vTv Therapeutics (NASDAQ: VTVT) expands HPP737 license with $20M upfront and milestones

Rhea-AI Filing Summary

vTv Therapeutics Inc. reported that its subsidiary vTv Therapeutics LLC entered into a Second Amendment to its license agreement with Newsoara Biopharma Co., Ltd. on January 30, 2026. The amendment expands Newsoara’s rights to vTv’s PDE4 inhibitor HPP737 to cover all countries.

In return, Newsoara will pay an upfront fee of $20 million, development milestone payments of up to $50 million, and sales-related milestones of up to $65 million. The agreement also includes royalties in the mid single digits based on sales volumes, creating multiple potential revenue streams tied to HPP737’s progress and commercial performance.

Positive

• Second Amendment provides a non-dilutive $20 million upfront payment to vTv LLC tied to expanding Newsoara’s rights to HPP737.
• The revised license includes up to $50 million in development milestones, $65 million in sales-related milestones, and mid single-digit royalties, creating significant potential future revenue streams.

Negative

• None.

Insights

Biopharma licensing and capital-raising analyst

Expanded HPP737 license adds upfront cash plus substantial milestone and royalty potential.

The Second Amendment gives Newsoara worldwide rights to HPP737, a PDE4 inhibitor, in exchange for a $20 million upfront payment. This converts the asset into near-term non-dilutive cash and formalizes a broader collaboration framework between the parties.

Beyond the upfront, vTv is eligible for up to $50 million in development milestones and $65 million in sales-related milestones, plus mid single-digit royalties on sales volumes. Actual receipts will depend on HPP737’s clinical advancement and commercial uptake under Newsoara’s control.

The financial profile now combines immediate cash with longer-term contingent payments and royalties, aligning upside to future development and sales outcomes. Subsequent company reports tied to HPP737 progress and any milestone triggers will help clarify the pace and magnitude of these potential cash inflows.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Understanding 8-K Material Events →

FALSE0001641489NASDAQ00016414892026-02-022026-02-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported):  January 30, 2026

vTv Therapeutics Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-37524			47-3916571
(State or other jurisdiction of incorporation)			(Commission File No.)			(IRS Employer Identification No.)

3980 Premier Drive, Suite 110

High Point, NC 27265

(Address of principal executive offices)

(336) 841-0300

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ¨

Item 1.01    Entry into a Material Definitive Agreement.

On January 30, 2026, vTv Therapeutics LLC (“vTv LLC” or the "Company"), a subsidiary of vTv Therapeutics Inc., entered into the Second Amendment to License Agreement with Newsoara Biopharma Co., Ltd. (“Newsoara”) (the “Second Amendment”) to amend the License Agreement previously entered into between vTv LLC and Newsoara on May 31, 2018 (the “Original Agreement”). Although the Company had previously entered into an amendment with Newsoara to expand the Original Agreement, that amendment became null and void in June 2025. Under the new Second Amendment, Newsoara's rights in the Company's PDE4 inhibitor, HPP737, will expand to include all countries of the world upon Newsoara's payment of the upfront fee of $20 million. The Second Amendment also requires Newsoara to pay vTv LLC up to $50 million in development milestones, $65 million in sales-related milestones and royalties in the mid single digits depending upon sales volumes.

The foregoing description of the License Amendment is qualified in its entirety by reference to the Second Amendment, which the Company intends to file with the SEC as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

			VTV THERAPEUTICS INC.
			By:			/s/ Paul J. Sekhri
			Name:			Paul J. Sekhri
			Title:			President and Chief Executive Officer

Dated: February 2, 2026

FAQ

What material agreement did vTv Therapeutics Inc. (VTVT) announce regarding HPP737?

vTv announced a Second Amendment to its license agreement with Newsoara Biopharma covering HPP737. The amendment expands Newsoara’s rights to all countries, replacing a prior amendment that became null and void in June 2025, and establishes new financial terms for the program.

How much upfront cash does vTv Therapeutics receive under the Newsoara Second Amendment?

Under the Second Amendment, Newsoara will pay vTv Therapeutics LLC an upfront fee of $20 million. This payment is tied to expanding Newsoara’s rights to HPP737 to include all countries of the world, providing immediate non-dilutive funding to vTv’s business.

What milestone payments are included in the vTv–Newsoara HPP737 license amendment?

The Second Amendment provides for up to $50 million in development milestone payments and up to $65 million in sales-related milestone payments. These amounts are contingent on future development progress and commercial performance of HPP737 under Newsoara’s expanded worldwide rights.

Does vTv Therapeutics earn royalties from HPP737 sales under the Newsoara agreement?

Yes. In addition to upfront and milestone payments, vTv Therapeutics LLC is entitled to royalties in the mid single digits under the Second Amendment. These royalties are calculated based on sales volumes of HPP737 achieved by Newsoara across its expanded global territory.

What happened to the prior amendment between vTv Therapeutics and Newsoara?

The company states that it previously entered into an amendment with Newsoara to expand the original 2018 license agreement, but that earlier amendment became null and void in June 2025. The new Second Amendment now replaces that expansion with updated global terms and payments.

Where will the full Second Amendment between vTv and Newsoara be available?

vTv intends to file the full Second Amendment as an exhibit to its Annual Report on Form 10-K for the year ended December 31, 2025. Investors will be able to review the complete contractual terms once that report is filed with the SEC.