Vtv Therapeutics SEC Filings

vTv Therapeutics Inc. furnished an 8‑K announcing financial results for the fiscal quarter ended September 30, 2025. The company issued a press release, attached as Exhibit 99.1, detailing its results.

The report states the information, including Exhibit 99.1, is being furnished and not filed under the Exchange Act, which limits applicability of certain liabilities and incorporation by reference unless specifically cited.

vTv Therapeutics Inc. filed an S-3 shelf registering up to 15,876,640 shares of Class A common stock and related warrants and pre-funded warrants. The filing reports positive clinical data for cadisegliatin from the SimpliciT-1 trial showing a 40% reduction in severe and symptomatic hypoglycemia and a statistically significant improvement in HbA1c versus placebo, with fewer abnormal serum or urine ketone findings. A Phase 1 mechanistic study found no increased ketoacidosis risk during acute insulin withdrawal. The company reported that an ADME radiochromatographic signal was identified as an experimental artifact and that the FDA lifted a clinical hold on March 14, 2025, allowing clinical development to resume in Q2 2025. The registration discloses Pre-Funded Warrants exercisable at $0.01 and Common Warrants with a weighted average exercise price of $22.98. The filing incorporates audited 2024 financials with Ernst & Young LLP noting an explanatory paragraph raising substantial doubt about the company’s ability to continue as a going concern.

Reporting persons led by Dr. Srinivas Akkaraju disclosed a material holding in vTv Therapeutics Inc. The amendment describes final closing of an August 2025 private placement on September 22, 2025, in which Samsara Opportunity Fund paid $15.0 million to acquire 106,000 Class A shares plus Pre-Funded Warrants exercisable for up to 877,214 shares and Common Warrants exercisable for up to 983,214 shares. Aggregate beneficial ownership reported for the group equals 343,223 shares, representing 9.9% of Class A stock on the basis stated. Certain warrant exercises are blocked to prevent beneficial ownership exceeding 9.99%.

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.