vTv Therapeutics Inc 10-Q for FY2022 Q1

vTv Therapeutics Inc. (VTVT)

10-Q 2022-05-12 For: 2022-03-31

Added on April 06, 2026

About this 10-Q

vTv Therapeutics Inc filed this 10-Q on May 12, 2022, covering the quarter ended March 31, 2022 (FY2022 Q1).

Headline figures

Quarter ended March 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $2M; up 102.6% from $987K a year earlier
Net loss: $7.01M; compared with a net loss of $4.24M a year earlier

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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)


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

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☒

Emerging growth company	☐

Class of Stock	Shares Outstanding as of May 12, 2022
Class A common stock, par value $0.01 per share		66,942,777
Class B common stock, par value $0.01 per share		23,093,860

		PAGE NUMBER

PART I – FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Balance Sheets as of March 31, 2022, (Unaudited) and December 31, 2021	4

	Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2022, and 2021	5

	Unaudited Condensed Consolidated Statement of Changes in Redeemable Noncontrolling Interest and Stockholders’ Deficit for the three months ended March 31, 2022, and 2021	6

	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022, and 2021	7

	Notes to Unaudited Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28

Item 4.	Controls and Procedures	28

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	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	30

	Signatures	31

	March 31,			December 31,
	2022			2021
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	12,138		$	13,415
Accounts receivable		57			57
Prepaid expenses and other current assets		1,387			2,049
Current deposits		30			100
Total current assets		13,612			15,621
Property and equipment, net		255			278
Operating lease right-of-use assets		379			402
Long-term investments		5,939			9,173
Total assets	$	20,185		$	25,474
Liabilities, Redeemable Noncontrolling Interest and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	12,474		$	8,023
Current portion of operating lease liabilities		191			184
Current portion of contract liabilities		35			35
Current portion of notes payable		—			256
Total current liabilities		12,700			8,498
Operating lease liabilities, net of current portion		441			492
Warrant liability, related party		770			1,262
Total liabilities		13,911			10,252
Commitments and contingencies
Redeemable noncontrolling interest		14,367			24,962
Stockholders’ deficit:
Class A Common Stock, $0.01 par value; 200,000,000 shares authorized, 66,942,777 shares outstanding as of March 31, 2022, and December 31, 2021		669			669
Class B Common Stock, $0.01 par value; 100,000,000 shares authorized, and 23,093,860 outstanding as of March 31, 2022, and December 31, 2021		232			232
Additional paid-in capital		238,669			238,193
Accumulated deficit		(247,663	)		(248,834	)
Total stockholders’ deficit attributable to vTv Therapeutics Inc.		(8,093	)		(9,740	)
Total liabilities, redeemable noncontrolling interest and stockholders’ deficit	$	20,185		$	25,474

	Three Months Ended
	March 31,
	2022			2021
Revenue	$	2,000		$	987
Operating expenses:
Research and development		3,133			3,103
General and administrative		5,348			2,164
Total operating expenses		8,481			5,267
Operating loss		(6,481	)		(4,280	)
Other expense		(3,234	)		—
Other income (expense) – related party		492			(1,648	)
Interest income		—			1
Interest expense		(1	)		—
Loss before income taxes and noncontrolling interest		(9,224	)		(5,927	)
Income tax provision		200			15
Net loss before noncontrolling interest		(9,424	)		(5,942	)
Less: net loss attributable to noncontrolling interest		(2,417	)		(1,701	)
Net loss attributable to vTv Therapeutics Inc.	$	(7,007	)	$	(4,241	)
Net loss attributable to vTv Therapeutics Inc. common shareholders	$	(7,007	)	$	(4,241	)
Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted	$	(0.10	)	$	(0.08	)
Weighted-average number of vTv Therapeutics Inc. Class A Common Stock, basic and diluted		66,942,777			56,472,535

For the three months ended March 31, 2022
						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, 2021		$		24,962			66,942,777	$	669		23,093,860		$	232	$	238,193	$	(248,834	)	$	(9,740	)
Net loss				(2,417	)		—		—		—			—		—		(7,007	)		(7,007	)
Share-based compensation				—			—		—		—			—		476		—			476
Change in redemption value of noncontrolling interest				(8,178	)		—		—		—			—		—		8,178			8,178
Balances at March 31, 2022		$		14,367			66,942,777	$	669		23,093,860		$	232	$	238,669	$	(247,663	)	$	(8,093	)
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	)

	Three Months Ended March 31,
	2022			2021
Cash flows from operating activities:
Net loss before noncontrolling interest	$	(9,424	)	$	(5,942	)
Adjustments to reconcile net loss before noncontrolling interest to net cash used in operating activities:
Depreciation expense		23			23
Share-based compensation expense		476			436
Change in fair value of investments		3,234			—
Change in fair value of warrants, related party		(492	)		1,648
Changes in assets and liabilities:
Accounts receivable		—			156
Prepaid expenses and other assets		732			540
Accounts payable and accrued expenses		4,430			(1,173	)
Contract liabilities		—			(987	)
Net cash used in operating activities		(1,021	)		(5,299	)
Cash flows from financing activities:
Proceeds from issuance of Class A Common Stock, net of offering costs		—			8,038
Proceeds from exercise of stock options		—			47
Repayment of notes payable		(256	)		(84	)
Net cash (used in) provided by financing activities		(256	)		8,001
Net (decrease) increase in cash, cash equivalents and restricted cash and cash equivalents		(1,277	)		2,702
Total cash, cash equivalents and restricted cash and cash equivalents, beginning of period		13,415			5,747
Total cash, cash equivalents and restricted cash and cash equivalents, end of period	$	12,138		$	8,449

Non-cash activities:
Change in redemption value of noncontrolling interest	$	(8,178	)	$	(19,547	)

	March 31, 2022		December 31, 2021
Current portion of contract liabilities	$	35	$	35
Total contract liabilities	$	35	$	35

	Number of Shares			Weighted- Average Exercise Price
Awards outstanding at December 31, 2021		7,056,035		$	3.19
Granted		1,200,000			0.76
Forfeited		(2,533,693	)		2.39
Awards outstanding at March 31, 2022		5,722,342		$	3.03
Options exercisable at March 31, 2022		2,506,916		$	5.23
Weighted average remaining contractual term	6.3 Years
Options vested and expected to vest at March 31, 2022		5,060,013		$	3.27
Weighted average remaining contractual term	7.9 Years

	March 31, 2022		December 31, 2021
Equity investment with readily determinable fair value:
Reneo common stock	$	1,694	$	4,928

Equity investment without readily determinable fair values assessed under the measurement alternative:
Anteris preferred stock		4,245		4,245
Total	$	5,939	$	9,173

2022 (remaining nine months)	$	196
2023		268
2024		275
2025		23
2026		—
Thereafter		—
Total lease payments		762
Less: imputed interest		(130	)
Present value of lease liabilities	$	632

	For the Three Months Ended March 31,
	2022			2021
Net loss attributable to vTv Therapeutics Inc. common shareholders	$	(7,007	)	$	(4,241	)
Decrease/(Increase) in vTv Therapeutics Inc. accumulated deficit for purchase of LLC Units as a result of common stock issuances		2,432			(2,410	)
Change from net loss attributable to vTv Therapeutics Inc. common shareholders and transfers to noncontrolling interest	$	(4,575	)	$	(6,651	)

	March 31, 2022		March 31, 2021
Class B Common Stock ⁽¹⁾		23,093,860		23,093,860
Common stock options granted under the Plan		5,722,342		4,404,403
Common stock warrants		2,014,503		2,014,503
Total		30,830,705		29,512,766

	March 31, 2022		December 31, 2021
	Range	Weighted Average	Range	Weighted Average
Expected volatility	83.73% - 135.37%	119.98%	82.68% - 142.86%	128.13%
Risk-free interest rate	2.40% - 2.44%	2.43%	0.95% - 1.26%	1.15%

	Balance at March 31, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Equity securities with readily determinable fair value	$	1,694	$	1,694	$	—	$	—
Total	$	1,694	$	1,694	$	—	$	—

Liabilities:
Warrant liability, related party ⁽¹⁾	$	770					$	770
Total	$	770	$	—	$	—	$	770

	Balance at December 31, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Equity securities with readily determinable fair value	$	4,928	$	4,928	$	—	$	—
Total	$	4,928	$	4,928	$	—	$	—

Liabilities:
Warrant liability, related party ⁽¹⁾	$	1,262	$	—	$	—	$	1,262
Total	$	1,262	$	—	$	—	$	1,262

	Changes in Level 3 instruments for the three months ended March 31,
	Balance at January 1		Net Change in fair value included in earnings			Purchases / Issuance		Sales / Repurchases		Balance at March 31,
2022
Warrant liability, related party	$	1,262	$	(492	)	$	—	$	—	$	770
Total	$	1,262	$	(492	)	$	—	$	—	$	770

2021
Warrant liability, related party	$	2,871	$	1,648		$	—	$	—	$	4,519
Total	$	2,871	$	1,648		$	—	$	—	$	4,519

(dollars in thousands)	Three Months Ended March 31,
Statement of operations data:	2022			2021			Change
Revenue	$	2,000		$	987		$	1,013
Operating expenses:
Research and development		3,133			3,103			30
General and administrative		5,348			2,164			3,184
Total operating expenses		8,481			5,267			3,214
Operating loss		(6,481	)		(4,280	)		(2,201	)
Interest income		—			1			(1	)
Interest expense		(1	)		—			(1	)
Other expense, net		(2,742	)		(1,648	)		(1,094	)
Loss before income taxes		(9,224	)		(5,927	)		(3,297	)
Income tax provision		200			15			185
Net loss before noncontrolling interest		(9,424	)		(5,942	)		(3,482	)
Less: net loss attributable to noncontrolling interest		(2,417	)		(1,701	)		(716	)
Net loss attributable to vTv Therapeutics Inc.	$	(7,007	)	$	(4,241	)	$	(2,766	)

Exhibit Number		Description


10.1*		Deepa Prasad Separation Agreement

10.2*		Richard S. Nelson Employment Agreement

31.1*		Certification of Interim President and Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Accounting Officer required by Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Interim President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Chief Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF		Inline XBRL Taxonomy Extension Definition Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

			VTV THERAPEUTICS INC.
			(Registrant)

	By:		/s/ Richard S. Nelson
			Richard S. Nelson
			Interim Chief Executive Officer

	By:		/s/ Barry Brown
			Barry Brown
			Chief Accounting Officer