Vtv Therapeutics SEC Filings

Srinivas Akkaraju, a director of vTv Therapeutics (VTVT), reported on Form 4 that related investment vehicles managed or controlled by him participated in a securities purchase closed on September 22, 2025. Samsara Opportunity Fund, L.P. purchased 106,000 shares of Class A common stock at $15.265 per share and received pre-funded warrants exercisable for up to 877,214 shares plus common warrants exercisable for up to 983,214 shares. Separately, securities held by Samsara BioCapital, L.P. include 206,784 shares of Class A common stock, pre-funded warrants exercisable for up to 1,548,101 shares, and common warrants exercisable for up to 655,523 shares. The pre-funded warrants are exercisable at $0.01 with no expiration; common warrants have an exercise price of $22.71 and expire by September 3, 2030 or upon certain conditions. Ownership is reported as indirect through the named investment entities and the reporting person disclaims direct beneficial ownership except to the extent of his pecuniary interest.

Trails Edge filing discloses a 9.9% position in vTv Therapeutics (VTVT) as of August 29, 2025. The Filers—Trails Edge Capital Partners, LP, Trails Edge Biotechnology Master Fund, LP, and Ortav Yehudai—report beneficial ownership of 340,536 shares of vTv common stock, comprised of 231,000 shares held directly and 109,536 shares underlying pre-funded warrants. The filing explains that additional warrants exist but are subject to an issuance limitation that prevents exercise to the extent it would push ownership above 9.99%. Trails Edge Capital is the investment manager and Mr. Yehudai is the Chief Investment Officer exercising voting and investment discretion. The statement affirms the shares were not acquired to change or influence control of the issuer. The issuer's principal office is listed in High Point, North Carolina.

Multiple affiliated investment vehicles disclosed a near-10% stake in vTv Therapeutics Inc. The Reporting Persons collectively beneficially own 348,083 shares equivalent, composed of 163,000 Class A Shares and 185,083 warrants and pre-funded warrants, representing 9.99% of the outstanding Class A common stock. Invus Public Equities directly holds 143,440 Shares plus warrants and pre-funded warrants; Avicenna Life Sci Master Fund holds 19,560 Shares plus related warrants. A Beneficial Ownership Limitation prevents exercise of warrants that would raise ownership above 9.99%, and affiliated advisors and entities are disclosed as having control relationships that may attribute ownership across the group.

vTv Therapeutics Form 4 shows that Samsara BioCapital, L.P. purchased a package of equity-linked securities from the issuer under a securities purchase agreement dated August 29, 2025. The filing reports 655,523 Pre-Funded Warrants exercisable for Class A common stock and 655,523 Common Warrants exercisable for Class A common stock, both recorded with a transaction date of 09/03/2025. The Reporting Person, a director, discloses indirect beneficial ownership through Samsara BioCapital entities and states a post-transaction beneficial ownership figure of 1,548,101 shares for the Pre-Funded Warrant line and 655,523 shares for the Common Warrant line. The Pre-Funded Warrants have no expiration; the Common Warrants expire on the earlier of 09/03/2030 or 90 days after certain exercise conditions are met. Exercise limitations prevent ownership exceeding 9.99% post-exercise.

vTv Therapeutics received a private placement commitment from institutional PIPE investors, including Samsara-affiliated funds, under an August 29, 2025 securities purchase agreement. The placement covers 682,018 shares of Class A common stock, pre-funded warrants exercisable for 4,561,714 shares, and accompanying warrants to purchase 5,243,732 shares. Samsara LP purchased pre-funded warrants exercisable for up to 655,523 shares and 655,523 common warrants for $10.0 million funded from its working capital; Samsara Opportunity Fund has subscribed for additional units totaling $15.0 million in the contemplated final closing.

The reporting persons disclose beneficial ownership totaling up to 343,223 shares (approximately 9.9% of Class A) considering outstanding shares, the private placement and exercisable instruments. The Pre-Funded Warrants are exercisable for $0.01 per share; Common Warrants are exercisable at $22.71 (or $22.70 for pre-funded-warrant purchase) and include a provision preventing exercise that would increase ownership above 9.99%. The PIPE investors received registration rights to enable resale of registrable securities within specified filing and effectiveness windows.

vTv Therapeutics Inc. reported the sale of Units consisting of (i) one share of common stock and associated warrants or (ii) a pre-funded warrant and associated warrants. Units including a share sold at $15.265 per Unit and Units including a pre-funded warrant sold at $15.255 per Unit. The company issued pre-funded warrants exercisable for $0.01 with no expiration and issued warrants exercisable for $22.71 (for a share) or $22.70 (for a pre-funded warrant). The Warrants expire on the earlier of the fifth anniversary of issuance or 90 days following announcement of positive top-line data from the company’s ongoing CATT1 clinical trial. The filing includes the form of the pre-funded warrant, the form of the warrant, a Securities Purchase Agreement dated August 29, 2025, a Registration Rights Agreement dated August 29, 2025, and is signed by Paul J. Sekhri, President and CEO, dated September 2, 2025.

vTv Therapeutics Inc. is a clinical-stage biopharmaceutical company focused on oral small-molecule therapies for diabetes, led by cadisegliatin, a potential first-in-class liver-selective glucokinase activator in a Phase 3 trial. The FDA removed a clinical hold on the cadisegliatin program on March 14, 2025, the company reinitiated patient screening in May 2025, randomized the first participant on August 6, 2025, and shortened the CATT1 study from 12 to 6 months; top-line data are expected in the second half of 2026. The U.S. Patent Office allowed claims for a crystalline salt form of cadisegliatin in August 2025.

On the balance sheet as of June 30, 2025, vTv held $25.9 million in cash, had an accumulated deficit of $310.9 million, and reported a six-month net loss attributable to common shareholders of $11.1 million. There was no product revenue in H1 2025 (prior period included $1.0 million of collaboration revenue in H1 2024). The company completed a $51.0 million private placement in February 2024 and has an ATM program; however, management discloses substantial doubt about the company’s ability to continue as a going concern without additional financing.