vtvt-10q_20210331.htm

10-Q 1 vtvt-10q_20210331.htm 10-Q vtvt-10q_20210331.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2021

☐	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 310 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 ☒ No ☐

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 ☒ No ☐

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. ☐

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

Class of Stock	Shares Outstanding as of May 5, 2021
Class A common stock, par value $0.01 per share		58,013,630
Class B common stock, par value $0.01 per share		23,093,860

vTv THERAPEUTICS INC. AND SUBSIDIARIES

INDEX TO FORM 10-Q

FOR THE QUARTER ENDED March 31, 2021

		PAGE NUMBER

PART I – FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Balance Sheets as of March 31, 2021 (Unaudited) and December 31, 2020	4

	Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020	5

	Unaudited Condensed Consolidated Statement of Changes in Redeemable Noncontrolling Interest and Stockholders’ Deficit for the three months ended March 31, 2021 and 2020	6

	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020	7

	Notes to Unaudited Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28

Item 4.	Controls and Procedures	29

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	29

Item 1A.	Risk Factors	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.	Defaults Upon Senior Securities	30

Item 4.	Mine Safety Disclosures	30

Item 5.	Other Information	30

Item 6.	Exhibits	31

	Signatures	32

PART I – FINANCIAL INFORMATION

The financial statements and other disclosures contained in this report include those of vTv Therapeutics Inc. (“we”, the “Company” or the “Registrant”), which is the registrant, and those of vTv Therapeutics LLC (“vTv LLC”), which is the principal operating subsidiary of the Registrant. Unless the context suggests otherwise, references in this Quarterly Report on Form 10-Q to the “Company”, “we”, “us” and “our” refer to vTv Therapeutics Inc. and its consolidated subsidiaries.

vTv Therapeutics Inc.

Condensed Consolidated Balance Sheets

(in thousands, except number of shares and per share data)

	March 31,			December 31,
	2021			2020
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	8,449		$	5,747
Accounts receivable, net		2			158
Prepaid expenses and other current assets		710			939
Current deposits		60			371
Total current assets		9,221			7,215
Property and equipment, net		344			367
Operating lease right-of-use assets		464			482
Long-term investments		6,725			6,725
Total assets	$	16,754		$	14,789
Liabilities, Redeemable Noncontrolling Interest and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	4,965		$	6,120
Current portion of operating lease liabilities		162			155
Current portion of contract liabilities		35			31
Current portion of notes payable		—			84
Total current liabilities		5,162			6,390
Contract liabilities, net of current portion		18			1,009
Operating lease liabilities, net of current portion		633			676
Warrant liability, related party		4,519			2,871
Other liabilities		50			50
Total liabilities		10,382			10,996
Commitments and contingencies
Redeemable noncontrolling interest		62,647			83,895
Stockholders’ deficit:
Class A Common Stock, $0.01 par value; 100,000,000 shares authorized, 57,571,904 and 54,050,710 shares outstanding as of March 31, 2021 and December 31, 2020, respectively		576			541
Class B Common Stock, $0.01 par value; 100,000,000 shares authorized, and 23,093,860 outstanding as of March 31, 2021 and 23,094,221 as of December 31, 2020		232			232
Additional paid-in capital		217,647			209,161
Accumulated deficit		(274,730	)		(290,036	)
Total stockholders’ deficit attributable to vTv Therapeutics Inc.		(56,275	)		(80,102	)
Total liabilities, redeemable noncontrolling interest and stockholders’ deficit	$	16,754		$	14,789

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

vTv Therapeutics Inc.

Condensed Consolidated Statements of Operations - Unaudited

(in thousands, except number of shares and per share data)

	Three Months Ended
	March 31,
	2021			2020
Revenue	$	987		$	8
Operating expenses:
Research and development		3,103			4,204
General and administrative		2,164			2,450
Total operating expenses		5,267			6,654
Operating loss		(4,280	)		(6,646	)
Other (expense) income – related party		(1,648	)		(363	)
Interest income		1			12
Interest expense		—			(168	)
Loss before income taxes and noncontrolling interest		(5,927	)		(7,165	)
Income tax provision		15			—
Net loss before noncontrolling interest		(5,942	)		(7,165	)
Less: net loss attributable to noncontrolling interest		(1,701	)		(2,441	)
Net loss attributable to vTv Therapeutics Inc.	$	(4,241	)	$	(4,724	)
Net loss attributable to vTv Therapeutics Inc. common shareholders	$	(4,241	)	$	(4,724	)
Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted	$	(0.08	)	$	(0.11	)
Weighted-average number of vTv Therapeutics Inc. Class A Common Stock, basic and diluted		56,472,535			43,462,551

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

vTv Therapeutics Inc.

Condensed Consolidated Statement of Changes in Redeemable Noncontrolling Interest and Stockholders’ Deficit - Unaudited

(in thousands, except number of shares)

For the three months ended March 31, 2021
				Class A Common Stock				Class B Common Stock
	Redeemable Noncontrolling Interest			Shares		Amount		Shares			Amount		Additional Paid-in Capital		Accumulated Deficit			Total Stockholders' Deficit
Balances at December 31, 2020	$	83,895			54,050,710	$	541		23,094,221		$	232	$	209,161	$	(290,036	)	$	(80,102	)
Net loss		(1,701	)		—		—		—			—		—		(4,241	)		(4,241	)
Share-based compensation		—			—		—		—			—		436		—			436
Exchange of Class B Common Stock for Class A Common Stock		—			361		—		(361	)		—		—		—			—
Exercise of stock options		—			20,833		—		—			—		47		—			47
Issuance of Class A Common Stock under LPC Agreement		—			3,500,000		35		—			—		8,003		—			8,038
Change in redemption value of noncontrolling interest		(19,547	)		—		—		—			—		—		19,547			19,547
Balances at March 31, 2021	$	62,647			57,571,904	$	576		23,093,860		$	232	$	217,647	$	(274,730	)	$	(56,275	)

For the three months ended March 31, 2020
				Class A Common Stock				Class B Common Stock
	Redeemable Noncontrolling Interest			Shares		Amount		Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Total Stockholders' Deficit
Balances at December 31, 2019	$	40,183			40,918,522	$	409		23,094,221	$	232	$	183,858	$	(233,522	)	$	(49,023	)
Net loss		(2,441	)		—		—		—		—		—		(4,724	)		(4,724	)
Share-based compensation		—			—		—		—		—		380		—			380
Issuance of Class A Common Stock to a related party under the Letter Agreements		—			3,750,000		38		—		—		5,962		—			6,000
Vesting of restricted stock units		—			11,667		—		—		—		—		—			—
Change in redemption value of noncontrolling interest		14,454			—		—		—		—		—		(14,454	)		(14,454	)
Balances at March 31, 2020	$	52,196			44,680,189	$	447		23,094,221	$	232	$	190,200	$	(252,700	)	$	(61,821	)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

vTv Therapeutics Inc.

Condensed Consolidated Statements of Cash Flows - Unaudited

(in thousands)

	Three Months Ended March 31,
	2021			2020
Cash flows from operating activities:
Net loss before noncontrolling interest	$	(5,942	)	$	(7,165	)
Adjustments to reconcile net loss before noncontrolling interest to net cash used in operating activities:
Depreciation expense		23			27
Share-based compensation expense		436			380
Change in fair value of warrants, related party		1,648			363
Amortization of debt discount		—			47
Changes in assets and liabilities:
Accounts receivable		156			—

SEC Form 10-Q filed by vTv Therapeutics Inc.