[SCHEDULE 13G] vTv Therapeutics Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Significant minority stake disclosed: Trails Edge reports a 9.9% beneficial ownership, providing transparency to the market.
• Detailed breakdown of holdings: The filing specifies 231,000 direct shares and 109,536 shares underlying pre-funded warrants.
• Exercise limitations reduce sudden control shifts: Warrants contain a 9.99% issuance cap limiting immediate dilution or takeover risk.

Negative

• Ownership concentrated in one manager and CIO: Voting and dispositive power rest with Trails Edge Capital and Ortav Yehudai, concentrating influence.
• Material holdings partly contingent: 109,536 shares are from pre-funded warrants, not all are immediate common shares.
• Exclusions indicate additional potential dilution: Significant numbers of warrants (314,835 pre-funded and 655,371 common warrants) are excluded from the beneficial count due to the 9.99% cap, indicating latent exercisable positions subject to limits.

Insights

Financial Analyst

TL;DR: Trails Edge holds a near-10% economic stake in VTVT, with part exposure via pre-funded warrants and exercise caps limiting further accumulation.

The 340,536-share position equals a 9.9% ownership stake as of the Event Date, based on reported outstanding shares and subsequent issuances. The position combines 231,000 directly held shares and 109,536 shares from pre-funded warrants, indicating convertible exposure rather than all-cash equity. The filing highlights an anti-dilution/issuance limitation that prevents exercising warrants past a 9.99% threshold, which constrains immediate control shifts and future dilution risk for other holders. The certification that the stake was not acquired to change control reduces governance risk themes.

Corporate Governance Expert

TL;DR: The filing signals a significant minority stake with restricted exercisability and an explicit non-control intent by the filers.

Trails Edge and its affiliates disclose voting and dispositive power over 340,536 shares and assert no intent to influence control, supported by the certification language. The presence of exercise limitations on an aggregate of additional warrants (314,835 pre-funded and 655,371 common warrants excluded from beneficial ownership because of the 9.99% cap) is material to governance: it prevents a single-file holder from crossing the 10% threshold via warrant exercise, limiting rapid shifts in control. Investors should note centralized voting/dispositive authority within Trails Edge and Mr. Yehudai.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

vTv Therapeutics Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

918385204

(CUSIP Number)

08/29/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 918385204

1

Names of Reporting Persons

Trails Edge Capital Partners, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 340,536.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 340,536.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

340,536.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IA, PN

Comment for Type of Reporting Person: See Item 4 for additional information.

SCHEDULE 13G

CUSIP No. 918385204

1

Names of Reporting Persons

Trails Edge Biotechnology Master Fund, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 340,536.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 340,536.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

340,536.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: See Item 4 for additional information.

SCHEDULE 13G

CUSIP No. 918385204

1

Names of Reporting Persons

Ortav Yehudai

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 340,536.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 340,536.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

340,536.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: See Item 4 for additional information.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: vTv Therapeutics Inc.
(b)	Address of issuer's principal executive offices: 3980 Premier Dr, Suite 310 High Point, NC 27265
Item 2.
(a)	Name of person filing: This report on Schedule 13G is being filed by Trails Edge Capital Partners, LP, a Delaware limited partnership ("Trails Edge Capital"). Trails Edge Capital is the investment manager to Trails Edge Biotechnology Master Fund, LP, a Cayman Islands limited partnership ("Trails Edge Biotechnology") and Ortav Yehudai ("Mr. Yehudai"), the Chief Investment Officer of Trails Edge Capital. Each of Trails Edge Capital, Trails Edge Biotechnology and Mr. Yehudai are referred to individually as a "Filer" and collectively as the "Filers".
(b)	Address or principal business office or, if none, residence: The address for each Filer is 3455 Peachtree Road NE, 5th Floor, Atlanta, GA 30326.
(c)	Citizenship: See Item 4 of the cover page of each Filer.
(d)	Title of class of securities: Common Stock, par value $0.01 per share
(e)	CUSIP No.: 918385204
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of August 29, 2025, each Filer may be deemed to beneficially own an aggregate of 340,536 shares of Class A common stock (the "Common Stock"), par value $0.01 (the "Shares"), of vTv Therapeutics Inc. (the "Issuer"). The 340,536 Shares reported as beneficially owned on this Schedule 13G by each Filer consists of the following: (i) 231,000 Shares held directly by Trails Edge Biotechnology, and (ii) 109,536 Shares underlying prefunded warrants (the "Pre-Funded Warrants") held directly by Trails Edge Biotechnology. The securities beneficially owned by each Filer excludes (i) 314,835 Shares underlying Pre-Funded Warrants, and (ii) 655,371 Shares underlying warrants (the "Common Warrants" and, together with the Pre-Funded Warrants, the "Warrants"), each of which contain an issuance limitation that prohibits the holder from exercising the Warrants to the extent that after giving effect to such issuance after the exercise, the holder (together with the holder's affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates, including the other Filers) would beneficially own in excess of 9.99% of the Shares outstanding immediately after giving effect to the issuance of the Shares issuable upon exercise of the Warrants. As a result, Trails Edge Biotechnology beneficially owns 9.9% of the outstanding Shares of the Issuer as of August 29, 2025 (the "Event Date"). Trails Edge Capital, as the investment manager to Trails Edge Biotechnology, may be deemed to beneficially own these securities. Mr. Yehudai, as the Chief Investment Officer of Trails Edge Capital, exercises voting and investment discretion with respect to these securities and as such may be deemed to beneficially own 9.9% of the outstanding Shares of the Issuer as of the Event Date. Ownership percentages are based on (i) 2,617,215 shares of Common Stock issued and outstanding as of August 12, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the Securities and Exchange Commission on August 12, 2025, and (ii) 682,018 shares of Common Stock issued subsequent to August 12, 2025 as disclosed by the Issuer.
(b)	Percent of class: 9.9% %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 340,536
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 340,536
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Trails Edge Capital Partners, LP

Signature:	By: Trails Edge Capital Partners, LLC, GP of Trails Edge Capital Partners, LP /s/ Ortav Yehudai
Name/Title:	Ortav Yehudai / Chief Investment Officer of Trails Edge Capital Partners, LLC
Date:	09/08/2025

Trails Edge Biotechnology Master Fund, LP

Signature:	By: Trails Edge GP, LLC, GP of Trails Edge Biotechnology Fund GP, LP, GP of Trails Edge Biotechnology Master Fund, LP /s/ Ortav Yehudai
Name/Title:	Ortav Yehudai / Chief Investment Officer of Trails Edge GP, LLC
Date:	09/08/2025

Ortav Yehudai

Signature:	/s/ Ortav Yehudai
Name/Title:	Ortav Yehudai / Individual
Date:	09/08/2025

Exhibit Information

Exhibit 1 - Joint Filing Agreement

FAQ

How many VTVT shares does Trails Edge report owning?

The Filers report beneficial ownership of 340,536 shares of vTv Therapeutics common stock as of August 29, 2025.

What percentage of VTVT does 340,536 shares represent?

The filing states this position represents 9.9% of the class based on reported outstanding shares and subsequent issuances.

What is the composition of the 340,536 shares disclosed?

It consists of 231,000 shares held directly and 109,536 shares underlying pre-funded warrants held by Trails Edge Biotechnology.

Were the shares acquired to change control of vTv Therapeutics (VTVT)?

No. The filing includes a certification that the securities were not acquired to change or influence control of the issuer.

Are there other warrants or shares that Trails Edge excluded from the beneficial ownership total?

Yes. The Filers exclude 314,835 shares underlying pre-funded warrants and 655,371 shares underlying common warrants due to an issuance limitation preventing exercise above 9.99% ownership.