Current portion | $ (4,408) | $ (6,172) |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - Loan and Security Agreement [Member] - USD ($) | Apr. 01, 2020 | Mar. 31, 2017 | Oct. 31, 2016 | Mar. 31, 2020 | Dec. 31, 2019 | Jul. 01, 2020 |
Subsequent Event [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Minimum cash balance required in deposit account | $ 1,000,000 | |||||
Tranche One [Member] | Subsequent Event [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, maturity date | Aug. 1, 2020 | |||||
Tranche Two [Member] | Subsequent Event [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, maturity date | Jan. 1, 2021 | |||||
LIBOR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate floor | 0.50% | |||||
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 London Interbank Offer Rate (“LIBOR”) exceeds 0.5%. | |||||
Prepayment penalty fee | 2.00% | |||||
Minimum cash balance required in deposit account | $ 2,500,000 | |||||
Debt instrument covenant description | Beginning July 1, 2020, until the repayment of the full amounts due under the Loan Agreement, the Company must maintain a minimum cash balance equal to the lesser of (i) $1.0 million or (ii) the then-current aggregate outstanding principal balance of the loans. | |||||
Additional default interest rate | 5.00% | |||||
Allocated fair value of warrants issued | $ 900,000 | $ 900,000 | ||||
Horizon Technology Finance Corporation and Silicon Valley Bank [Member] | Subsequent Event [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Minimum cash balance required in deposit account | $ 1,000,000 | |||||
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 originally 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 | |||||
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 required 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 | |||||
Horizon Technology Finance Corporation and Silicon Valley Bank [Member] | Tranche One And Two [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, payment terms | the total amount of the payment was increased to $0.6 million. For each of the first and second tranches, the April Amendment requires only monthly interest payments on the outstanding principal balance for the amounts due on April 1, 2020, May 1, 2020 and June 1, 2020. Beginning with the amounts due on July 1, 2020, the Company will resume payment of the principal portion of these loans in accordance with the original amounts due | |||||
Debt instrument, final payment | $ 600,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Mar. 31, 2020 | 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 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 | |
Lessee Lease Description [Line Items] | |||
Operating lease right-of-use assets | $ 529 | $ 543 | |
Operating lease liabilites | $ 931 | ||
Weighted average incremental borrowing rate | 13.10% | 13.10% | |
Remaining operating lease term | 4 years 9 months 18 days | 5 years 1 month 6 days | |
ASC Topic 842 [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating lease right-of-use assets | $ 300 | ||
Operating lease liabilites | $ 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 | Mar. 31, 2020USD ($) |
Operating Lease Liabilities Payments Due [Abstract] | |
2020 (remaining nine months) | $ 187 |
2021 | 255 |
2022 | 261 |
2023 | 268 |
2024 | 275 |
Thereafter | 23 |
Total lease payments | 1,269 |
Less: imputed interest | (338) |
Present value of lease liabilities | $ 931 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interest - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Noncontrolling Interest [Line Items] | ||
Redemption amount of noncontrolling interest | $ 52.2 | $ 40.2 |
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 | 34.10% |
Redeemable Noncontrolling Int_4
Redeemable Noncontrolling Interest - Summary of Net Income Attributable to Vtv Therapeutics Inc (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Noncontrolling Interest [Abstract] | ||
Net loss attributable to vTv Therapeutics Inc. common shareholders | $ (4,724) | $ (5,883) |
Increase in vTv Therapeutics Inc. accumulated deficit for purchase of LLC Units as a result of common stock issuances | (2,423) | (7,429) |
Change from net loss attributable to vTv Therapeutics Inc. common shareholders and transfers to noncontrolling interest | $ (7,147) | $ (13,312) |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) $ in Thousands | Mar. 18, 2019USD ($) | Mar. 31, 2020shares | Mar. 31, 2019USD ($) |
Related Party Transaction [Line Items] | |||
Deemed distribution to related party | $ | $ 3,728 | ||
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 | 84.40% | ||
Deemed distribution to related party | $ | $ 3,700 | ||
Amount of cash savings percentage | 85.00% | ||
Description of tax receivable agreement | The Company and MacAndrews are party to a tax receivable agreement (the “Tax Receivable Agreement”), which provides for the payment by the Company to M&F TTP Holdings Two LLC (“M&F”), as successor in interest to vTv Therapeutics Holdings, LLC (“vTv Therapeutics Holdings”), and M&F TTP Holdings LLC (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 | shares | 23,084,267 | ||
MacAndrews & Forbes Incorporated [Member] | Class A Common Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Shares held by related party | shares | 34,106,212 | ||
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 |
2018 Letter Agreement [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Aggregate dollar value to be sold under agreement | $ 10 | |||
Specified purchase price per share | $ 1.84 | |||
Expiration date of letter agreement | Dec. 11, 2019 | |||
Shares available to be issued under related warrants | 340,534 | |||
Exercise price of related warrants | $ 2.12 | |||
Expiration date of related warrants | Dec. 11, 2025 | |||
Total shares issued as of March 31, 2020 | 5,434,783 | |||
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 March 31, 2020 | 3,750,000 | 6,849,316 | 5,454,546 | |
Remaining shares to be issued as of March 31, 2020 | 2,500,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Taxes [Line Items] | ||
Income tax provision | $ 0 | $ 0 |
US statutory corporate income tax rate | 21.00% | |
M&F TTP Holdings LLC [Member] | ||
Income Taxes [Line Items] | ||
Amount of cash savings percentage | 85.00% |
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 | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator: | ||
Net loss | $ (7,165) | $ (3,982) |
Less: Net loss attributable to noncontrolling interests | (2,441) | (1,827) |
Net loss attributable to vTv Therapeutics Inc. | (4,724) | (2,155) |
Less: Deemed distribution to related party (Note 9) | (3,728) | |
Net loss attributable to common shareholders of vTv Therapeutics Inc., basic and diluted | $ (4,724) | $ (5,883) |
Class A Common Stock [Member] | ||
Denominator: | ||
Weighted-average vTv Therapeutics Inc. Class A Common Stock, basic and diluted | 43,462,551 | 22,862,907 |
Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted | $ (0.11) | $ (0.26) |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Potentially Dilutive Securities not Included in Calculation of Diluted Net Loss per Share (Detail) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in calculation of dilutive net loss per share | 30,139,867 | 33,833,033 |
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 | 23,094,221 | 23,094,221 |
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 | 2,665,860 |
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 | |
Common Stock Options Granted Under Letter Agreements [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 | 2,500,000 | 6,813,244 |
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 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Restructuring And Related Activities [Abstract] | |
Restructuring, initiation date | Dec. 11, 2018 |
Cash payments on severance benefits | $ 300 |
Severance expense | $ 0 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Conclusions Reached Regarding Fair Value Measurements (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Significant Unobservable Inputs (Level 3) [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Balance at January 1 | $ 2,601 | $ 2,436 | |
Net Change in fair value included in earnings | 363 | (921) | |
Balance at March 31, | 2,964 | 1,515 | |
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 | 2,601 | 2,436 | |
Net Change in fair value included in earnings | 363 | (921) | |
Balance at March 31, | 2,964 | $ 1,515 | |
Fair Value, Measurements, Recurring [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Total | 2,964 | $ 2,601 | |
Fair Value, Measurements, Recurring [Member] | Warrant Liability, Related Party [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Total | 2,964 | 2,601 | |
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Total | 2,964 | 2,601 | |
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 | $ 2,964 | $ 2,601 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Letter Agreement Warrants [Member] | ||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Change in fair value of agreement warrants loss (gain) | $ 0.4 | $ (0.9) |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Assumptions Used to Calculate Fair Value of Warrants (Detail) - Letter Agreement Warrants [Member] | Mar. 31, 2020 | Dec. 31, 2019 |
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 | 115.04 | 110.76 |
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 | 0.36 | 1.69 |
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 | 130.17 | 123.83 |
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 | 0.53 | 1.83 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Apr. 24, 2020 | Apr. 01, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Class A Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock par value | $ 0.01 | $ 0.01 | ||
Subsequent Event [Member] | Class A Common Stock [Member] | Cantor Fitzgerald [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock par value | $ 0.01 | |||
Subsequent Event [Member] | Class A Common Stock [Member] | Cantor Fitzgerald [Member] | Maximum [Member] | ||||
Subsequent Event [Line Items] | ||||
Percentage of commision payment | 3.00% | |||
Subsequent Event [Member] | Class A Common Stock [Member] | Cantor Fitzgerald [Member] | Maximum [Member] | ATM Offering [Member] | ||||
Subsequent Event [Line Items] | ||||
Aggregate offering price | $ 13,000,000 | |||
Subsequent Event [Member] | Loan and Security Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Minimum cash balance required in deposit account | $ 1,000,000 | |||
Subsequent Event [Member] | Tranche One [Member] | Loan and Security Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, maturity date | Aug. 1, 2020 | |||
Subsequent Event [Member] | Tranche Two [Member] | Loan and Security Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, maturity date | Jan. 1, 2021 | |||
Increase in final interest payment | $ 200,000 |