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VTVT on Nasdaq

vTv Therapeutics Inc.

In its 2026 annual report the company says: “We are a late-stage biopharmaceutical company focused on developing orally administered therapies for metabolic and inflammatory diseases with the goal of improving patient outcomes. Our lead product candidate, cadisegliatin (TTP399), is a novel, small-molecule, liver-selective glucokinase activator (GKA) currently being evaluated in a Phase 3 clinical trial as a potential oral adjunctive therapy to insulin for the treatment of type 1 diabetes (T1D).”7 It is headquartered in High Point, United States.2 Its shares trade on Nasdaq under the symbol VTVT.2

$28.09 up 0.57 (2.07%)Price as of Oct 15, 2026 at 17:33 UTC

Last updated Oct 21, 2026.

Overview

$0Revenue, fiscal 20254
-$27.0MNet income, fiscal 20254

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  • TickerVTVT on Nasdaq2
  • IndustryPharmaceutical Preparations2
  • HeadquartersHigh Point, United States2
  • Incorporated inDE5
  • Business address3980 Premier Dr, Suite 310, High Point, Nc 272655
  • Filer categoryNon-accelerated filer, Smaller reporting company5
  • Legal formCorporation2
  • LEI549300WQE5EI9R35SE662
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressC/O CORPORATION SERVICE COMPANY, 19808 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 57180822

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We are a late-stage biopharmaceutical company focused on developing orally administered therapies for metabolic and inflammatory diseases with the goal of improving patient outcomes. Our lead product candidate, cadisegliatin (TTP399) , is a novel, small-molecule, liver-selective glucokinase activator (GKA) currently being evaluated in a Phase 3 clinical trial as a potential oral adjunctive therapy to insulin for the treatment of type 1 diabetes (T1D). The Cadisegliatin as Adjunctive Therapy to Insulin in Participants with Type 1 Diabetes ("CATT1") Phase 3 clinical trial is a randomized, double-blind, placebo-controlled trial designed to evaluate the effect of cadisegliatin on hypoglycemia outcomes in patients with T1D. The primary endpoint is the reduction in the frequency of Level 2 hypoglycemia (blood glucose <54 mg/dL) and Level 3 (severe) hypoglycemia over a six-month treatment perio…7 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-100.0%Revenue growth, 20254
-41.9%Return on equity4

Financial statements

Revenue891011124$0 in 2025
0$5.0M$10.0M$15.0M2018: $12.4M$12.4M20182019: $2.8M$2.8M2019−78%2020: $6.4M$6.4M2020+132%2021: $4.0M$4.0M2021−38%2022: $2.0M$2.0M2022−50%2023: $0$020232024: $1.0M$1.0M20242025: $0$02025
Operating income891011124-$32.8M in 2025+65% since 2018
-$40.0M-$30.0M-$20.0M-$10.0M02018: -$19.8M-$19.8M20182019: -$20.9M-$20.9M2019+5%2020: -$11.9M-$11.9M2020−43%2021: -$21.7M-$21.7M2021+83%2022: -$22.5M-$22.5M2022+4%2023: -$25.5M-$25.5M2023+13%2024: -$24.2M-$24.2M2024−5%2025: -$32.8M-$32.8M2025+36%
Net income891011124-$27.0M in 2025+241% since 2018
-$30.0M-$20.0M-$10.0M02018: -$7.9M-$7.9M20182019: -$13.0M-$13.0M2019+65%2020: -$8.5M-$8.5M2020−35%2021: -$13.0M-$13.0M2021+53%2022: -$19.2M-$19.2M2022+48%2023: -$20.2M-$20.2M2023+6%2024: -$18.5M-$18.5M2024−9%2025: -$27.0M-$27.0M2025+46%

Every line of the income statement as filed: the last 3 fiscal years, latest first.4

Period ending2025-12-312024-12-312023-12-31
Revenue$0$1.0M$0
Research and development$17.9M$11.5M$13.6M
General and administrative$14.9M$13.7M$11.9M
Total operating expenses$32.8M$25.2M$25.5M
Operating loss-$32.8M-$24.2M-$25.5M
Interest income$1.9M$1.6M$472.0K
Interest expense-$6.0K$0-$13.0K
Loss before income taxes and noncontrolling interest-$31.1M-$22.6M-$26.0M
Income tax provision$0$100.0K$0
Net loss before noncontrolling interest-$31.1M-$22.7M-$26.0M
Net loss attributable to noncontrolling interest-$4.1M-$4.2M-$5.7M
Net loss attributable to vTv Therapeutics Inc.-$27.0M-$18.5M-$20.2M
Net loss attributable to vTv Therapeutics Inc. common shareholders-$27.0M-$18.5M-$20.2M

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Corporate structure

vTv Therapeutics Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of vTv Therapeutics Inc.

  • vTv Therapeutics Inc. High Point, North Carolina, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What vTv Therapeutics Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$536.0K12 Dec 31, 2024$604.0K12 Dec 31, 2023−11.3%
Accumulated depreciation$508.0K12 Dec 31, 2024$487.0K12 Dec 31, 2023+4.3%
Property and equipment, net$28.0K12 Dec 31, 2024$117.0K12 Dec 31, 2023−76.1%
Operating-lease assets (leased space)$125.0K12 Dec 31, 2024$244.0K12 Dec 31, 2023−48.8%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$88.9M4 Dec 31, 2025$36.7M4 Dec 31, 2024+142.0%

Properties, in its own words

Our corporate headquarters are located in High Point, North Carolina. We operate primarily in a virtual environment and lease office space at 3980 Premier Drive, Suite 110, High Point, North Carolina 27265, within the Premier Center office park.

The lease for our prior office space at 3980 Premier Drive, Suite 310, High Point, North Carolina expired on November 30, 2025.

Item 2 of the 10-K filed Mar 10, 2026.7

Leadership

Who has led vTv Therapeutics Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Stephen L. Holcombe2015–2020
  2. Deepa Prasad2021
  3. Rich S. Nelson2022
  4. Paul J. Sekhri2022–now

Chair

  1. Jeffrey B. Kindler2015–2019
  2. Paul J. Sekhri2024–now

President

  1. Stephen L. Holcombe2015–2020
  2. Deepa Prasad2021
  3. Paul J. Sekhri2022–2024

Chief financial officer

  1. Rudy Howard2015–2020
  2. Steven L. Tuch2022–2024
20202025
Board members and other officers (25)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • DirectorJohn A. Fry named Mar 7, 202448

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • vTv Therapeutics LLC Delaware6

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Oct 6, 20268-K Bylaws or fiscal year changed49
  2. Aug 6, 20268-K Results of operations50
  3. Jun 29, 20268-K Shareholder vote51
  4. May 13, 20268-K Results of operations52
  5. May 13, 20268-K Other events53
  6. Mar 10, 20268-K Results of operations54
  7. Mar 10, 20268-K Regulation FD disclosure55
  8. Feb 26, 20268-K Regulation FD disclosure56
  9. Feb 2, 20268-K Entered a material agreement57
  10. Dec 19, 20258-K Bylaws or fiscal year changed58
  11. Nov 6, 20258-K Results of operations59
  12. Sep 10, 20258-K Regulation FD disclosure60
  13. Aug 8, 2022New chief executive Paul J. Sekhri becomes CEO20
  14. Mar 4, 2022New chief executive Rich S. Nelson becomes CEO19
  15. Oct 21, 2021New chief executive Deepa Prasad becomes CEO21
  16. Jul 30, 2015New chief executive Stephen L. Holcombe becomes CEO22

Calendar

Coming up

  1. Nov 5, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($1.08) a share, on Nov 6, 2025.61

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results50
  2. May 13, 2026Reported quarterly or annual results52
  3. Mar 10, 2026Reported quarterly or annual results54
  4. Nov 6, 2025Reported quarterly or annual results59
  5. Aug 12, 2025Reported quarterly or annual results62
  6. May 15, 2025Reported quarterly or annual results63
  7. Mar 20, 2025Reported quarterly or annual results64
  8. Nov 12, 2024Reported quarterly or annual results65

Drug trials and FDA: coming up

  1. Apr 2027Phase 3 trial readout expected Phase 3 trial of Cadisegliatin 800 mg QD and Cadisegliatin 800 mg BID in Diabetes Mellitus, Type 1: primary completion expected Apr 2027 (ClinicalTrials.gov NCT06334133).66
  2. Jun 2027Phase 2 trial readout expected Phase 2 trial of Cadisegliatin 800 mg QD in Type 1 Diabetes (T1D): primary completion expected Jun 2027 (ClinicalTrials.gov NCT07616206).67

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). Trials from ClinicalTrials.gov, as the sponsor registered them (expected dates are the sponsor's own and often move); approvals and advisory committee meetings from the FDA. The FDA does not publish its decision (PDUFA) dates. The full markets calendar

Filings

205 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 73 major events, 68 insider forms, 18 large holders, 1 private raises, 24 other. The latest 20:

  1. Oct 8, 2026SCHEDULE 13G/A EDGAR
  2. Oct 6, 20268-K EDGAR
  3. Aug 6, 202610-Q EDGAR
  4. Aug 6, 20268-K EDGAR
  5. Jul 29, 2026SCHEDULE 13G/A EDGAR
  6. Jun 29, 20264 EDGAR
  7. Jun 29, 20268-K EDGAR
  8. Jun 29, 20264 EDGAR
  9. Jun 29, 20264 EDGAR
  10. Jun 29, 20264 EDGAR
  11. Jun 29, 20264 EDGAR
  12. Jun 10, 2026DEFA14A EDGAR
  13. May 13, 202610-Q EDGAR
  14. May 13, 20268-K EDGAR
  15. May 13, 2026424B2 EDGAR
  16. May 13, 20268-K EDGAR
  17. May 13, 2026S-8 EDGAR
  18. Apr 28, 2026DEF 14A EDGAR
  19. Apr 16, 2026SCHEDULE 13G/A EDGAR
  20. Mar 27, 2026SCHEDULE 13G EDGAR

The 205 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

5 open-market trades by officers, directors and large owners since October 2021: 4 buys and 1 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Nov 18, 2024SEKHRI PAUL JPres, CEO and Exec ChairpersonBuy1,844$16.96$31.3KForm 4
Nov 15, 2024SEKHRI PAUL JPres, CEO and Exec ChairpersonBuy3,156$16.65$52.5KForm 4
Nov 29, 2022FRY JOHN ADirectorBuy40,461$0.83$33.6KForm 4
Nov 28, 2022FRY JOHN ADirectorBuy20,539$0.83$17.0KForm 4
Dec 20, 2021PERELMAN RONALD O10% ownerSale87,000$1.15$100.0KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Paul Sekhri68$673.0K$6.6M77
2025Michael Tung50$279.5K$2.4M77
2025Steven Tuch$107.4K$142.3K77
2024President and Chief Executive Officer$621.7K$3.9M77
2024Former Executive VicePresident and Chief Financial Officer$450.0K$1.5M77

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$51.0M 2024–2024
Money received by yearMoney received by year, 2024–2024: $51.0M in all. Private raises (Form D) $51.0M.$0$20M$40M$60M2024 · Private raises (Form D): $51.0M2024
Figures by year
YearPrivate raises (Form D)Total
2024$51.0M$51.0M

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Feb 27, 2024Raised $51 million in a private offering of equity48 Form D: 4 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 45. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Samsara Biocapital, LLC298,496$11.2M0.9%No change
Millennium Management LLC269,874$10.2M0.0%+63,586
Fmr LLC260,391$9.8M0.0%No change
Siren, L.L.C.163,000$6.1M0.1%No change
Baker Bros. Advisors LP148,314$5.6M0.0%No change
Vanguard Capital Management LLC94,463$3.6M0.0%−14,459
Trails Edge Capital Partners, LP85,192$3.2M0.5%−54,386
Aisling Capital Management LP50,000$1.9M0.4%New
Marshall Wace, Llp39,560$1.5M0.0%+26,171
Geode Capital Management, LLC32,470$1.2M0.0%−416
Renaissance Technologies LLC17,454$657.1K0.0%New
Vanguard Fiduciary Trust Co16,239$611.4K0.0%+113
BlackRock, Inc.14,731$554.6K0.0%+2,129
Jane Street Group, LLC13,703$515.9K0.0%New
State Street Corp12,266$461.8K0.0%+1,600
Two Sigma Investments, LP11,486$432.4K0.0%New
Verdad Advisers, LP8,996$338.7K0.3%New
Integrated Quantitative Investments LLC8,210$309.1K0.1%New
Susquehanna International Group, Llp8,023$302.1K0.0%New
Quadrature Capital Ltd6,305$237.4K0.0%New
Trexquant Investment LP6,240$234.9K0.0%New
Northern Trust Corp6,123$230.5K0.0%−11,929
Pathstone Holdings, LLC6,073$228.7K0.0%No change
Point72 Asset Management, L.P.5,947$223.9K0.0%New
Citadel Advisors LLC5,906$222.4K0.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How vTv Therapeutics Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARvTv Therapeutics Inc.1
  • CIK0001641489
  • Employer ID (EIN)47-39165717
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company7
  • Incorporated inDelaware7
  • Fiscal year endsDecember 311
  • Industry code (SIC)2834 Pharmaceutical Preparations1
  • SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance1
  • Business address3980 Premier Dr, Suite 310, High Point, NC 272651
  • Phone336-841-03001
  • Shares outstanding3,938,654 Common Class A shares; 241 Common Class B shares as of Mar 10, 20267
  • Public float$22.4M as of Jun 30, 20257
  • AuditorErnst & Young LLP, Detroit, Michigan PCAOB ID 42; no auditor attestation of internal control over financial reporting7
  • On EDGAR sinceMay 14, 20151
  • Filings599 in all: 8-K (173), 4 (170), SC 13D/A (45), 10-Q (34), 3 (33), CORRESP (13), UPLOAD (13), 10-K (11)1
    All 39 form types

    DEF 14A (11), DEFA14A (8), EFFECT (8), D (7), 424B5 (6), CT ORDER (6), S-1/A (6), S-3 (6), S-8 (4), SC 13D (4), SC 13G (4), SCHEDULE 13G/A (4), 144 (3), 424B2 (3), SC 13G/A (3), SCHEDULE 13D/A (3), SCHEDULE 13G (3), 10-K/A (2), 424B3 (2), FWP (2), S-1 (2), 4/A (1), 424B4 (1), 8-A12B (1), CERTNAS (1), DEF 14C (1), DRS (1), DRSLTR (1), PRE 14A (1), PRE 14C (1), S-3/A (1)

  • Latest filingsAnnual report (10-K) Mar 10, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 28, 2026
    Latest 8-K (8-K) Oct 6, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, par value $0.01 per shareVTVTNasdaq

From the cover page of the 10-K filed Mar 10, 2026 (Section 12(b) of the Exchange Act).7

Risk factors and legal proceedings

The risks vTv Therapeutics Inc. names in Item 1A of its 10-K filed Mar 10, 2026: 66 risks under these headings, as written.7

  • The Development and Regulatory Approval of Our Drug Candidates
  • Risks Relating to the Commercialization of Our Drug Candidates
  • Our Financial Position and Need for Additional Capital
  • Risks Relating to Our Intellectual Property
  • Risks Relating to Our Dependence on Third Parties
  • Risks Relating to Employee Matters and Managing Growth
  • Other Risks Relating to Our Business
  • Risks Related to our Common Stock
  • Risks Relating to the Development, Regulatory Approval, and Commercialization of Our Drug Candidates
  • Our development efforts are focused on the continued development of cadisegliatin (TTP399). There can be no assurance that we will be able to implement our business strategy successfully.
  • Clinical drug development involves a lengthy and expensive process with an uncertain outcome, and failure can occur at any stage of clinical development. Because the results of earlier clinical trials are not necessarily predictive of future results, any drug candidate we advance through various stages of clinical trials or development may not have favorable results in later stages of clinical trials or development or receive regulatory approval.
  • We cannot be certain that any of our drug candidates will receive regulatory approval, and without regulatory approval we will not be able to market our drug candidates and generate revenue from products. Any delay in the regulatory review or approval of our drug candidates will materially and adversely affect our business.
The other 60 risks
  • Changes in law could have a negative impact on the approval of our drug candidates.
  • Delays in the commencement, enrollment and completion of our clinical trials could result in increased costs to us and delay or limit our ability to obtain regulatory approval for our drug candidates.
  • We have never submitted an NDA before and may be unable to do so for cadisegliatin (TTP399) and our other drug candidates we are developing.
  • Our drug candidates may cause serious adverse events or undesirable side effects which may delay or prevent marketing approval, or, if approval is received, require them to be taken off the market, require them to include safety warnings or otherwise limit their sales.
  • If any of our drug candidates for which we receive regulatory approval do not achieve broad market acceptance, the revenues that are generated from their sales will be limited.
  • If, in the future, we are unable to establish sales and marketing capabilities or enter into agreements with third parties to sell and market our drug candidates, we may not be successful in commercializing our drug candidates if and when they are approved.
  • Even if our drug candidates receive regulatory approval, we will still be subject to ongoing obligations and continued regulatory review, which may result in significant additional expense, and we may still face future development and regulatory difficulties.
  • We expect that our existing and future drug candidates will face competition, and most of our competitors have significantly greater resources than we do.
  • Oral Non-Insulin Agents
  • Injectable Agents
  • Immune-Modulating and Disease-Modifying Therapies
  • Cell-Based and Transplant Therapies
  • Medical Devices
  • Current and future legislation may increase the difficulty and cost for us and any future collaborators to obtain marketing approval of our other drug candidates and affect the prices we, or they, may obtain.
  • Our current and future relationships with healthcare professionals, principal investigators, consultants, customers (actual and potential) and third-party payors in the United States and elsewhere may be subject, directly or indirectly, to applicable healthcare laws and regulations.
  • If we try to obtain approval to commercialize any products outside the United States, many of the same risks that apply to obtaining approvals in the United States will likely apply to such a process, and even if we obtain approval to commercialize any such products outside of the United States, a variety of risks associated with international operations could materially adversely affect our business.
  • Risks Relating to Our Financial Position and Need for Additional Capital
  • We have incurred significant losses since inception and anticipate that we will incur continued losses for the foreseeable future. We may never achieve or maintain profitability.
  • Currently, we have no products approved for commercial sale, and to date we have not generated any revenue from product sales. As a result, our ability to generate revenue from products, curtail our losses and reach profitability is unproven, and we may never generate substantial product revenue.
  • We will need additional capital to complete the development and commercialization of cadisegliatin (TTP399) and our other drug candidates. If we are unable to raise sufficient capital for these purposes, we would be forced to delay, reduce or eliminate our product development programs.
  • Raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or drug candidates.
  • We have a limited operating history, and we expect a number of factors to cause our operating results to fluctuate on a quarterly and annual basis, which may make it difficult to predict our future performance.
  • Our success depends on our ability to protect our intellectual property and our proprietary technologies. If we are unable to obtain and maintain sufficient intellectual property protection for our product candidates, or if the scope of the intellectual property protection is not sufficiently broad, our commercial success may be adversely affected.
  • If we are unable to prevent disclosure of our trade secrets or other confidential information to third parties, our competitive position may be impaired.
  • Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment, and other requirements imposed by government patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.
  • Changes to the patent laws in the United States and other jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our products candidates and future products.
  • If the scope of any patent protection we obtain is not sufficiently broad, or if we lose any of our patent protection, our ability to prevent our competitors from commercializing similar or identical product candidates would be adversely affected.
  • If we are sued for infringing intellectual property rights of third parties, it will be costly and time consuming, and an unfavorable outcome in that litigation could harm our business.
  • We may become involved in lawsuits to protect or enforce our patents or other intellectual property, which could be expensive, time consuming and unsuccessful.
  • Our patent rights may prove to be an inadequate barrier to competition.
  • We may not be able to enforce all of our intellectual property rights throughout the world.
  • Patent terms may be inadequate to protect our competitive position on our product candidates for an adequate amount of time.
  • If we do not obtain patent term extensions for our drug candidates, the length of our patent exclusivity will be shorter which may harm our business materially.
  • If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.
  • If we are unable to protect the confidentiality of our trade secrets, the value of our technology could be materially adversely affected, harming our business and competitive position.
  • We may be subject to claims that we or our employees, independent contractors, or consultants have wrongfully used or disclosed alleged confidential information or trade secrets.
  • We may be subject to claims that we have wrongfully hired an employee from a competitor or that we or our employees, independent contractors, or consultants have wrongfully used or disclosed alleged confidential information or trade secrets of their former employers.
  • The patent protection and patent prosecution for some of our product candidates may be dependent on third parties.
  • We may not succeed in establishing and maintaining collaborative relationships, which may significantly limit our ability to develop and commercialize our drug candidates successfully, if at all.
  • We rely on third parties to conduct, supervise and monitor certain of our clinical trials, and if those third parties perform in an unsatisfactory manner, it may harm our business.
  • We do not have multiple sources of supply for the components used in cadisegliatin (TTP399) and our other drug candidates. If we were to lose a supplier, it could have a material adverse effect on our ability to complete the development of cadisegliatin or our other drug candidates. If we obtain regulatory approval for cadisegliatin or our other drug candidates, we would need to expand the supply of their components in order to commercialize them.
  • We intend to rely on third-party manufacturers to produce our drug candidates. If we experience problems with any of these suppliers, the manufacturing of our drug candidates or products could be delayed.
  • We may need to expand our operations and increase the size of our company, and we may experience difficulties in managing growth.
  • We may not be able to manage our business effectively if we are unable to attract and retain key personnel.
  • Our employees, independent contractors, principal investigators, CROs, consultants and collaborators may engage in misconduct or other improper activities, including noncompliance with legal, compliance or regulatory standards and requirements.
  • We may use our financial and human resources to pursue a particular research program or drug candidate and fail to capitalize on programs or drug candidates that may be more profitable or for which there is a greater likelihood of success.
  • We may be subject to litigation or government investigations for a variety of claims, which could adversely affect our operating results, harm our reputation or otherwise negatively impact our business.
  • If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization of any future products we develop.
  • Our insurance policies are expensive and protect us only from some business risks, which will leave us exposed to significant uninsured liabilities.
  • The market for our proposed products is rapidly changing and competitive, and new drugs and new treatments that may be developed by others could impair our ability to maintain and grow our businesses and remain competitive.
  • Our business and operations would suffer in the event of computer system failures, cyber-attacks or a deficiency in our cybersecurity.
  • The use of new and evolving technologies, such as artificial intelligence, in our business may result in spending material resources and presents risks and challenges that can impact our business including by posing security and other risks to our confidential and/or proprietary information, including personal information, and as a result we may be exposed to reputational harm and liability.
  • If we are unable to maintain listing of our Class A common stock on the Nasdaq Capital Market or another national stock exchange, it may be more difficult for our stockholders to sell their Class A common stock.
  • Affiliates of MacAndrews & Forbes Incorporated (together with its affiliates “MacAndrews”) and the investors that participated in the 2024 Private Placement and the 2025 Private Placement (together the "Private Placements,"; and such investors, the "Private Placement Investors"; and together with MacAndrews, our "Significant Investors") have substantial influence over our business, and their interests may differ from our interests or those of our other stockholders.
  • Our directors who have relationships with the Significant Investors may have conflicts of interest with respect to matters involving our company.
  • We do not anticipate paying cash dividends on our Class A common stock, and accordingly, stockholders must rely on stock appreciation for any return on their investment.
  • Our share price may be volatile, which could subject us to securities class action litigation and result in substantial losses for our stockholders.
  • The trading market for our Class A common stock will be influenced by the research and reports that equity research analysts publish about us and our business.
  • A substantial portion of our total outstanding shares may be sold into the market at any time. This could cause the market price of our Class A common stock to drop significantly, even if our business is doing well.
  • Future sales and issuances of our Class A common stock or rights to purchase Class A common stock, including pursuant to our equity incentive plans or the exercise of outstanding warrants, could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.
  • We incur significant costs and devote substantial management time as a result of operating as a public company and additional resources would be required if we lose our “smaller reporting company” and “non-accelerated filer” status.
  • Provisions in our Certificate of Incorporation and By-laws and investor agreements, and provisions of Delaware law may delay or prevent our acquisition by a third party, which might diminish the value of our common stock.
  • We will be required to pay M&F TTP Holdings Two LLC (“M&F”) for certain tax benefits we may claim. In certain circumstances, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual tax benefits we realize.
  • The only asset of the Company is its interest in vTv LLC, and accordingly it will depend on distributions from vTv LLC to pay taxes and expenses, including payments under the Tax Receivable Agreement. vTv LLC’s ability to make such distributions may be subject to various limitations and restrictions.
  • Our organizational structure confers certain benefits upon M&F and certain of its successors and assigns that will not benefit Class A common stockholders to the same extent as it will benefit M&F.

Legal proceedings

We are not currently a party to any material legal proceedings.

The opening of Item 3, Legal Proceedings.7

Sources

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