Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 08, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-37524 | |
Entity Registrant Name | vTv Therapeutics Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-3916571 | |
Entity Address, Address Line One | 3980 Premier Dr | |
Entity Address, Address Line Two | Suite 310 | |
Entity Address, City or Town | High Point | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 27265 | |
City Area Code | 336 | |
Local Phone Number | 841-0300 | |
Title of 12(b) Security | Class A common stock, par value $0.01 per share | |
Trading Symbol | VTVT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001641489 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 2,432,857 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 577,349 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 45,526 | $ 9,446 |
Accounts receivable | 306 | 102 |
Prepaid expenses and other current assets | 303 | 1,044 |
Current deposits | 65 | 65 |
Total current assets | 46,200 | 10,657 |
Property and equipment, net | 72 | 117 |
Operating lease right-of-use assets | 186 | 244 |
Total assets | 46,458 | 11,018 |
Current liabilities: | ||
Accounts payable and accrued expenses | 6,791 | 10,242 |
Current portion of operating lease liabilities | 177 | 169 |
Current portion of contract liabilities | 17 | 17 |
Current portion of notes payable | 0 | 191 |
Total current liabilities | 6,985 | 10,619 |
Contract liabilities, net of current portion | 18,669 | 18,669 |
Operating lease liabilities, net of current portion | 79 | 169 |
Total liabilities | 26,021 | 29,567 |
Commitments and contingencies | ||
Redeemable noncontrolling interest | 0 | 6,131 |
Stockholders’ equity (deficit): | ||
Additional paid-in capital | 307,746 | 256,335 |
Accumulated deficit | (291,301) | (281,042) |
Total stockholders’ equity (deficit) attributable to vTv Therapeutics Inc. | 16,475 | (24,680) |
Noncontrolling interest | 3,962 | 0 |
Total stockholders’ equity (deficit) | 20,437 | (24,680) |
Total liabilities, redeemable noncontrolling interest and stockholders’ equity (deficit) | 46,458 | 11,018 |
Related Party | ||
Current liabilities: | ||
Warrant liability, related party | 158 | 110 |
Nonrelated Party | ||
Current liabilities: | ||
Warrant liability, related party | 130 | 0 |
Class A Common Stock | ||
Stockholders’ equity (deficit): | ||
Common stock value | 24 | 21 |
Class B Common Stock | ||
Stockholders’ equity (deficit): | ||
Common stock value | $ 6 | $ 6 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 | Nov. 20, 2023 | May 04, 2021 |
Common stock par value (in usd per share) | $ 0.01 | |||
Class A Common Stock | ||||
Common stock par value (in usd per share) | $ 0.01 | $ 0.01 | ||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, shares outstanding (in shares) | 2,432,857 | 2,084,973 | ||
Class B Common Stock | ||||
Common stock par value (in usd per share) | $ 0.01 | $ 0.01 | ||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | |
Common stock, shares outstanding (in shares) | 577,349 | 577,349 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - Unaudited - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Revenue | $ 0 | $ 0 | $ 1,000,000 | $ 0 | |
Operating expenses: | |||||
Research and development | 3,439,000 | 4,691,000 | 6,088,000 | 8,633,000 | |
General and administrative | 3,716,000 | 3,309,000 | 7,694,000 | 6,794,000 | |
Total operating expenses | 7,155,000 | 8,000,000 | 13,782,000 | 15,427,000 | |
Operating loss | (7,155,000) | (8,000,000) | (12,782,000) | (15,427,000) | |
Interest income | 553,000 | 153,000 | 632,000 | 253,000 | |
Interest expense | 0 | (2,000) | 0 | (2,000) | |
Loss before income taxes and noncontrolling interest | (6,409,000) | (7,211,000) | (12,328,000) | (12,985,000) | |
Income tax provision | 0 | 0 | 100,000 | 0 | |
Net loss before noncontrolling interest | (6,409,000) | (7,211,000) | (12,428,000) | (12,985,000) | |
Less: net loss attributable to noncontrolling interest | (1,229,000) | (1,592,000) | (2,383,000) | (2,867,000) | |
Net loss attributable to vTv Therapeutics Inc. | (5,180,000) | (5,619,000) | (10,045,000) | (10,118,000) | |
Net loss attributable to vTv Therapeutics Inc. common shareholders | (5,180,000) | (5,619,000) | (10,045,000) | (10,118,000) | |
Nonrelated Party | |||||
Operating expenses: | |||||
Other income, net | 72,000 | 335,000 | 72,000 | 2,126,000 | |
Related Party | |||||
Operating expenses: | |||||
Other income, net | $ 121,000 | $ 303,000 | $ (250,000) | $ 65,000 | |
Class A Common Stock | |||||
Operating expenses: | |||||
Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic (in usd per share) | [1] | $ (0.81) | $ (2.69) | $ (1.97) | $ (4.85) |
Net loss per share of vTv Therapeutics Inc. Class A Common Stock, diluted (in usd per share) | [1] | $ (0.81) | $ (2.69) | $ (1.97) | $ (4.85) |
Weighted-average number of vTv Therapeutics Inc. Class A Common Stock, basic (in shares) | [1] | 6,403,444 | 2,084,973 | 5,098,877 | 2,084,973 |
Weighted-average number of vTv Therapeutics Inc. Class A Common Stock, diluted (in shares) | [1] | 6,403,444 | 2,084,973 | 5,098,877 | 2,084,973 |
[1] (*) Adjusted retroactively for reverse stock split |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Redeemable Noncontrolling Interest and Stockholders' Deficit - Unaudited - USD ($) $ in Thousands | Total | Redeemable Noncontrolling Interest | Class A Common Stock | Class B Common Stock | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Additional Paid-in Capital | Additional Paid-in Capital Class A Common Stock | Accumulated Deficit | Total vTv Therapeutics Inc Stockholders’ Equity (Deficit) | Noncontrolling Interest | ||||
Beginning balance at Dec. 31, 2022 | $ 16,579 | ||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||||||||||
Change in redemption value of noncontrolling interest | $ 5,167 | 5,167 | |||||||||||||
Net loss attributable to vTv Therapeutics Inc. | (2,867) | ||||||||||||||
Ending balance at Jun. 30, 2023 | 18,879 | ||||||||||||||
Beginning balance, shares (in shares) at Dec. 31, 2022 | 2,084,973 | 577,349 | |||||||||||||
Beginning balance at Dec. 31, 2022 | (10,740) | $ 21 | $ 6 | $ 254,757 | $ (265,524) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss attributable to vTv Therapeutics Inc. | (10,118) | (10,118) | |||||||||||||
Change in redemption value of noncontrolling interest | (5,167) | (5,167) | |||||||||||||
Share-based compensation | 742 | 742 | |||||||||||||
Ending balance, shares (in shares) at Jun. 30, 2023 | [1] | 2,084,973 | 577,349 | ||||||||||||
Ending balance at Jun. 30, 2023 | (25,283) | $ 21 | [1] | $ 6 | [1] | 255,499 | [1] | (280,809) | |||||||
Beginning balance at Mar. 31, 2023 | 19,600 | ||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||||||||||
Change in redemption value of noncontrolling interest | 871 | ||||||||||||||
Net loss attributable to vTv Therapeutics Inc. | (1,592) | ||||||||||||||
Ending balance at Jun. 30, 2023 | 18,879 | ||||||||||||||
Beginning balance, shares (in shares) at Mar. 31, 2023 | [1] | 2,084,973 | 577,349 | ||||||||||||
Beginning balance at Mar. 31, 2023 | (19,192) | $ 21 | [1] | $ 6 | [1] | 255,100 | [1] | (274,319) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss attributable to vTv Therapeutics Inc. | (5,619) | (5,619) | |||||||||||||
Change in redemption value of noncontrolling interest | (871) | (871) | |||||||||||||
Share-based compensation | 399 | 399 | [1] | ||||||||||||
Ending balance, shares (in shares) at Jun. 30, 2023 | [1] | 2,084,973 | 577,349 | ||||||||||||
Ending balance at Jun. 30, 2023 | (25,283) | $ 21 | [1] | $ 6 | [1] | 255,499 | [1] | (280,809) | |||||||
Beginning balance at Dec. 31, 2023 | 6,131 | 6,131 | |||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||||||||||
Net loss attributable to redeemable noncontrolling interest | [2] | (1,085) | |||||||||||||
Change in redemption value of noncontrolling interest | (214) | 214 | |||||||||||||
Reclassification of redeemable noncontrolling interest to permanent equity | 5,260 | (5,260) | $ 5,260 | ||||||||||||
Ending balance at Jun. 30, 2024 | 0 | 0 | |||||||||||||
Beginning balance, shares (in shares) at Dec. 31, 2023 | 2,084,973 | 577,349 | 2,084,973 | 577,349 | |||||||||||
Beginning balance at Dec. 31, 2023 | (24,680) | $ 21 | $ 6 | 256,335 | (281,042) | $ (24,680) | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss attributable to vTv Therapeutics Inc. | (10,045) | (10,045) | (10,045) | ||||||||||||
Change in redemption value of noncontrolling interest | (214) | (214) | (214) | ||||||||||||
Reclassification of redeemable noncontrolling interest to permanent equity | 5,260 | (5,260) | 5,260 | ||||||||||||
Share-based compensation | 1,079 | 1,079 | 1,079 | ||||||||||||
Issuance of Class A common stock and prefunded warrants, net offering costs (in shares) | 347,884 | ||||||||||||||
Issuance of Class A common stock and pre-funded warrants, net offering costs | 50,335 | $ 3 | $ 50,332 | 50,335 | |||||||||||
Net loss attributable to noncontrolling interest | (1,298) | (1,298) | |||||||||||||
Ending balance, shares (in shares) at Jun. 30, 2024 | 2,432,857 | 577,349 | 2,432,857 | 577,349 | |||||||||||
Ending balance at Jun. 30, 2024 | 20,437 | $ 24 | $ 6 | 307,746 | (291,301) | 16,475 | 3,962 | ||||||||
Ending balance at Jun. 30, 2024 | 0 | $ 0 | |||||||||||||
Beginning balance, shares (in shares) at Mar. 31, 2024 | 2,432,857 | 577,349 | |||||||||||||
Beginning balance at Mar. 31, 2024 | 25,987 | $ 24 | $ 6 | 306,887 | (286,121) | 20,796 | 5,191 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss attributable to vTv Therapeutics Inc. | (5,180) | (5,180) | (5,180) | ||||||||||||
Share-based compensation | 859 | 859 | 859 | ||||||||||||
Net loss attributable to noncontrolling interest | (1,229) | (1,229) | |||||||||||||
Ending balance, shares (in shares) at Jun. 30, 2024 | 2,432,857 | 577,349 | 2,432,857 | 577,349 | |||||||||||
Ending balance at Jun. 30, 2024 | $ 20,437 | $ 24 | $ 6 | $ 307,746 | $ (291,301) | $ 16,475 | $ 3,962 | ||||||||
[1] (*) Adjusted retroactively for reverse stock split (*) Allocation of NCI net loss was a result from the reclassification to permanent equity on February 27, 2024 (See Note 7) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - Unaudited - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net loss before noncontrolling interest | $ (12,428) | $ (12,985) |
Adjustments to reconcile net loss before noncontrolling interest to net cash used in operating activities: | ||
Depreciation expense | 45 | 45 |
Loss from promissory note early redemption | 0 | 313 |
Non-cash interest income | 0 | (100) |
Share-based compensation expense | 1,079 | 742 |
Change in fair value of investments | 0 | (2,439) |
Changes in assets and liabilities: | ||
Accounts receivable | (204) | 173 |
Prepaid expenses and other current assets | 741 | 1,213 |
Other assets | 58 | 0 |
Accounts payable and accrued expenses | (3,451) | 1,770 |
Other liabilities | (82) | 0 |
Net cash used in operating activities | (14,064) | (11,333) |
Cash flows from financing activities: | ||
Proceeds from sale of Class A common stock and pre-funded warrants, net of offering costs | 50,335 | 0 |
Proceeds from promissory note early redemption related to sale of Class A common stock to collaboration partner | 0 | 12,030 |
Repayment of notes payable | (191) | (224) |
Net cash provided by financing activities | 50,144 | 11,806 |
Net increase in cash and cash equivalents | 36,080 | 473 |
Total cash and cash equivalents, beginning of period | 9,446 | 12,126 |
Total cash and cash equivalents, end of period | 45,526 | 12,599 |
Non-cash activities: | ||
Change in redemption value of noncontrolling interest | (214) | 5,167 |
Reclassification of noncontrolling interest to additional paid-in capital | 5,260 | 0 |
Related Party | ||
Adjustments to reconcile net loss before noncontrolling interest to net cash used in operating activities: | ||
Change in fair value of warrants | 250 | (65) |
Nonrelated Party | ||
Adjustments to reconcile net loss before noncontrolling interest to net cash used in operating activities: | ||
Change in fair value of warrants | $ (72) | $ 0 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Description of Business vTv Therapeutics Inc. (the “Company,” the “Registrant,” “we” or “us”) was incorporated in the state of Delaware in April 2015. The Company is a clinical stage pharmaceutical company focused on treating metabolic diseases to minimize their long-term complications through end-organ protection. Principles of Consolidation vTv Therapeutics Inc. is a holding company, and its principal asset is a controlling equity interest in vTv Therapeutics LLC (“vTv LLC”), the Company’s principal operating subsidiary, which is a clinical stage pharmaceutical 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. The assets and liabilities of vTv LLC represent substantially all of the Company's consolidated assets and liabilities with the exception of the Warrants and $26.1 million of cash and cash equivalents. Various holders own non-voting interests in vTv LLC, representing a 19.2% economic interest in vTv LLC, effectively restricting vTv Therapeutics Inc.’s interest to 80.8% of vTv LLC’s economic results, subject to increase in the future, should vTv Therapeutics Inc. purchase additional non-voting common units (“vTv Units”) of vTv LLC, or should the holders of vTv Units decide to exchange such units (together with shares of the Company’s Class B common stock, par value $0.01 (“Class B common stock”)) for shares of Class A common stock (or cash) pursuant to the Exchange Agreement (as defined in Note 8). vTv Therapeutics Inc. has provided financial and other support to vTv LLC in the form of its purchase of vTv Units with the net proceeds of the Company’s initial public offering (“IPO”) in 2015, its registered direct offering in March 2019, and its agreeing to be a co-borrower under the Venture Loan and Security Agreement (the “Loan Agreement”) with Horizon Technology Finance Corporation and Silicon Valley Bank (together, the “Lenders”) which was entered into in 2016. vTv Therapeutics Inc. entered into the letter agreements with MacAndrews and Forbes Group LLC (“M&F Group”), a related party and an affiliate of MacAndrews & Forbes Incorporated (together with its affiliates “MacAndrews”) in December 2017, July 2018, December 2018, March 2019, September 2019, and December 2019 (each a “Letter Agreement” and collectively, the “Letter Agreements”). vTv Therapeutics Inc. entered into a common stock purchase agreement with G42 Investments AI Holding RSC Ltd (“G42 Investments”) (the “G42 Purchase Agreement”), the common stock and warrant purchase agreement with CinPax, LLC and CinRx, LLC, respectively (the “CinRx Purchase Agreement”). In addition vTv Therapeutics Inc. also entered into a Securities Purchase Agreement with Private Placement Investors and the sales agreement with Cowen and Company, LLC (“TD Cowen”) (“TD Cowen Sales Agreement”). v Tv Therapeutics Inc. will not be required to provide financial or other support for vTv LLC. However, vTv Therapeutics Inc. will control its business and other activities through its managing member interest in vTv LLC, and its management is the management of vTv LLC. Nevertheless, because vTv Therapeutics Inc. will have no material assets other than its interests in vTv LLC, any financial difficulties at vTv LLC could result in vTv Therapeutics Inc. recognizing a loss. Liquidity To date, the Company has not generated any product revenue and has not achieved profitable operations. The continuing development of our drug candidates will require additional financing. From its inception through June 30, 2024, 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 June 30, 2024, the Company had an accumulated deficit of $291.3 million and has generated net losses in each year of its existence. As of June 30, 2024, the Company’s liquidity sources included cash and cash equivalents of $45.5 million. Based on our current operating plan, we believe that our current cash and cash equivalents will allow us to meet our liquidity requirements for at least the next twelve months. On February 27, 2024, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional accredited investors (the “Private Placement Investors”), pursuant to which we agreed to issue and sell to the Private Placement Investors in a private placement (the “Private Placement”) (i) an aggregate of 464,377 shares (the “Private Placement Shares”) of our Class A common stock, at a purchase price of $11.81 per share, and (ii) pre-funded warrants (the “Private Placement Pre-Funded Warrants”) to purchase up to an aggregate of 3,853,997 shares of our Class A common stock (the “Private Placement Warrant Shares”) at a purchase price of $11.80 per Private Placement Pre-Funded Warrant (representing the $11.81 per Private Placement Share purchase price less the exercise price of $0.01 per Private Placement Warrant Share). We received aggregate gross proceeds from the Private Placement of approximately $51.0 million, before deducting offering expenses payable by us. The Private Placement Pre-Funded Warrants are exercisable at any time after their original issuance and will not expire. On March 5, 2024, the Company entered into a letter agreement with the Private Placement Investors pursuant to which the Private Placement Investors agreed to exchange an aggregate of 116,493 Private Placement Shares for an aggregate of 116,590 Private Placement Pre-Funded Warrants. On February 28, 2024, we entered into the TD Cowen Sales Agreement, pursuant to which we may offer and sell, from time to time, through or to TD Cowen, as sales agent or principal, shares of our Class A common stock, having an aggregate offering price of up to $50.0 million (the “TD Cowen ATM Offering”). Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered on the registration statement relating to the TD Cowen ATM Offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75.0 million. Under the terms of the TD Cowen Sales Agreement, we will pay TD Cowen a commission of 3.0% of the aggregate proceeds from the sale of shares and reimburse certain legal fees or other disbursements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 June 30, 2024, Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023, Condensed Consolidated Statement of Changes in Redeemable Noncontrolling Interest and Stockholders’ Equity (Deficit) for the three and six months ended June 30, 2024 and 2023 and Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 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, 2023, 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 June 30, 2024, the results of operations for the three and six months ended June 30, 2024 and 2023 and cash flows for the six months ended June 30, 2024 and 2023. The December 31, 2023 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 and six months ended June 30, 2024 and 2023 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 its Class B common stock, the useful lives of property and equipment and the fair value of the Company’s debt, among others. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable, the results of which form the basis for making judgments about the carrying value of assets and liabilities. Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash on deposit with multiple financial institutions. The balance of the cash account frequently exceeds insured limits. The associated risk of concentration for cash and cash equivalents is mitigated by transferring a majority of our cash to a AAA rated money market account with a creditworthy institution. One customer represented 100% of the revenue earned during the six months ended June 30, 2024. The Company did not have any revenue during the six months ended June 30, 2023 or during the three months ended June 30, 2024 and 2023. Cash and Cash Equivalents The Company considers any highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. Investments Investments in entities in which the Company has no control or significant influence, is not the primary beneficiary, and have a readily determinable fair value are classified as equity investments with readily determinable fair value. The investments are measured at fair value based on a quoted market price per unit in active markets multiplied by the number of units held without consideration of transaction costs (Level 1). Gains and losses are recorded in other income (expense), net on the Condensed Consolidated Statements of Operations. Equity investments without readily determinable fair value include ownership rights that do not provide the Company with control or significant influence and these investments do not have readily determinable fair values. The Company has elected to measure its equity investments without readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment . Revenue Recognition The Company uses the revenue recognition guidance established by ASC 606, Revenue From Contracts With Customers (“ASC 606”). When an agreement falls under the scope of other standards, such as ASC 808, Collaborative Arrangements (“ASC 808”), the Company will apply the recognition, measurement, presentation, and disclosure guidance in ASC 606 to the performance obligations in the agreements if those performance obligations are with a customer. Revenue recognized by analogizing to ASC 606, is recorded as collaboration revenue on the statements of operations. The majority of the Company’s revenue results from its license and collaboration agreements associated with the development of investigational drug products. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. For each contract meeting these criteria, the Company identifies the performance obligations included within the contract. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The Company then recognizes revenue under each contract as the related performance obligations are satisfied. The transaction price under the contract is determined based on the value of the consideration expected to be received in exchange for the transferred assets or services. Development, regulatory and sales milestones included in the Company’s collaboration agreements are considered to be variable consideration. The amount of variable consideration expected to be received is included in the transaction price when it becomes probable that the milestone will be met. For contracts with multiple performance obligations, the contract’s transaction price is allocated to each performance obligation using the Company’s best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is the expected cost plus margin approach. Revenue is recognized over the related period over which the Company expects the services to be provided using a proportional performance model or a straight-line method of recognition if there is no discernible pattern over which the services will be provided. Research and Development Major components of research and development costs include cash compensation, depreciation expense on research and development property and equipment, costs of preclinical studies, clinical trials and related clinical manufacturing, costs of drug development, costs of materials and supplies, facilities cost, overhead costs, regulatory and compliance costs, and fees paid to consultants and other entities that conduct certain research and development activities on the Company’s behalf. Research and development costs are expensed as incurred. The Company records accruals based on estimates of the services received, efforts expended and amounts owed pursuant to contracts with numerous contract research and manufacturing organizations. In the normal course of business, the Company contracts with third parties to perform various clinical study activities in the ongoing development of potential products. The financial terms of these agreements are subject to negotiation and variation from contract to contract and may result in uneven payment flows. Payments under the contracts depend on factors such as the achievement of certain events and the completion of portions of the clinical study or similar conditions. The objective of the Company’s accrual policy is to match the recording of expenses in its 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 Not Yet Adopted Segment Reporting : In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): “ Improvements to Reportable Segment Disclosures ” (ASU 2023-07) . The ASU expands public entities' segment disclosures by requiring disclosures of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment's profit or loss and assets. For public entities, the provisions within ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and for interim periods of fiscal years beginning after December 15, 2024. The Company is currently assessing the impact the adoption of ASU 2023-07 will have on its Consolidated Financial Statement and disclosures. Income Taxes : In December 2023, the FASB issued ASU 2023-09: “ Improvements to Income Tax Disclosures ” (“ASU 2023-09”). The ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in the ASU address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 will be effective for us in the annual period beginning January 1, 2025, though early adoption is permitted. The Company is currently evaluating the presentational effect that ASU 2023-09 will have on the Company's Consolidated Financial Statements and disclosures, and we expect considerable changes to our income tax disclosures. |
Collaboration Agreements
Collaboration Agreements | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaboration Agreements | Collaboration Agreements G42 Purchase Agreement and Cogna Collaborative and License Agreement The Company and G42 Investments AI Holding RSC Ltd, a private limited company (“G42 Investments”), entered into a Common Stock Purchase Agreement (the “G42 Purchase Agreement”), pursuant to which the Company sold to G42 Investments 259,657 shares of the Company’s Class A common stock at a price per share of approximately $96.40, for an aggregate purchase price of $25.0 million, which was paid (i) $12.5 million in cash at the closing and (ii) $12.5 million in the form of a promissory note of G42 Investments to be paid at May 31, 2023 (the “G42 Promissory Note”). On February 28, 2023, the Company and G42 Investments amended the G42 Purchase Agreement and modified the G42 Promissory Note to accelerate the payment due under the note. Pursuant to the amendment, on February 28, 2023, the Company received $12.0 million, which reflected the original amount due under the G42 Promissory Note less a 3.75% discount, in full satisfaction of the note, resulting in a loss of $0.3 million and was recognized as a component of other income, net in the Company’s Condensed Consolidated Statements of Operations. G42 Investments has agreed to certain transfer restrictions (including restrictions on short sales or similar transactions) and restrictions on further acquisitions of shares, in each case subject to specified exceptions. Following the expiration of a lock up period, from the period May 31, 2022 until December 31, 2024 (or if earlier, the date of receipt of U.S. Food and Drug Administration (“FDA”) approval in the U.S. for cadisegliatin , the Company has granted to G42 Investments certain shelf and piggyback registration rights with respect to those shares of Class A common stock issued to G42 Investments pursuant to the G42 Purchase Agreement, including the ability to conduct an underwritten offering to resell such shares under certain circumstances. The registration rights include customary cooperation, cut-back, expense reimbursement, and indemnification provisions. Contemporaneously with the G42 Purchase Agreement, effective on May 31, 2022, the Company entered into a collaboration and license agreement (the “Cogna Agreement”) with Cogna Technology Solutions LLC, an affiliate of G42 Investments (“Cogna”), which requires Cogna to work with the Company in performing clinical trials for cadisegliatin as well as jointly creating a global development plan to develop, market, and commercialize cadisegliatin in certain countries in the Middle East, Africa, and Central Asia (the “Partner Territory”). Under the terms of the Cogna Agreement, Cogna will obtain a license under certain intellectual property controlled by the Company to enable it to fulfill its obligations and exercise its rights under the Cogna agreement, including to develop and commercialize cadisegliatin in the Partner Territory, but will not have access to the various intellectual property (“IP”) related to the license and cadisegliatin . Specifically, the Company will share various protocols with Cogna related to conducting the clinical trials and will provide the patient dosages and placebo of cadisegliatin needed to conduct the trials. Under the Cogna Agreement, Cogna has the right to develop and commercialize the cadisegliatin in the Partner Territory at its own cost once restrictions on the use of the IP have been lifted by the Company. The Cogna Agreement determined which specific countries in the Partner Territory that Cogna may pursue development and commercialization and provides the Company with the ability to determine when Cogna can benefit from this IP through the powers granted to the Company to approve the global development plan. Further, the Company may supply at cost, or Cogna may manufacture, cadisegliatin for commercial sale under terms to be agreed upon by the parties at a later date. Separately, the Company will conduct its clinical trials for cadisegliatin outside of the Partner Territory at its own cost. The Company may combine the results of each party’s clinical trials to seek FDA approval in the United States for cadisegliatin . On December 21, 2022, G42 Healthcare Technology Solutions LLC (formerly known as Cogna Technology Solutions LLC) novated its rights and obligation under the Cogna agreement to G42 Healthcare Research Technology Projects LLC (“G42 Healthcare”), an affiliate of G42 Investments. As a result of the novation, all reference to Cogna herein shall be deemed to refer to G42 Healthcare. The G42 Purchase Agreement also provides for, following the receipt of the cadisegliatin FDA Approval, at the option of G42 Investments, either (a) the issuance of the Company’s Class A common stock (the “Milestone Shares”) having an aggregate value equal to $30.0 million or (b) the payment by the Company of $30.0 million in cash (the “Milestone Cash Payment”). The issuance of the Milestone Shares or the payment of the Milestone Cash Payment, as applicable, is conditioned upon receipt of the cadisegliatin FDA Approval and subject to certain limitations and conditions set forth in the G42 Purchase Agreement. There can be no assurance that the cadisegliatin FDA Approval will be granted or as to the timing thereof. Once commercialization takes place in the Partner Territory, the Company will receive royalties in the single digits from Cogna on the net sales of cadisegliatin for a period of at least ten years after the first commercial sale of cadisegliatin in the Partner Territory. A premium was paid on the Class A common stock by G42 Investments of $18.7 million, net of a note receivable discount of $0.6 million. This premium is determined to be the transaction price for all remaining obligations under the agreements, which will be accounted for under ASC 808 or ASC 606 based on determination of the unit of account. The Company determined that certain commitments under the agreements are in the scope of ASC 808 as both the Company and Cogna are active participants in the clinical trials of cadisegliatin , and both are exposed to significant risks and rewards based on the success of the clinical trials and subsequent FDA approval. Cogna is determined to be a vendor of the Company during the clinical trial phase, working on the Company’s behalf to complete research and development activities, and not in a customer capacity. The Company accounted for the commitments related to the clinical trials, which includes transfer of trial protocols, supply of clinical trial dosages, and collaboration on the joint development committee (“JDC”) as an ASC 808 unit of account, applying the recognition and measurement principles of ASC 606 by analogy. The Company will recognize collaboration revenue for its development activities under ASC 808 over time based on the estimated period of performance. By applying the principals in ASC 606 by analogy, the Company identified the performance obligation and considered the timing of satisfaction of the obligation to account for the pattern of revenue recognition. In order to recognize collaboration revenue, generally, the Company would begin satisfying its performance obligation and Cogna would need to be able to use and benefit from delivery of the assets or services. The performance obligation under the agreements that fall within the 808 unit of account are concentrated in the clinical trials. As of June 30, 2024, the clinical trials had not commenced. Accordingly, no collaboration revenue was recognized for the ASC 808 unit of account during the three and six months ended June 30, 2024. The Company identified certain commitments that are in the scope of ASC 606 as Cogna’s relationship is that of a customer for these commitments. The significant performance obligations that are in the scope of ASC 606 are (1) the development, commercialization and manufacturing license of the IP once restrictions on the use of the IP have been lifted by the Company and (2) a potential material right to a commercial supply agreement. The Company will recognize revenue from the development, commercial and manufacturing license at a point in time when the Company releases the restrictions on the use of the IP, which is expected to be after cadisegliatin is approved by the FDA. The Company will recognize revenue from the material right related to Cogna’s ability to purchase the commercial supply at cost as Cogna purchases the commercial supply from the Company, which will occur after the completion of the initial clinical trials (if Cogna decides to purchase the clinical supply from the Company). As a result, the Company has not recognized any revenue under the ASC 606 unit of account during the three and six months ended June 30, 2024. On February 28, 2023, the Company and G42 Investments amended the G42 Purchase Agreement and modified the G42 Promissory Note to accelerate the payment due under the note. Pursuant to the amendment, on February 28, 2023, the Company receive d $12.0 million, which reflected the original amount due under the G42 Promissory Note less a 3.75% discount, in full satisfaction of the note, resulting in a loss of $0.3 million and was recognized as a component of other income, net in the Company’s Condensed Consolidated Statements of Operations. The G42 Promissory Note receivable was classified and accounted for under ASC 310 “ Receivables“ (“ASC 310”) and was initially measured at its fair value of $11.9 million. The Company also recorded the $18.7 million as deferred revenue in the Condensed Consolidated Balance Sheets, as none of the underlying performance obligations had been satisfied as of and for the three and six months ended June 30, 2024. Newsoara License Agreement The Company is party to a license agreement with Newsoara Biopharma Co., Ltd., (“Newsoara”) (the “Newsoara License Agreement”) under which Newsoara obtained an exclusive and sublicensable license to develop and commercialize the Company’s phosphodiesterase type 4 inhibitors (“PDE4”) program, including the compound HPP737 , in China, Hong Kong, Macau, Taiwan and other pacific rim countries (collectively, the “Newsoara License Territory”). Additionally, under the Newsoara License Agreement, the Company obtained a non-exclusive, sublicensable, royalty-free license to develop and commercialize certain Newsoara patent rights and know-how related to the Company’s PDE4 program for therapeutic uses in humans outside of the Newsoara License Territory. The Newsoara License Agreement was amended in 2020 to change certain future milestone payments and patent rights (the “First Newsoara Amendment”). On June 26, 2024, the Company entered into the second amendment to the Newsoara License Agreement (the “Second Newsoara Amendment”) which expanded the global license contingent upon Newsoara paying an upfront global rights fee (the “Upfront Fees”) of $20.0 million. Newsoara has up to one year from the date of the Second Newsoara Amendment to pay the Upfront Fees; if it fails to do so, then the Second Newsoara Amendment will be null and void. As amended, the Company is eligible to receive additional potential development, regulatory and sales-based milestone payments totaling up to $76.5 million . In addition, Newsoara is obligated to pay the Company royalty payments at mid to upper single digit rates, based on tiers of annual net sales of licensed products. Such royalties will be payable on a licensed product-by-licensed product and country-by-country basis until the latest of expiration of the licensed patents covering a licensed product in a country, expiration of data exclusivity rights for a licensed product in a country or a specified number of years after the first commercial sale of a licensed product in a country. There are no new performance obligations to be considered within the Second Newsoara Amendment. The Second Amendment has a potential impact to increase the transaction price by $20.0 million. If the Company receives the Upfront Fees, $20.0 million of revenue will be recognized at a point in time. The Company 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 June 30, 2024. In the first quarter of 2024, the transaction price for this performance obligation was increased by $1.0 million due to the satisfaction of a development milestone under the Newsoara License Agreement. This amount was fully recognized as revenue during the six months ended June 30, 2024, as the related performance obligation was fully satisfied. No revenue related to this performance obligation was recognized and there were no changes to the transaction price during the three and six months ended June 30, 2023. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation The Company has issued non-qualified stock option awards to management, other key employees, consultants, and non-employee directors. These option awards generally vest ratably over a three-year period and the option awards expire after a term of ten years from the date of grant. As of June 30, 2024, the Company had total unrecognized stock-based compensation expense for its outstanding stock option awards of approximately $4.7 million, which is expected to be recognized over a weighted average period of 2.5 years. The weighted average grant date fair value of options granted during the six months ended June 30, 2024 and 2023 was $14.88 and $30.59 per option, respectively. The aggregate intrinsic value of the in-the-money awards outstanding at June 30, 2024 was de minimis. On February 23, 2024, in connection with the Private Placement, several directors resigned as members of the Company’s Board of Directors, effective on the closing of the Private Placement . As a result of their resignations, 14,340 stock options to purchase shares of common stock were modified to increase the time period to exercise the options and 7,590 stock options to purchase shares of common stock were modified to accelerate vesting at the termination date. All the unvested options were modified to be fully vested as of the posting of the Private Placement which resulted in a reduction in their fair value. The Company incurred $0.1 million reduction in stock compensation expense for the modifications for the six months ended June 30, 2024. The following table summarizes the activity related to the stock option awards for the six months ended June 30, 2024: Number of Shares Weighted Awards outstanding at December 31, 2023 249,247 $ 77.53 Granted 406,799 12.68 Forfeited (1,875) 30.87 Awards outstanding at June 30, 2024 654,171 $ 37.34 Options exercisable at June 30, 2024 199,812 $ 86.34 Weighted average remaining contractual term 6.8 Years Options vested and expected to vest at June 30, 2024 499,109 $ 44.32 Weighted average remaining contractual term 8.4 Years Compensation expense related to the grants of stock options is included in research and development and general and administrative expense as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Research and development $ 217 $ 105 $ 283 $ 203 General and administrative 642 294 796 539 Total share-based compensation expense $ 859 $ 399 $ 1,079 $ 742 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Matters From time to time, the Company is involved in various legal proceedings arising in the normal course of business. If a specific contingent liability is determined to be probable and can be reasonably estimated, the Company accrues and discloses the amount. The Company is not currently a party to any material legal proceedings. Novo Nordisk In February 2007, the Company entered into an Agreement (the “Novo License Agreement”) Concerning Glucokinase Activator Project with Novo Nordisk A/S (the “Novo Nordisk”) whereby the Company obtained an exclusive, worldwide, sublicensable license under certain Novo Nordisk intellectual property rights to discover, develop, manufacture, have manufactured, use and commercialize products for the prevention, treatment, control, mitigation or palliation of human or animal diseases or conditions. As part of this license grant, the Company obtained certain worldwide rights to Novo Nordisk’s GKA program, including rights to preclinical and clinical compounds such as cadisegliatin . This agreement was amended in May 2019 to create milestone payments applicable to certain specific and non-specific areas of therapeutic use. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | Leases In August 2019, the Company leased office space for its headquarters location under an operating lease. This lease commenced in November 2019 after the completion of certain tenant improvements made by the lessor. The lease 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. In November 2022, the Company entered into a second amendment to the lease, (i) to reduce the square footage and (ii) to extend the lease term, which constituted a modification event under ASC 842 and, the lease classification for the asset remains as an operating lease. As a result of the remeasurement of the associated lease liabilities, the Company recognized additional right of use assets and corresponding lease liabilities of $0.1 million . Further, th e second amendment to the lease does not include any material residual value guarantee or restrictive covenants. At each of June 30, 2024 and December 31, 2023, the weighted average incremental borrowing rate for the operating leases held by the Company was 9.5%. At June 30, 2024 and December 31, 2023, the weighted average remaining lease terms for the operating leases held by the Company were 1.4 years and 1.9 years, respectively. Maturities of lease liabilities for the Company’s operating leases as of June 30, 2024 were as follows (in thousands): 2024 (remaining six months) $ 97 2025 177 2026 — 2027 — 2028 — Thereafter — Total lease payments 274 Less: imputed interest (18) Present value of lease liabilities $ 256 Operating lease cost and the related operating cash flows for the six months ended June 30, 2024 was $0.1 million and was immaterial for the six months ended June 30, 2023. |
Noncontrolling Interest
Noncontrolling Interest | 6 Months Ended |
Jun. 30, 2024 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | Noncontrolling Interest The Company is subject to the Exchange Agreement with respect to the vTv Units representing the 19.2% noncontrolling interest in vTv LLC outstanding as of June 30, 2024 (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. On February 27, 2024, in connection with the Private Placement financing, the Investor Rights Agreement altered M&F TTP Holdings Two LLC (“M&F”) governance rights such that directors designated by M&F no longer comprised a majority of the Company’s Board of Directors (see Note 9). The redeemable noncontrolling interest redemption feature to exchange vTv Units for cash rather than shares of Class A common stock is a contingent event that is now within control of the Company through the Company’s independent Board of Directors. As a result, $5.3 million representing the fair value of redeemable noncontrolling interest on February 27, 2024, was reclassified from temporary equity in the mezzanine section of the Condensed Consolidated Balance Sheets to noncontrolling interest as a component of permanent equity. Prior to February 27, 2024, the Company recorded redeemable noncontrolling interest at the higher of (1) its initial fair value plus accumulated earnings/losses associated with the noncontrolling interest or (2) the redemption value as of the balance sheet date. At December 31, 2023, the redeemable noncontrolling interest was recorded based on the redemption value as of the balance sheet date of $6.1 million. Changes in the Company’s ownership interest in vTv LLC while the Company retains its controlling interest in vTv LLC are accounted for as equity transactions, and the Company is required to adjust noncontrolling interest and equity for such changes. The following is a summary of net income attributable to vTv Therapeutics Inc. and transfers to noncontrolling interest: For the Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Net loss attributable to vTv Therapeutics Inc. common shareholders $ (5,180) $ (5,619) $ (10,045) $ (10,118) Increase in vTv Therapeutics Inc. stockholders' equity (deficit) for sale of vTv Units as a result of common stock issuances — 1,275 9,564 2,620 Change from net loss attributable to vTv Therapeutics Inc. common shareholders and transfers to noncontrolling interest $ (5,180) $ (4,344) $ (481) $ (7,498) |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | Stockholders’ Equity (Deficit) Amendment to Certificate of Incorporation On May 4, 2021, the Company filed an amendment to its Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to increase the number of shares of Class A common stock that the Company is authorized to issue from 100,000,000 shares of Class A common stock to 200,000,000 shares of Class A common stock, representing an increase of 100,000,000 shares of authorized Class A common stock, with a corresponding increase in the total authorized common stock, which includes Class A common stock and Class B common stock, from 200,000,000 to 300,000,000, and a corresponding increase in the total authorized capital stock, which includes common stock and preferred stock, from 250,000,000 shares to 350,000,000 shares. On November 20, 2023, the Company filed an amendment to its Amended and Restated Certificate of Incorporation as amended, to effect a reverse stock split at a ratio of 1-for-40 (the "Reverse Stock Split"). Pursuant to the Reverse Stock Split, every 40 shares of the Company’s Class A common stock was combined into one issued and outstanding share of Class A Common Stock and every 40 shares of the Company’s Class B common stock was combined into one issued and outstanding share of Class B Common Stock. The Reverse Stock Split did not reduce the number of authorized shares of Class A and Class B common stock, which remained at 200,000,000 and 100,000,000 respectively and did not change the par value of the common stock, which remained at $0.01 per share. The Reverse Stock Split did not have any effect on the number of authorized shares of the Company’s preferred stock, par value of $0.01 per share, which would remain at 50,000,000 shares. Currently no shares of preferred stock are outstanding. Common Stock and Pre-funded Warrants In February 2024, the Company entered into a Securities Purchase Agreement with certain Private Placement Investors, pursuant to which we agreed to issue and sell to the Private Placement Investors in a private placement (i) an aggregate of 464,377 shares of our Class A common stock, at a purchase price of $11.81 per share and (ii) issued pre-funded warrants to purchase an aggregate of 3,853,997 shares of the Company’s Class A common stock at a price of $11.80 per pre-funded warrant. The pre-funded warrants were immediately exercisable, have an exercise price of $0.01 and may be exercised at any time after the date of issuance. A holder of pre-funded warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise. A holder of the pre-funded warrants may increase or decrease this percentage not in excess of 19.99% by providing at least 61 days’ prior notice to the Company. As of June 30, 2024 , there were pre-funded warrants to purchase an aggregate o f 3,970,587 shares of the Company’s common stock that remained available for exercise. The pre-funded warrants were classified as a component of permanent equity in the Company's Condensed Consolidated Balance Sheet as they are freestanding financial instruments that are immediately exercisable, do not embody an obligation for the Company to repurchase its own shares and permit the holders to receive a fixed number of shares of common stock upon exercise. All of the shares underlying the pre-funded warrants have been included in the weighted-average number of shares of common stock used to calculate net loss per share attributable to common stockholders because the shares may be issued for little or no consideration, are fully vested and are exercisable after the original issuance date of the pre-funded warrants. On March 5, 2024, the Company entered into a letter agreement with the Private Placement Investors pursuant to which the Private Placement Investors agreed to exchange an aggregate of 116,493 Private Placement Shares for an aggregate of 116,590 Private Placement Pre-Funded Warrants. G42 Investments Transaction On May 31, 2022, the Company and G42 Investments entered in to the G42 Purchase Agreement (see Note 3), pursuant to which the Company agreed to sell to G42 Investments 259,657 shares of the Company's Class A common stock at a price per share of approximately $96.40, for an aggregate purchase price of $25.0 million, consisting of (i) $12.5 million in cash at the closing of the transaction and (ii) $12.5 million in the form of a promissory note of G42 Investments to be paid at the one-year anniversary of the execution of the G42 Purchase Agreement (the “G42 Promissory Note”). On February 28, 2023, the Company and G42 Investments amended the G42 Purchase Agreement and modified the G42 Promissory Note to accelerate the payment due under the note. Pursuant to the amendment, on February 28, 2023, the Company received $12.0 million, which reflected the original amount due under the G42 Promissory Note less a 3.75% discount, in full satisfaction of the note, resulting in a loss of $0.3 million and was recognized as a component of other income, net in the Company’s Condensed Consolidated Statements of Operations. CinPax and CinRx Transaction On July 22, 2022 (the “Transaction Date”), the Company entered into the CinRx Purchase Agreement with CinPax, LLC (“CinPax”) and CinRx-Pharma, LLC (“CinRx”), pursuant to which the Company agreed to sell to CinPax 103,864 shares of the Company’s Class A common stock at a price per share of approximately $96.40, for an aggregate purchase price of $10.0 million, which was paid (i) $6.0 million in cash at the closing of the transaction and (ii) $4.0 million in the form of a non-interest-bearing promissory note with CinPax and was paid to the Company on November 22, 2022. The CinRx Purchase Agreement also provides CinRx warrants to purchase up to 30,000 shares of common stock at an initial exercise of price of approximately $28.80 per share (the “CinRx Warrants”). The CinRx Warrants were initially measured at fair value of $0.4 million using the Black-Scholes option model at the time of issuance and will be recorded in Warrant liability related party in the Condensed Consolidated Balance Sheets and will be subsequently remeasured at fair value through earnings on a recurring basis. (see Note 12) The CinRx Warrants will become exercisable by CinRx only if (i) the Company receives approval from the U.S. Food and Drug Administration (“FDA Approval”) to market and distribute the pharmaceutical product containing the Company’s proprietary candidate, cadisegliatin (the “Product”), or (ii) the Company is acquired by a third party, sells all or substantially all of its assets related to the Product to a third party or grants a third party an exclusive license to develop, commercialize and manufacture the Product in the United States. If neither of these events happen within five years of the date of the issuance of the CinRx Warrants, the CinRx Warrants will expire and not be exercisable by CinRx. The exercise price of the CinRx Warrants and the number of shares issuable upon exercise of the CinRx Warrants are subject to adjustments in accordance with the terms of the CinRx Warrants. Additionally, in conjunction with the CinRx Purchase Agreement the Company and CinRx entered into a Master Service Agreement (“CinRx MSA”) whereby CinRx provides the Company with consulting, preclinical and clinical trial services, as enumerated in project proposals negotiated between the Company and CinRx from time to time. (see Note 9) The Company did not identify any other promises in the CinRx Purchase Agreement (aside from the issuance of common shares and the CinRx Warrants) and determined since there is no value ascribed to the CinRx MSA, the right to appoint a member and observer to the board of directors, that the remaining unallocated amount meets the definition of contributed equity and represents the amount in excess of par. The Company, CinPax and CinRx subsequently amended the CinRx Purchase Agreement on February 27, 2024, in connection with the Private Placement. The CinRx Purchase Agreement provides CinPax the right for two years following the Closing to designate a board observer, which has been subsequently approved by the Company’s board. ATM Offering On February 28, 2024, we entered into a sales agreement (the “TD Cowen Sales Agreement”) with Cowen and Company, LLC (“TD Cowen”), pursuant to which we may offer and sell, from time to time, through or to TD Cowen, as sales agent or principal, shares of our Class A common stock, having an aggregate offering price of up to $50.0 million (the “TD Cowen ATM Offering”). Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions MacAndrews & Forbes Incorporated MacAndrews directly or indirectly controls 577,108 shares of Class B common stock. Further, as of June 30, 2024, MacAndrews directly or indirectly holds 912,982 shares of the Company’s Class A common stock. As a result, MacAndrews’ holdings represent approximately 49.5% of the combined voting power of the Company’s outstanding common stock. The Company has entered into several agreements with MacAndrews or its affiliates as further detailed below: Letter Agreements The Company had previously entered into the Letter Agreements with MacAndrews. Under the terms of the Letter Agreements, during the one year commitment period beginning on the date of each Letter Agreement, the Company had the right to sell to MacAndrews shares of its Class A common stock at a specified price per share, and MacAndrews had the right (exercisable up to three times) to require the Company to sell to it shares of Class A common stock at the same price. The commitment period of each of the Letter Agreements has now expired. In addition, in connection with and as a commitment fee for the entrance into certain of these Letter Agreements, the Company also issued MacAndrews warrants (the “Letter Agreement Warrants”) to purchase additional shares of the Company’s Class A common stock. 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 Pursuant to the terms of the Exchange Agreement, but subject to the Amended and Restated LLC Agreement of vTv Therapeutics LLC, the vTv Units (along with a corresponding number of shares of the Class B common stock) are exchangeable for (i) shares of the Company’s Class A common stock on a one-for-one basis or (ii) cash (based on the fair market value of the Company’s Class A common stock as determined pursuant to the Exchange Agreement), at the Company’s option (as the managing member of vTv Therapeutics LLC), subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. Any decision to require an exchange for cash rather than shares of Class A common stock will ultimately be determined by the entire Board of Directors. As of June 30, 2024, MacAndrews had not exchanged any shares under the provisions of the Exchange 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 June 30, 2024. Investor Rights Agreement The Company is party to an investor rights agreement with M&F, as successor in interest to vTv Therapeutics Holdings (the “Investor Rights Agreement”). The Investor Rights Agreement provides M&F with certain demand, shelf, and piggyback registration rights with respect to its shares of Class A common stock and also provides M&F with certain governance rights, depending on the size of its holdings of Class A common stock. Under the Investor Rights Agreement, M&F was initially entitled to nominate a majority of the members of the Board of Directors and designate the members of the committees of the Board of Directors. The Investor Rights Agreement was amended on February 27, 2024 to alter M&F governance rights that now entitles M&F the right to designate two members of our Board of Directors, and as part of the Private Placement, the Private Placement Investors have rights to designate three members of our Board of Directors, making it more difficult for a third party to acquire control of our Board. The agreement with the Private Placement Investors also provides that five of our directors must approve certain actions including any acquisition by a third party, which makes it more difficult for our Board of Directors to approve such a transaction. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company is subject to U.S. federal income taxes as well as state taxes. The Company’s income tax provision for the six months ended June 30, 2024 was $0.1 million representing foreign withholding taxes accrued in connection with revenue recorded under license agreements with foreign entities. The Company did not record an income tax provision for the three months ended June 30, 2024 and 2023. The Company did not record an income tax provision for the six months ended June 30, 2023. Management has evaluated the positive and negative evidence surrounding the realization of its deferred tax assets, including the Company’s history of losses, and under the applicable accounting standards determined that it is more-likely-than-not that the deferred tax assets will not be realized. The difference between the effective tax rate of the Company and the U.S. statutory tax rate of 21% on June 30, 2024, is due to the valuation allowance against the Company’s expected net operating losses. 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 June 30, 2024. |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share Basic loss per share is computed by dividing net loss attributable to vTv Therapeutics Inc. by the weighted average number of shares of Class A common stock outstanding during the period. Diluted loss per share is computed giving effect to all potentially dilutive shares. Diluted loss per share for all periods presented is the same as basic loss per share as the inclusion of potentially issuable shares would be antidilutive. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of Class A common stock is as follows (amounts in thousands, except per share amounts): For the Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net loss $ (6,409) $ (7,211) $ (12,428) $ (12,985) Less: Net loss attributable to noncontrolling interests (1,229) (1,592) (2,383) (2,867) Net loss attributable to common shareholders of vTv Therapeutics Inc., basic and diluted (5,180) (5,619) (10,045) (10,118) Denominator: Weighted average vTv Therapeutics Inc. Class A common stock, basic and diluted (1)(*) 6,403,444 2,084,973 5,098,877 2,084,973 Net loss per share of vTv Therapeutics Inc. Class A common stock, basic and diluted (*) $ (0.81) $ (2.69) $ (1.97) $ (4.85) (*) Adjusted retroactively for reverse stock split (1) The shares underlying the pre-funded warrants to purchase shares of the Company’s common stock have been included in the calculation of the weighted-average number of shares outstanding, basic and diluted, for the three and six months ended June 30, 2024. Potentially dilutive securities not included in the calculation of dilutive net loss per share are as follows: June 30, 2024 June 30, 2023 Class B common stock (1)(*) 577,349 577,349 Common stock options granted under the Plan (*) 654,171 238,636 Common stock warrants (*) 75,595 80,359 Total (*) 1,307,115 896,344 (*) Adjusted retroactively for reverse stock split ___________________________ (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 Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amount of certain of the Company’s financial instruments, including cash and cash equivalents, net accounts receivable, note receivable, accounts payable and other accrued liabilities approximate fair value due to their short-term nature. The Company measures the value of its equity investments without readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment. 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 June 30, 2024 and December 31, 2023 (in thousands): Balance at June 30, 2024 Quoted Prices in Active Significant Other Observable Significant Unobservable Inputs Liabilities: Warrant liability, related party (1)(2) $ 158 $ — $ — $ 158 Warrant liability $ 130 $ — $ — $ 130 Total $ 288 $ — $ — $ 288 Balance at December 31, 2023 Quoted Prices in Active Significant Other Observable Significant Unobservable Inputs Liabilities: Warrant liability, related party (1) $ 110 $ — $ — $ 110 Total $ 110 $ — $ — $ 110 _____________________________ (1) Fair value determined using the Black-Scholes option pricing model. Expected volatility is based on the historical volatility of the Company’s common stock over the most recent period. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of valuation. (2) CinRx is no longer deemed to be a related party. As a result the CinRx Warrants are no longer included. Changes in Level 3 instruments for the six months ended June 30, Balance at January 1 Net Change in Purchases / Sales / Balance at June 30, 2024 Warrant liability, related party (1) $ 110 $ 250 $ — $ — $ 360 Warrant liability $ — $ (72) $ — $ — $ (72) Total $ 110 $ 178 $ — $ — $ 288 2023 Warrant liability, related party $ 684 $ (65) $ — $ — $ 619 Total $ 684 $ (65) $ — $ — $ 619 (1) CinRx is no longer deemed to be a related party. As a result the CinRx Warrants are no longer included. There were no transfers into or out of level 3 instruments and/or between level 1 and level 2 instruments during the three and six months ended June 30, 2024. Gains and losses recognized due to the change in fair value of the warrant liability, related party are recognized as a component of other income (expense), related party in the Company’s Condensed Consolidated Statements of Operations. The fair value of the Letter Agreement Warrants was determined using the Black-Scholes option pricing model or option pricing models based on the Company’s current capitalization. Expected volatility is based on the historical volatility of the Company’s common stock over the most recent period. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of valuation. Significant inputs utilized in the valuation of the Letter Agreement Warrants as of June 30, 2024 and December 31, 2023, were: June 30, 2024 December 31, 2023 Range Weighted Average Range Weighted Average Expected volatility 98.96% - 145.41% 106.42% 79.96% - 89.61% 81.55% Risk-free interest rate 4.62% - 5.36% 4.79% 4.01% - 4.87% 4.15% The fair value of the CinRx Warrants was determined using the Black-Scholes option pricing model. Expected volatility is based on the historical volatility of the Company’s common stock over the most recent period. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of valuation. Significant inputs utilized in the valuation of the CinRx Warrants as of June 30, 2024, were: Expected volatility 91.7 % Expected life of options in years 3.0 Risk-free interest rate 4.5 % Expected dividend yield — % The weighted average expected volatility and risk-free interest rate was based on the relative fair values of the warrants. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On July 26, 2024 the Company announced that the Food and Drug Administration (FDA) has placed a clinical hold on the cadisegliatin clinical program which includes the ongoing Cadisegliatin as Adjunctive Therapy in Type 1 Diabetes (“CATT1”) Phase 3 trial in type 1 diabetes. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net loss attributable to vTv Therapeutics Inc. | $ (5,180) | $ (5,619) | $ (10,045) | $ (10,118) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024, Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023, Condensed Consolidated Statement of Changes in Redeemable Noncontrolling Interest and Stockholders’ Equity (Deficit) for the three and six months ended June 30, 2024 and 2023 and Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 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, 2023, 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 June 30, 2024, the results of operations for the three and six months ended June 30, 2024 and 2023 and cash flows for the six months ended June 30, 2024 and 2023. The December 31, 2023 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 and six months ended June 30, 2024 and 2023 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 its Class B common stock, the useful lives of property and equipment and the fair value of the Company’s debt, among others. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable, the results of which form the basis for making judgments about the carrying value of assets and liabilities. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash on deposit with multiple financial institutions. The balance of the cash account frequently exceeds insured limits. The associated risk of concentration for cash and cash equivalents is mitigated by transferring a majority of our cash to a AAA rated money market account with a creditworthy institution. One customer represented 100% of the revenue earned during the six months ended June 30, 2024. The Company did not have any revenue during the six months ended June 30, 2023 or during the three months ended June 30, 2024 and 2023. |
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. |
Investments | Investments Investments in entities in which the Company has no control or significant influence, is not the primary beneficiary, and have a readily determinable fair value are classified as equity investments with readily determinable fair value. The investments are measured at fair value based on a quoted market price per unit in active markets multiplied by the number of units held without consideration of transaction costs (Level 1). Gains and losses are recorded in other income (expense), net on the Condensed Consolidated Statements of Operations. Equity investments without readily determinable fair value include ownership rights that do not provide the Company with control or significant influence and these investments do not have readily determinable fair values. The Company has elected to measure its equity investments without readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment . |
Revenue Recognition | Revenue Recognition The Company uses the revenue recognition guidance established by ASC 606, Revenue From Contracts With Customers (“ASC 606”). When an agreement falls under the scope of other standards, such as ASC 808, Collaborative Arrangements (“ASC 808”), the Company will apply the recognition, measurement, presentation, and disclosure guidance in ASC 606 to the performance obligations in the agreements if those performance obligations are with a customer. Revenue recognized by analogizing to ASC 606, is recorded as collaboration revenue on the statements of operations. The majority of the Company’s revenue results from its license and collaboration agreements associated with the development of investigational drug products. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. For each contract meeting these criteria, the Company identifies the performance obligations included within the contract. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The Company then recognizes revenue under each contract as the related performance obligations are satisfied. |
Research and Development | Research and Development Major components of research and development costs include cash compensation, depreciation expense on research and development property and equipment, costs of preclinical studies, clinical trials and related clinical manufacturing, costs of drug development, costs of materials and supplies, facilities cost, overhead costs, regulatory and compliance costs, and fees paid to consultants and other entities that conduct certain research and development activities on the Company’s behalf. Research and development costs are expensed as incurred. The Company records accruals based on estimates of the services received, efforts expended and amounts owed pursuant to contracts with numerous contract research and manufacturing organizations. In the normal course of business, the Company contracts with third parties to perform various clinical study activities in the ongoing development of potential products. The financial terms of these agreements are subject to negotiation and variation from contract to contract and may result in uneven payment flows. Payments under the contracts depend on factors such as the achievement of certain events and the completion of portions of the clinical study or similar conditions. The objective of the Company’s accrual policy is to match the recording of expenses in its 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 Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted Segment Reporting : In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): “ Improvements to Reportable Segment Disclosures ” (ASU 2023-07) . The ASU expands public entities' segment disclosures by requiring disclosures of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment's profit or loss and assets. For public entities, the provisions within ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and for interim periods of fiscal years beginning after December 15, 2024. The Company is currently assessing the impact the adoption of ASU 2023-07 will have on its Consolidated Financial Statement and disclosures. Income Taxes : In December 2023, the FASB issued ASU 2023-09: “ Improvements to Income Tax Disclosures ” (“ASU 2023-09”). The ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in the ASU address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 will be effective for us in the annual period beginning January 1, 2025, though early adoption is permitted. The Company is currently evaluating the presentational effect that ASU 2023-09 will have on the Company's Consolidated Financial Statements and disclosures, and we expect considerable changes to our income tax disclosures. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Award Activity for the Period | The following table summarizes the activity related to the stock option awards for the six months ended June 30, 2024: Number of Shares Weighted Awards outstanding at December 31, 2023 249,247 $ 77.53 Granted 406,799 12.68 Forfeited (1,875) 30.87 Awards outstanding at June 30, 2024 654,171 $ 37.34 Options exercisable at June 30, 2024 199,812 $ 86.34 Weighted average remaining contractual term 6.8 Years Options vested and expected to vest at June 30, 2024 499,109 $ 44.32 Weighted average remaining contractual term 8.4 Years |
Summary of Compensation Expense Related to Grants of Stock Options | Compensation expense related to the grants of stock options is included in research and development and general and administrative expense as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Research and development $ 217 $ 105 $ 283 $ 203 General and administrative 642 294 796 539 Total share-based compensation expense $ 859 $ 399 $ 1,079 $ 742 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule of Maturities of Lease Liabilities for Operating Leases | Maturities of lease liabilities for the Company’s operating leases as of June 30, 2024 were as follows (in thousands): 2024 (remaining six months) $ 97 2025 177 2026 — 2027 — 2028 — Thereafter — Total lease payments 274 Less: imputed interest (18) Present value of lease liabilities $ 256 |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Net loss attributable to vTv Therapeutics Inc. common shareholders $ (5,180) $ (5,619) $ (10,045) $ (10,118) Increase in vTv Therapeutics Inc. stockholders' equity (deficit) for sale of vTv Units as a result of common stock issuances — 1,275 9,564 2,620 Change from net loss attributable to vTv Therapeutics Inc. common shareholders and transfers to noncontrolling interest $ (5,180) $ (4,344) $ (481) $ (7,498) |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Reconciliation of the Numerator and Denominator Used in the Calculation of Basic and Diluted Net Loss per Share of Class A Common Stock | A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of Class A common stock is as follows (amounts in thousands, except per share amounts): For the Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net loss $ (6,409) $ (7,211) $ (12,428) $ (12,985) Less: Net loss attributable to noncontrolling interests (1,229) (1,592) (2,383) (2,867) Net loss attributable to common shareholders of vTv Therapeutics Inc., basic and diluted (5,180) (5,619) (10,045) (10,118) Denominator: Weighted average vTv Therapeutics Inc. Class A common stock, basic and diluted (1)(*) 6,403,444 2,084,973 5,098,877 2,084,973 Net loss per share of vTv Therapeutics Inc. Class A common stock, basic and diluted (*) $ (0.81) $ (2.69) $ (1.97) $ (4.85) (*) Adjusted retroactively for reverse stock split (1) The shares underlying the pre-funded warrants to purchase shares of the Company’s common stock have been included in the calculation of the weighted-average number of shares outstanding, basic and diluted, for the three and six months ended June 30, 2024. |
Schedule of Potentially Dilutive Securities not Included in Calculation of Diluted Net Loss per Share | Potentially dilutive securities not included in the calculation of dilutive net loss per share are as follows: June 30, 2024 June 30, 2023 Class B common stock (1)(*) 577,349 577,349 Common stock options granted under the Plan (*) 654,171 238,636 Common stock warrants (*) 75,595 80,359 Total (*) 1,307,115 896,344 (*) Adjusted retroactively for reverse stock split ___________________________ (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) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 and December 31, 2023 (in thousands): Balance at June 30, 2024 Quoted Prices in Active Significant Other Observable Significant Unobservable Inputs Liabilities: Warrant liability, related party (1)(2) $ 158 $ — $ — $ 158 Warrant liability $ 130 $ — $ — $ 130 Total $ 288 $ — $ — $ 288 Balance at December 31, 2023 Quoted Prices in Active Significant Other Observable Significant Unobservable Inputs Liabilities: Warrant liability, related party (1) $ 110 $ — $ — $ 110 Total $ 110 $ — $ — $ 110 _____________________________ (1) Fair value determined using the Black-Scholes option pricing model. Expected volatility is based on the historical volatility of the Company’s common stock over the most recent period. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of valuation. (2) CinRx is no longer deemed to be a related party. As a result the CinRx Warrants are no longer included. Changes in Level 3 instruments for the six months ended June 30, Balance at January 1 Net Change in Purchases / Sales / Balance at June 30, 2024 Warrant liability, related party (1) $ 110 $ 250 $ — $ — $ 360 Warrant liability $ — $ (72) $ — $ — $ (72) Total $ 110 $ 178 $ — $ — $ 288 2023 Warrant liability, related party $ 684 $ (65) $ — $ — $ 619 Total $ 684 $ (65) $ — $ — $ 619 (1) CinRx is no longer deemed to be a related party. As a result the CinRx Warrants are no longer included. |
Fair Value Measurement Inputs and Valuation Techniques | Significant inputs utilized in the valuation of the Letter Agreement Warrants as of June 30, 2024 and December 31, 2023, were: June 30, 2024 December 31, 2023 Range Weighted Average Range Weighted Average Expected volatility 98.96% - 145.41% 106.42% 79.96% - 89.61% 81.55% Risk-free interest rate 4.62% - 5.36% 4.79% 4.01% - 4.87% 4.15% The fair value of the CinRx Warrants was determined using the Black-Scholes option pricing model. Expected volatility is based on the historical volatility of the Company’s common stock over the most recent period. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of valuation. Significant inputs utilized in the valuation of the CinRx Warrants as of June 30, 2024, were: Expected volatility 91.7 % Expected life of options in years 3.0 Risk-free interest rate 4.5 % Expected dividend yield — % |
Description of Business and B_2
Description of Business and Basis of Presentation (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |||||||
Feb. 27, 2024 | Jun. 30, 2024 | Mar. 05, 2024 | Feb. 28, 2024 | Feb. 28, 2024 | Feb. 28, 2024 | Dec. 31, 2023 | Nov. 20, 2023 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Cash and cash equivalents | $ 45,526 | $ 9,446 | ||||||
Common stock par value (in usd per share) | $ 0.01 | |||||||
Retained earnings (accumulated deficit) | (291,301) | $ (281,042) | ||||||
Entity public float, threshold | $ 75,000 | |||||||
Percent of public float | 33.30% | 3% | ||||||
Parent Company | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Cash and cash equivalents | $ 26,100 | |||||||
Private Placement | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Proceeds from issuance of private placement | $ 51,000 | |||||||
Private placement, shares (in shares) | 116,493 | |||||||
Private placement pre-funded warrants, shares (in shares) | 116,590 | |||||||
Private Placement | Private Placement Pre-Funded Warrants | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Exercise price of warrants or rights (in usd per share) | $ 0.01 | |||||||
Class A Common Stock | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Common stock par value (in usd per share) | $ 0.01 | $ 0.01 | ||||||
Class A Common Stock | Private Placement | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Shares sold (in shares) | 464,377 | |||||||
Sale of stock, price per share (in usd per share) | $ 11.81 | |||||||
Class A Common Stock | Private Placement | Private Placement Pre-Funded Warrants | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Sale of stock, price per share (in usd per share) | $ 11.80 | |||||||
Number of securities called by warrants or rights (in shares) | 3,853,997 | 3,970,587 | ||||||
Class A Common Stock | TD Cowen Sales Agreement | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Aggregate offering price | $ 50,000 | |||||||
Class B Common Stock | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Common stock par value (in usd per share) | $ 0.01 | $ 0.01 | ||||||
vTv Therapeutics LLC | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Percentage of non-voting economic interest of vTv Therapeutics Holdings LLC in vTv LLC | 19.20% | |||||||
Percentage of non-voting economic interest of vTv Therapeutics Inc in vTv LLC | 80.80% | |||||||
vTv Therapeutics LLC | Class B Common Stock | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Common stock par value (in usd per share) | $ 0.01 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue | Customer | One Customer | |
Summary Of Significant Accounting Policies [Line Items] | |
Concentration risk percentage | 100% |
Collaboration Agreements - Addi
Collaboration Agreements - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Feb. 28, 2023 | May 31, 2022 | Aug. 31, 2017 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 26, 2024 | Dec. 31, 2023 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Gain (loss) on extinguishment of debt | $ 0 | $ (313) | |||||||
Contract liabilities, net of current portion | $ 18,669 | 18,669 | $ 18,669 | ||||||
Revenue | 0 | $ 0 | 1,000 | 0 | |||||
G42 Investments | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Shares sold (in shares) | 259,657 | ||||||||
Sale of stock, price per share (in usd per share) | $ 96.40 | ||||||||
Sale of stock, consideration received on transaction, gross | $ 25,000 | ||||||||
Sale of stock, consideration received on transaction | 12,500 | ||||||||
Accounts and financing receivable, after allowance for credit loss | 12,500 | ||||||||
Proceeds from collection of notes receivable | $ 12,000 | ||||||||
Discount rate | 3.75% | ||||||||
Gain (loss) on extinguishment of debt | $ (300) | ||||||||
G2 Investments Purchase Agreement And Cogna Collaborative And License Agreement | G42 Investments | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Sale of stock, consideration received on transaction, gross | 25,000 | ||||||||
Accounts and financing receivable, after allowance for credit loss | 12,500 | ||||||||
Proceeds from collection of notes receivable | $ 12,000 | ||||||||
Discount rate | 3.75% | ||||||||
Gain (loss) on extinguishment of debt | $ (300) | ||||||||
Collaborative arrangement, contingent consideration | 30,000 | ||||||||
Collaborate arrangement, contingent consideration transferred, cash | $ 30,000 | ||||||||
Contract liabilities, net of current portion | 18,700 | 18,700 | |||||||
Discount on note receivable | 600 | ||||||||
Collaboration revenue recognized | 0 | 0 | |||||||
Revenue | 0 | 0 | |||||||
Receivables, fair value disclosure | $ 11,900 | 11,900 | |||||||
G2 Investments Purchase Agreement And Cogna Collaborative And License Agreement | Cogna | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Royalties receivable, period | 10 years | ||||||||
Collaborative Arrangements | Newsoara Biopharma Co Ltd | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Contract with customer, liability, revenue recognized | $ 0 | ||||||||
Collaborative Arrangements | JDRF | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Maximum funding percentage of research and development milestones | 50% | ||||||||
Collaborative Arrangements | Newsoara Biopharma Co Ltd | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
License fee received | $ 20,000 | ||||||||
License fee received, term | 1 year | ||||||||
License fee price increase | $ 20,000 | ||||||||
Potential development and regulatory milestone payments | $ 76,500 | ||||||||
Collaborative Arrangements | Newsoara Biopharma Co Ltd | License And Technology Transfer Services | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Revenue recognized from change in estimated transaction prices | $ 1,000 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | ||
Feb. 23, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 406,799 | ||
Stock Option | |||
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 | ||
Unrecognized compensation cost related to non-vested share-based compensation arrangements | $ 4.7 | ||
Weighted average period to recognize unrecognized share-based compensation cost | 2 years 6 months | ||
Weighted average grant date fair value of options granted (in usd per share) | $ 14.88 | $ 30.59 | |
Modified common stock (in shares) | 14,340 | ||
Accelerated vesting (in shares) | 7,590 | ||
Expense reduction | $ 0.1 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Award Activity for the Period (Detail) | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Number of Shares | |
Awards outstanding, Beginning balance (in shares) | shares | 249,247 |
Granted (in shares) | shares | 406,799 |
Forfeited (in shares) | shares | (1,875) |
Awards outstanding, Ending balance (in shares) | shares | 654,171 |
Options exercisable (in shares) | shares | 199,812 |
Options exercisable, weighted average remaining contractual term | 6 years 9 months 18 days |
Options vested and expected to vest (in shares) | shares | 499,109 |
Options vested and expected to vest, weighted average remaining contractual term | 8 years 4 months 24 days |
Weighted Average Exercise Price | |
Awards outstanding, Beginning balance (in usd per share) | $ / shares | $ 77.53 |
Granted (in usd per share) | $ / shares | 12.68 |
Forfeited (in usd per share) | $ / shares | 30.87 |
Awards outstanding, Ending balance (in usd per share) | $ / shares | 37.34 |
Options exercisable (in usd per share) | $ / shares | 86.34 |
Options vested and expected to vest (in usd per share) | $ / shares | $ 44.32 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Compensation Expense Related to Grants of Stock Options (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based compensation expense | $ 859 | $ 399 | $ 1,079 | $ 742 |
Research and development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based compensation expense | 217 | 105 | 283 | 203 |
General and administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based compensation expense | $ 642 | $ 294 | $ 796 | $ 539 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - Novo License Agreement $ in Millions | Feb. 28, 2007 USD ($) |
Developmental and Regulatory Milestone Payment | Type 1 Diabetes | |
Commitments And Contingencies [Line Items] | |
Potential milestone payment | $ 9 |
Developmental and Regulatory Milestone Payment | Type 2 Diabetes | Maximum | |
Commitments And Contingencies [Line Items] | |
Potential milestone payment | 50.5 |
Developmental and Regulatory Milestone Payment | Other Indication | Maximum | |
Commitments And Contingencies [Line Items] | |
Potential milestone payment | 115 |
Sales-based Milestones Payment | |
Commitments And Contingencies [Line Items] | |
Potential milestone payment | $ 75 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Nov. 30, 2022 | |
Leases [Abstract] | ||||
Lessee, operating lease, renewal term | 5 years | |||
Lessee, operating lease, termination period | 3 years | |||
Present value of lease liabilities | $ 256,000 | $ 100,000 | ||
Operating lease right-of-use assets | $ 186,000 | $ 244,000 | $ 100,000 | |
Weighted average incremental borrowing rate | 9.50% | 9.50% | ||
Remaining operating lease term | 1 year 4 months 24 days | 1 year 10 months 24 days | ||
Operating lease cost | $ 100,000 | $ 0 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities for Operating Leases (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Nov. 30, 2022 |
Leases [Abstract] | ||
2024 (remaining six months) | $ 97 | |
2025 | 177 | |
2026 | 0 | |
2027 | 0 | |
2028 | 0 | |
Thereafter | 0 | |
Total lease payments | 274 | |
Less: imputed interest | (18) | |
Present value of lease liabilities | $ 256 | $ 100 |
Noncontrolling Interest - Addit
Noncontrolling Interest - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 | Feb. 27, 2024 | Dec. 31, 2023 | |
Noncontrolling Interest [Line Items] | |||
Redeemable noncontrolling interest, equity, fair value | $ 5,300 | ||
Redeemable noncontrolling interest | $ 0 | $ 6,131 | |
Class A Common Stock | |||
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 | Exchange of Redeemable Non controlling Interest To Class A Common Stock | |||
Noncontrolling Interest [Line Items] | |||
Stock conversion ratio | 1 | ||
vTv Therapeutics LLC | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest ownership percentage | 19.20% |
Noncontrolling Interest - Summa
Noncontrolling Interest - Summary of Net Income Attributable to Vtv Therapeutics Inc (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Noncontrolling Interest [Abstract] | ||||
Net loss attributable to vTv Therapeutics Inc. common shareholders | $ (5,180) | $ (5,619) | $ (10,045) | $ (10,118) |
Increase in vTv Therapeutics Inc. stockholders' equity (deficit) for sale of vTv Units as a result of common stock issuances | 0 | 1,275 | 9,564 | 2,620 |
Change from net loss attributable to vTv Therapeutics Inc. common shareholders and transfers to noncontrolling interest | $ (5,180) | $ (4,344) | $ (481) | $ (7,498) |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - Additional Information (Detail) $ / shares in Units, $ in Thousands | 6 Months Ended | ||||||||||||
Feb. 27, 2024 $ / shares shares | Nov. 20, 2023 $ / shares shares | Feb. 28, 2023 USD ($) | Jul. 22, 2022 USD ($) $ / shares shares | May 31, 2022 USD ($) $ / shares shares | May 04, 2021 shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Mar. 05, 2024 shares | Feb. 28, 2024 | Feb. 28, 2024 USD ($) | Feb. 28, 2024 Rate | Dec. 31, 2023 $ / shares shares | |
Class Of Stock [Line Items] | |||||||||||||
Capital stock, shares authorized (in shares) | 350,000,000 | 250,000,000 | |||||||||||
Common stock par value (in usd per share) | $ / shares | $ 0.01 | ||||||||||||
Preferred stock, par or stated value per share (in usd per share) | $ / shares | $ 0.01 | ||||||||||||
Shares authorized (in shares) | 50,000,000 | ||||||||||||
Gain (loss) on extinguishment of debt | $ | $ 0 | $ (313) | |||||||||||
Entity public float, threshold | $ | $ 75,000 | ||||||||||||
Percent of public float | 33.30% | 3% | |||||||||||
Private Placement Pre-Funded Warrants | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Percent of securities called by warrants | 9.99% | 19.99% | |||||||||||
Private Placement | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Private placement, shares (in shares) | 116,493 | ||||||||||||
Private placement pre-funded warrants, shares (in shares) | 116,590 | ||||||||||||
Private Placement | Private Placement Pre-Funded Warrants | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Exercise price of warrants or rights (in usd per share) | $ / shares | $ 0.01 | ||||||||||||
G42 Investments | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Shares sold (in shares) | 259,657 | ||||||||||||
Sale of stock, price per share (in usd per share) | $ / shares | $ 96.40 | ||||||||||||
Sale of stock, consideration received on transaction, gross | $ | $ 25,000 | ||||||||||||
Sale of stock, consideration received on transaction | $ | 12,500 | ||||||||||||
Accounts and financing receivable, after allowance for credit loss | $ | $ 12,500 | ||||||||||||
Sale of stock, consideration, receivables, payment term | 1 year | ||||||||||||
Proceeds from collection of notes receivable | $ | $ 12,000 | ||||||||||||
Discount rate | 3.75% | ||||||||||||
Gain (loss) on extinguishment of debt | $ | $ (300) | ||||||||||||
CinRx Investment | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Shares sold (in shares) | 103,864 | ||||||||||||
Sale of stock, price per share (in usd per share) | $ / shares | $ 96.40 | ||||||||||||
Sale of stock, consideration received on transaction, gross | $ | $ 10,000 | ||||||||||||
Sale of stock, consideration received on transaction | $ | 6,000 | ||||||||||||
Accounts and financing receivable, after allowance for credit loss | $ | $ 4,000 | ||||||||||||
Warrants, term | 5 years | ||||||||||||
Class A Common Stock | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Increase in shares authorized (in shares) | 100,000,000 | ||||||||||||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | |||||||||
Common stock par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||||||
Stock split conversion ratio | 0.025 | ||||||||||||
Class A Common Stock | Private Placement | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Shares sold (in shares) | 464,377 | ||||||||||||
Sale of stock, price per share (in usd per share) | $ / shares | $ 11.81 | ||||||||||||
Class A Common Stock | Private Placement | Private Placement Pre-Funded Warrants | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Sale of stock, price per share (in usd per share) | $ / shares | $ 11.80 | ||||||||||||
Number of securities called by warrants or rights (in shares) | 3,853,997 | 3,970,587 | |||||||||||
Class A Common Stock | TD Cowen Sales Agreement | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Aggregate offering price | $ | $ 50,000 | ||||||||||||
Common Stock | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Common stock, shares authorized (in shares) | 300,000,000 | ||||||||||||
Common Stock | CinRx Investment | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Number of securities called by warrants or rights (in shares) | 30,000 | ||||||||||||
Exercise price of warrants or rights (in usd per share) | $ / shares | $ 28.80 | ||||||||||||
Warrants, fair value | $ | $ 400 | ||||||||||||
Class B Common Stock | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||
Common stock par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||||||
Stock split conversion ratio | 0.025 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - Related Party - MacAndrews & Forbes Incorporated | 6 Months Ended |
Jun. 30, 2024 shares | |
Related Party Transaction [Line Items] | |
Ownership percentage of majority owner | 49.50% |
Amount of cash savings percentage | 85% |
Class B Common Stock | |
Related Party Transaction [Line Items] | |
Share held by related party (in shares) | 577,108 |
Class A Common Stock | |
Related Party Transaction [Line Items] | |
Share held by related party (in shares) | 912,982 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Taxes [Line Items] | ||||
Income tax provision | $ 0 | $ 0 | $ 100,000 | $ 0 |
M&F TTP Holdings LLC | ||||
Income Taxes [Line Items] | ||||
Amount of cash savings percentage | 85% |
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 | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Numerator: | |||||
Net loss | $ (6,409) | $ (7,211) | $ (12,428) | $ (12,985) | |
Less: net loss attributable to noncontrolling interest | (1,229) | (1,592) | (2,383) | (2,867) | |
Net loss attributable to common shareholders of vTv Therapeutics Inc., diluted | (5,180) | (5,619) | (10,045) | (10,118) | |
Net loss attributable to common shareholders of vTv Therapeutics Inc., basic | $ (5,180) | $ (5,619) | $ (10,045) | $ (10,118) | |
Class A Common Stock | |||||
Denominator: | |||||
Weighted-average number of vTv Therapeutics Inc. Class A Common Stock, basic (in shares) | [1] | 6,403,444 | 2,084,973 | 5,098,877 | 2,084,973 |
Weighted-average number of vTv Therapeutics Inc. Class A Common Stock, diluted (in shares) | [1] | 6,403,444 | 2,084,973 | 5,098,877 | 2,084,973 |
Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic (in usd per share) | [1] | $ (0.81) | $ (2.69) | $ (1.97) | $ (4.85) |
Net loss per share of vTv Therapeutics Inc. Class A Common Stock, diluted (in usd per share) | [1] | $ (0.81) | $ (2.69) | $ (1.97) | $ (4.85) |
[1] (*) Adjusted retroactively for reverse stock split |
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 | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in calculation of dilutive net loss per share (in shares) | 1,307,115 | 896,344 |
Class B Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in calculation of dilutive net loss per share (in shares) | 577,349 | 577,349 |
Common stock options granted under the Plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in calculation of dilutive net loss per share (in shares) | 654,171 | 238,636 |
Common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in calculation of dilutive net loss per share (in shares) | 75,595 | 80,359 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summarizes the Conclusions Reached Regarding Fair Value Measurements (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Significant Unobservable Inputs (Level 3) | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning Balance | $ 110 | $ 684 | |
Net Change in fair value included in earnings | 178 | (65) | |
Purchases / Issuance | 0 | 0 | |
Sales / Repurchases | 0 | 0 | |
Ending Balance | 288 | $ 619 | |
Significant Unobservable Inputs (Level 3) | Related Party | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning Balance | 110 | ||
Net Change in fair value included in earnings | 250 | ||
Purchases / Issuance | 0 | ||
Sales / Repurchases | 0 | ||
Ending Balance | 360 | ||
Significant Unobservable Inputs (Level 3) | Nonrelated Party | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning Balance | 0 | ||
Net Change in fair value included in earnings | (72) | ||
Purchases / Issuance | 0 | ||
Sales / Repurchases | 0 | ||
Ending Balance | (72) | ||
Fair Value, Measurements, Recurring | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Liabilities: | 288 | $ 110 | |
Fair Value, Measurements, Recurring | Nonrelated Party | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Liabilities: | 130 | ||
Fair Value, Measurements, Recurring | Warrant liability, related party | Related Party | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Liabilities: | 158 | ||
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Liabilities: | 0 | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Nonrelated Party | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Liabilities: | 0 | ||
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Warrant liability, related party | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Liabilities: | 0 | ||
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Warrant liability, related party | Related Party | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Liabilities: | 0 | ||
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Liabilities: | 0 | 0 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Nonrelated Party | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Liabilities: | 0 | ||
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Warrant liability, related party | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Liabilities: | 0 | ||
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Warrant liability, related party | Related Party | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Liabilities: | 0 | ||
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Liabilities: | 288 | 110 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Nonrelated Party | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Liabilities: | 130 | ||
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Warrant liability, related party | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Liabilities: | $ 110 | ||
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Warrant liability, related party | Related Party | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Liabilities: | $ 158 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Fair Value Measurement Inputs and Valuation Techniques (Detail) | Jun. 30, 2024 | Dec. 31, 2023 |
CinRx Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected life of options in years | 3 years | |
Expected volatility | CinRx Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Inputs utilized in the valuation of warrants | 0.917 | |
Risk-free interest rate | CinRx Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Inputs utilized in the valuation of warrants | 0.045 | |
Expected dividend yield | CinRx Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Inputs utilized in the valuation of warrants | 0 | |
Minimum | Expected volatility | Letter Agreement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Inputs utilized in the valuation of warrants | 0.9896 | 0.7996 |
Minimum | Risk-free interest rate | Letter Agreement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Inputs utilized in the valuation of warrants | 0.0462 | 0.0401 |
Maximum | Expected volatility | Letter Agreement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Inputs utilized in the valuation of warrants | 1.4541 | 0.8961 |
Maximum | Risk-free interest rate | Letter Agreement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Inputs utilized in the valuation of warrants | 0.0536 | 0.0487 |
Weighted Average | Expected volatility | Letter Agreement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Inputs utilized in the valuation of warrants | 1.0642 | 0.8155 |
Weighted Average | Risk-free interest rate | Letter Agreement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Inputs utilized in the valuation of warrants | 0.0479 | 0.0415 |