[SCHEDULE 13D/A] vTv Therapeutics Inc. SEC Filing

Rhea-AI Filing Summary

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%.

Positive

• Material capital commitment: Samsara Opportunity Fund invested $15.0 million in the private placement.
• Transparent disclosure: Filing itemizes direct shares, pre-funded warrants, common warrants and options totaling 343,223 shares (9.9%).
• Registration and warrant agreements filed: Exhibits include Securities Purchase Agreement and Registration Rights Agreement providing documentation of terms.

Negative

• Exercise limitations: Pre-Funded and Common Warrants contain Beneficial Ownership Blockers preventing exercise that would raise ownership above 9.99%.
• Concentrated control: Voting and dispositive power over reported holdings are centralized with Samsara GP and Dr. Akkaraju, which may affect governance dynamics.

Insights

Financial Analyst

TL;DR: Samsara entities completed a $15.0M private placement, yielding significant equity and warrant positions totalling 9.9%.

The filing discloses an acquisition structure with both Pre-Funded and Common Warrants that materially expand potential share count if exercised. The reported 343,223 shares (9.9%) combine direct shares, exercisable warrants and options; however, 'Beneficial Ownership Blockers' cap exercise to avoid >9.99% ownership. For investors, this clarifies dilution potential, current ownership stakes, and limitations on further immediate accumulation by the reporting group.

Corporate Governance Expert

TL;DR: The disclosure identifies control relationships and voting/dispositive power centralized with Dr. Akkaraju through the general partner entities.

The Schedule 13D/A shows that Samsara GP and Samsara Opportunity GP, with Dr. Akkaraju as managing member, possess shared voting and dispositive power over the reported securities. The joint filing agreement and referenced registration and warrant agreements are filed as exhibits, providing governance and liquidity mechanics. The ownership cap in the warrant terms is an explicit contractual limit affecting governance influence.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

VTV THERAPEUTICS INC.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

918385204

(CUSIP Number)

Abrar Hussain
Samsara BioCapital GP, LLC, 628 Middlefield Road
Palo Alto, CA, 94301
(650) 285-4270

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/22/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 918385204

1

Name of reporting person

Samsara BioCapital, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 221,084.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 221,084.00

11

Aggregate amount beneficially owned by each reporting person

221,084.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.5 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 918385204

1

Name of reporting person

Samsara BioCapital GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 221,084.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 221,084.00

11

Aggregate amount beneficially owned by each reporting person

221,084.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 918385204

1

Name of reporting person

Samsara Opportunity Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 118,073.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 118,073.00

11

Aggregate amount beneficially owned by each reporting person

118,073.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.5 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 918385204

1

Name of reporting person

Samsara Opportunity Fund GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 118,073.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 118,073.00

11

Aggregate amount beneficially owned by each reporting person

118,073.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 918385204

1

Name of reporting person

Srinivas Akkaraju

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,066.00
8	Shared Voting Power 339,157.00
9	Sole Dispositive Power 4,066.00
10	Shared Dispositive Power 339,157.00

11

Aggregate amount beneficially owned by each reporting person

343,223.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.01 per share
(b)	Name of Issuer: VTV THERAPEUTICS INC.
(c)	Address of Issuer's Principal Executive Offices: 3980 Premier Drive, Suite 310, High Point, NORTH CAROLINA , 27265.
Item 1 Comment: This Amendment No. 2 (this "Amendment No. 2" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on March 5, 2024 and amended on September 3, 2025 (the "Statement") by Samsara LP, Samsara GP and Dr. Akkaraju. Unless otherwise defined herein, capitalized terms used in this Amendment No. 2 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.
Item 2.	Identity and Background
(a)	This Schedule 13D/A is being filed on behalf of Samsara BioCapital, L.P. ("Samsara LP"), Samsara BioCapital GP, LLC ("Samsara GP"), Samsara Opportunity Fund, L.P. ("Samsara Opportunity Fund") Samsara Opportunity Fund GP, LLC ("Samsara Opportunity GP") and Dr. Srinivas Akkaraju ("Dr. Akkaraju"). Samsara LP, Samsara GP, Samsara Opportunity Fund, Samsara Opportunity GP and Dr. Akkaraju are collectively referred to herein as the "Reporting Persons." The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, (the "Act") is attached hereto as Exhibit 99.1.
(b)	The address of the principal business office of each of the Reporting Persons is 628 Middlefield Road, Palo Alto, CA 94301.
(c)	The principal business of the Reporting Persons is venture capital investments. Dr. Akkaraju serves as the Managing Member of each of Samsara GP, which is the general partner of Samsara LP, and Samsara Opportunity GP, which is the general partner of Samsara Opportunity Fund.
(d)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial of administrative body of competent jurisdiction or were subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Each of Samsara LP, Samsara GP, Samsara Opportunity Fund and Samsara Opportunity GP was organized in the state of Delaware and Dr. Akkaraju is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Statement is hereby amended and supplemented as follows: The final closing of the August 2025 Private Placement occurred on September 22, 2025. In the final closing, Samsara Opportunity Fund purchased 106,000 shares of Class A common stock and Pre-Funded Warrants to purchase up to 877,214 shares of Class A common stock, along with accompanying Common Warrants to purchase up to 983,214 shares of Class A common stock for a total purchase price of $15.0 million. The funds used by Samsara Opportunity Fund to acquire the securities of the Issuer described herein were from capital contributions made by Samsara Opportunity Fund's general and limited partners.
Item 5.	Interest in Securities of the Issuer
(a)	Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of shares of Class A common stock and percentages of the shares of Class A common stock beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon the sum of (i) 2,617,215 shares of Class A common stock outstanding as of August 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2025; (ii) an aggregate of 788,018 shares of Class A common stock issued in the private placement of equity securities by the Issuer that closed on September 3, 2025 and September 22, 2025; (iii) 26,373 shares of Class A common stock issuable upon the exercise of Warrants; and (iv) with respect to Dr. Akkaraju, 4,066 shares of Class A common stock issuable upon the exercise of stock options within 60 days. Due to field limitations of the EDGAR filing system, the percentage listed in Row 13 of the cover page for Dr. Akkaraju has been rounded down to 9.9%. The Reporting Persons' beneficial ownership of the Issuer's securities consists of (i) 206,784 shares of Class A common stock directly held by Samsara LP; (ii) Pre-Funded Warrants exercisable for up to 1,548,101 shares of Class A common stock directly held by Samsara LP; (iii) Common Warrants exercisable for up to 655,523 shares of Class A common stock directly held by Samsara LP; (iv) 106,000 shares of Class A common stock directly held by Samsara Opportunity Fund; (v) Pre-Funded Warrants exercisable for up to 877,214 shares of Class A common stock directly held by Samsara Opportunity Fund; (vi) Common Warrants exercisable for up to 983,214 shares of Class A common stock directly held by Samsara Opportunity Fund; and (vii) 4,066 stock options (right to buy) scheduled to vest within 60 days of this filing held by Dr. Akkaraju. Each of the Pre-Funded Warrants and the Common Warrants contains a provision (the "Beneficial Ownership Blockers") which precludes exercise of the Warrants to the extent that, following exercise, each of Samsara LP and Samsara Opportunity Fund, together with its affiliates and other attribution parties, would own more than 9.99% of the Class A common stock outstanding. Each of Samsara LP and Samsara Opportunity Fund is currently prohibited from exercising the Warrants to the extent that such exercise would result in the Reporting Persons' beneficial ownership of more than 343,223 shares of Class A common stock. Samsara GP is the sole general partner of Samsara LP and Dr. Akkaraju is the managing member of Samsara GP. Each of Samsara GP and Dr. Akkaraju possesses power to direct the voting and disposition of the securities held by Samsara LP. Samsara Opportunity GP is the sole general partner of Samsara Opportunity Fund and Dr. Akkaraju is the managing member of Samsara Opportunity GP. Each of Samsara Opportunity GP and Dr. Akkaraju possesses power to direct the voting and disposition of the securities held by Samsara Opportunity Fund.
(b)	Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of shares of Class A common stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.
(c)	Except as set forth elsewhere herein, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by any of the Reporting Persons.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Joint Filing Agreement Exhibit 99.2 Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K (File No. 001-37524) filed with the SEC on September 2, 2025). Exhibit 99.3 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K (File No. 001-37524) filed with the SEC on September 2, 2025). Exhibit 99.4 Form of Common Warrant (incorporated by reference to Exhibit 4.2 to the Issuer's Current Report on Form 8-K (File No. 001-37524) filed with the SEC on September 2, 2025). Exhibit 99.5 Registration Rights Agreement (incorporated by reference to Exhibit 4.2 to the Issuer's Current Report on Form 8-K (File No. 001-37524) filed with the SEC on September 2, 2025).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Samsara BioCapital, L.P.

Signature:	/s/ Srinivas Akkaraju
Name/Title:	By Samsara BioCapital GP, LLC, its General Partner, By Srinivas Akkaraju, Managing Member
Date:	09/24/2025

Samsara BioCapital GP, LLC

Signature:	/s/ Srinivas Akkaraju
Name/Title:	By Srinivas Akkaraju, Managing Member
Date:	09/24/2025

Samsara Opportunity Fund, L.P.

Signature:	/s/ Srinivas Akkaraju
Name/Title:	By Samsara Opportunity Fund GP, LLC, its General Partner, By Srinivas Akkaraju, Managing Member
Date:	09/24/2025

Samsara Opportunity Fund GP, LLC

Signature:	/s/ Srinivas Akkaraju
Name/Title:	By Srinivas Akkaraju, Managing Member
Date:	09/24/2025

Srinivas Akkaraju

Signature:	/s/ Srinivas Akkaraju
Name/Title:	Srinivas Akkaraju
Date:	09/24/2025

FAQ

What did Samsara Opportunity Fund purchase in the September 22, 2025 closing?

Samsara Opportunity Fund purchased 106,000 Class A shares, Pre-Funded Warrants exercisable for up to 877,214 shares, and Common Warrants exercisable for up to 983,214 shares for $15.0 million.

How much of VTV Therapeutics does the reporting group beneficially own?

The Reporting Persons beneficially own 343,223 shares, representing 9.9% of Class A common stock on the stated basis.

Are the warrants immediately exercisable to convert into more than 9.9% ownership?

No. Each Pre-Funded Warrant and Common Warrant includes a Beneficial Ownership Blocker that precludes exercise if it would result in ownership exceeding 9.99%.

Who controls the voting and disposition of the reported securities?

Samsara GP is the general partner of Samsara LP and Samsara Opportunity GP is the general partner of Samsara Opportunity Fund; Dr. Srinivas Akkaraju is managing member of both GP entities and possesses power to direct voting and disposition.

Where is the principal business office of the reporting persons?

The principal business office for the Reporting Persons is 628 Middlefield Road, Palo Alto, CA 94301.