vtvt-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 10-Q

_____________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-37524

_____________________________

vTv Therapeutics Inc.

(Exact name of registrant as specified in its charter)

_____________________________


Delaware			47-3916571
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

3980 Premier Dr, Suite 110 High Point, NC			27265
(Address of principal executive offices)			(Zip Code)

(336) 841-0300

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

_____________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.01 per share	VTVT	NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x


Class of Stock						Shares Outstanding as of August 6, 2026
Class A common stock, par value $0.01 per share						3,953,928
Class B common stock, par value $0.01 per share						92


		PAGE NUMBER

PART I – FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Balance Sheets as of June 3 0 , 2026 (Unaudited) and December 31, 2025	4

	Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 3 0 , 2026 and 2025	5

	Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the three and six months ended June 3 0 , 2026 and 2025	6

	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 3 0 , 2026 and 2025	8

	Notes to Unaudited Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4.	Controls and Procedures	27

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 3.	Defaults Upon Senior Securities	28

Item 4.	Mine Safety Disclosures	28

Item 5.	Other Information	28

Item 6.	Exhibits	28

	Signatures	30


	June 30, 2026		December 31, 2025
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	86,643	$	88,932


Prepaid expenses	416		743
Other current assets	530		218
Total current assets	87,589		89,893
Other assets	4		6

Total assets	$	87,593	$	89,899
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	6,992	$	6,557



Warrant liability, related party	25		84
Total current liabilities	7,017		6,641
Contract liabilities	1,830		18,669


Warrant liability	114		152
Total liabilities	8,961		25,462
Commitments and contingencies

Stockholders’ equity:
Class A common stock, $0.01 par value; 200,000,000 shares authorized, 3,938,803 and 3,938,654 outstanding as of June 30, 2026 and December 31, 2025, respectively	39		39
Class B common stock, $0.01 par value; 100,000,000 shares authorized, 92 and 241 outstanding as of June 30, 2026 and December 31, 2025, respectively	—		—

Additional paid-in capital	394,205		391,090
Accumulated deficit	(315,612)		(326,692)
Total stockholders’ equity	78,632		64,437
Total liabilities and stockholders’ equity	$	87,593	$	89,899


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Revenue	$	—	$	—	$	36,839	$	—
Operating expenses:
Research and development	8,770		4,103		17,748		6,933
General and administrative	5,160		3,618		9,758		7,291
Total operating expenses	13,930		7,721		27,506		14,224
Operating (loss) income	(13,930)		(7,721)		9,333		(14,224)
Other income (expense), net	29		12		38		(5)
Other income – related party	35		54		59		26
Interest income	812		275		1,650		606

Net (loss) income before income taxes and noncontrolling interest	(13,054)		(7,380)		11,080		(13,597)
Income tax provision	—		—		—		—
Net (loss) income before noncontrolling interest	(13,054)		(7,380)		11,080		(13,597)
Less: net loss attributable to noncontrolling interest	—		(1,334)		—		(2,459)
Net (loss) income attributable to vTv Therapeutics Inc.	$	(13,054)	$	(6,046)	$	11,080	$	(11,138)
Net (loss) income attributable to vTv Therapeutics Inc. common shareholders	(13,054)		(6,046)		11,080		(11,138)
Basic net (loss) income per share of vTv Therapeutics Inc. Class A common stock	$	(1.05)	$	(0.92)	$	0.89	$	(1.69)
Basic weighted average number of vTv Therapeutics Inc. Class A common stock	12,409,316		6,587,070		12,409,297		6,584,969
Diluted net (loss) income per share of vTv Therapeutics Inc. Class A common stock	$	(1.05)	$	(0.92)	$	0.76	$	(1.69)
Diluted weighted average number of vTv Therapeutics Inc. Class A common stock	12,409,316		6,587,070		14,541,788		6,584,969


For the three months ended June 30, 2026
	Class A Common Stock			Class B Common Stock
	Shares	Amount		Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
Balances at March 31, 2026	3,938,654	$	39	241	$	—	$	392,478	$	(302,558)	$	89,959
Net loss attributable to vTv Therapeutics Inc.	—	—		—	—		—		(13,054)		(13,054)
Share-based compensation	—	—		—	—		1,727		—		1,727
Conversion of Class B Common Stock to Class A Common Stock	149	—		(149)	—		—		—		—
Balances at June 30, 2026	3,938,803	$	39	92	$	—	$	394,205	$	(315,612)	$	78,632


For the three months ended June 30, 2025
	Class A Common Stock			Class B Common Stock
	Shares	Amount		Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Total vTv Therapeutics Inc Stockholders’ Equity		Noncontrolling Interest		Total Stockholders’ Equity
Balances at March 31, 2025	2,612,257	$	26	577,349	$	6	$	312,698	$	(304,810)	$	7,920	$	977	$	8,897
Net loss attributable to vTv Therapeutics Inc.	—	—		—	—		—		(6,046)		(6,046)		—		(6,046)

Issuance of common stock upon exercise of stock options	700	—		—	—		9		—		9		—		9
Net shares withheld for tax withholding related to the settlement of equity awards.	4,258	—		—	—		(51)		—		(51)		—		(51)
Share-based compensation	—	—		—	—		930		—		930		—		930


Net loss attributable to noncontrolling interest	—	—		—	—		—		—		—		(1,334)		(1,334)
Balances at June 30, 2025	2,617,215	$	26	577,349	$	6	$	313,586	$	(310,856)	$	2,762	$	(357)	$	2,405


For the six months ended June 30, 2026
	Class A Common Stock			Class B Common Stock
	Shares	Amount		Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
Balances at December 31, 2025	3,938,654	$	39	241	$	—	$	391,090	$	(326,692)	$	64,437
Net income attributable to vTv Therapeutics Inc.	—	—		—	—		—		11,080		11,080
Share-based compensation	—	—		—	—		3,115		—		3,115
Conversion of Class B Common Stock to Class A Common Stock	149	—		(149)	—		—		—		—
Balances at June 30, 2026	3,938,803	$	39	92	$	—	$	394,205	$	(315,612)	$	78,632


For the six months ended June 30, 2025
	Class A Common Stock			Class B Common Stock
	Shares	Amount		Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Total vTv Therapeutics Inc Stockholders’ Equity		Noncontrolling Interest		Total Stockholders’ Equity
Balances at December 31, 2024	2,612,257	$	26	577,349	$	6	$	311,885	$	(299,718)	$	12,199	$	2,102	$	14,301
Net loss attributable to vTv Therapeutics Inc.	—	—		—	—		—		(11,138)		(11,138)		—		(11,138)

Issuance of common stock upon exercise of stock options	700	—		—	—		9		—		9		—		9
Net shares withheld for tax withholding related to the settlement of equity awards.	4,258	—		—	—		(51)		—		(51)		—		(51)
Share-based compensation	—	—		—	—		1,743		—		1,743		—		1,743


Net loss attributable to noncontrolling interest	—	—		—	—		—		—		—		(2,459)		(2,459)
Balances at June 30, 2025	2,617,215	$	26	577,349	$	6	$	313,586	$	(310,856)	$	2,762	$	(357)	$	2,405


	Six Months Ended June 30,
	2026		2025
Cash flows from operating activities:
Net income (loss) before noncontrolling interest	$	11,080	$	(13,597)
Adjustments to reconcile net income (loss) before noncontrolling interest to net cash used in operating activities:
Depreciation expense	2		12


Share-based compensation expense	3,115		1,743


Change in fair value of warrants, related party	(59)		(26)
Change in fair value of warrants	(38)		5
Changes in assets and liabilities:

Prepaid expenses	327		833
Other current assets	(312)		82
Other assets	—		67
Accounts payable and accrued expenses	435		189
Contract liabilities	(16,839)		—
Other liabilities	—		(90)
Net cash used in operating activities	(2,289)		(10,782)



Cash flows from financing activities:





Proceeds from the exercise of stock options	—		9
Taxes paid related to net share settlement of equity awards	—		(51)


Net cash used in financing activities	—		(42)
Net decrease in cash and cash equivalents	(2,289)		(10,824)
Total cash and cash equivalents, beginning of period	88,932		36,746
Total cash and cash equivalents, end of period	$	86,643	$	25,922


	Number of Shares	Weighted Average Exercise Price		Aggregate Intrinsic Value (in thousands)
Awards outstanding at December 31, 2025	1,017,620	$	25.18
Granted	564,719	36.52

Forfeited or Expired	(41,687)	30.60
Awards outstanding at June 30, 2026	1,540,652	$	29.19	$	17,857
Options exercisable at June 30, 2026	604,164	$	29.28	$	9,795
Weighted average remaining contractual term	7.1 Years
Options vested and expected to vest at June 30, 2026	1,275,464	$	28.73
Weighted average remaining contractual term	8.1 Years


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Research and development	$	533	$	307	$	977	$	534
General and administrative	1,194		623		2,138		1,209
Total share-based compensation expense	$	1,727	$	930	$	3,115	$	1,743


*			Includes HPP737 and azeliragon
†			Includes share-based compensation


	Shares	Weighted Average Exercise Price
Outstanding at December 31, 2025	13,714,356	8.69
Granted	—	$	—
Exercised	—	—
Expired or cancelled	—	—
Outstanding at June 30, 2026*	13,714,356	$	8.69
Exercisable at June 30, 2026	13,714,356	$	8.69


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2026		2025		2026		2025
Basic net (loss) income per share:
Numerator:
Net (loss) income	$	(13,054)	$	(7,380)	$	11,080	$	(13,597)
Less: Net loss attributable to noncontrolling interests	—		(1,334)		—		(2,459)
Net (loss) income attributable to common shareholders of vTv Therapeutics Inc.	(13,054)		(6,046)		11,080		(11,138)
Denominator:
Weighted average vTv Therapeutics Inc. Class A common stock (1)	12,409,316		6,587,070		12,409,297		6,584,969
Basic net (loss) income per share of vTv Therapeutics Inc. Class A common stock	$	(1.05)	$	(0.92)	$	0.89	$	(1.69)

Diluted net (loss) income per share:
Numerator:
Net (loss) income	$	(13,054)	$	(7,380)	$	11,080	$	(13,597)
Less: Net loss attributable to noncontrolling interests	—		(1,334)		—		(2,459)
Net (loss) income attributable to common shareholders of vTv Therapeutics Inc	(13,054)		(6,046)		11,080		(11,138)
Denominator:
Weighted average vTv Therapeutics Inc. Class A common stock (1)	12,409,316		6,587,070		14,541,788		6,584,969
Diluted net (loss) income per share of vTv Therapeutics Inc. Class A common stock	$	(1.05)	$	(0.92)	$	0.76	$	(1.69)


			(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, 2026 and 2025.


	June 30, 2026	June 30, 2025
Class B common stock (1)	92	577,349
Common stock options granted under the Plan	674,538	1,018,250
Common stock warrants	19,160	70,639
Total	693,790	1,666,238


			(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.


(dollars in thousands)	Three Months Ended June 30,
Statement of operations data:	2026		2025		Change
Revenue	$	—	$	—	$	—
Operating expenses:
Research and development	8,770		4,103		4,667
General and administrative	5,160		3,618		1,542
Total operating expenses	13,930		7,721		6,209
Operating loss	(13,930)		(7,721)		(6,209)
Interest income	812		275		537

Other income, net	64		66		(2)
Net loss before income taxes and noncontrolling interest	(13,054)		(7,380)