UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
Or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
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(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
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Class of Stock |
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Shares Outstanding as of August 4, 2021 |
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Class A common stock, par value $0.01 per share |
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Class B common stock, par value $0.01 per share |
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vTv THERAPEUTICS INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED June 30, 2021
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PAGE |
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Item 1. |
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Condensed Consolidated Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020 |
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4 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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30 |
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Item 4. |
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31 |
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Item 1. |
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31 |
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Item 1A. |
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31 |
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Item 2. |
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31 |
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Item 3. |
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32 |
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Item 4. |
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32 |
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Item 5. |
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32 |
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Item 6. |
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33 |
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34 |
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2
PART I – FINANCIAL INFORMATION
The financial statements and other disclosures contained in this report include those of vTv Therapeutics Inc. (“we”, the “Company” or the “Registrant”), which is the registrant, and those of vTv Therapeutics LLC (“vTv LLC”), which is the principal operating subsidiary of the Registrant. Unless the context suggests otherwise, references in this Quarterly Report on Form 10-Q to the “Company”, “we”, “us” and “our” refer to vTv Therapeutics Inc. and its consolidated subsidiaries.
3
vTv Therapeutics Inc.
Condensed Consolidated Balance Sheets
(in thousands, except number of shares and per share data)
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June 30, |
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December 31, |
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2021 |
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2020 |
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(Unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
$ |
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$ |
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Accounts receivable, net |
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— |
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Prepaid expenses and other current assets |
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Current deposits |
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Total current assets |
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Property and equipment, net |
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Operating lease right-of-use assets |
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Long-term investments |
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Total assets |
$ |
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$ |
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Liabilities, Redeemable Noncontrolling Interest and Stockholders’ Deficit |
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Current liabilities: |
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Accounts payable and accrued expenses |
$ |
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$ |
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Current portion of operating lease liabilities |
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Current portion of contract liabilities |
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Current portion of notes payable |
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— |
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Total current liabilities |
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Contract liabilities, net of current portion |
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Operating lease liabilities, net of current portion |
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Warrant liability, related party |
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Other liabilities |
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Total liabilities |
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Commitments and contingencies |
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Redeemable noncontrolling interest |
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Stockholders’ deficit: |
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Class A Common Stock, $ outstanding as of June 30, 2021 and outstanding as of December 31, 2020 |
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Class B Common Stock, $ outstanding as of June 30, 2021 and |
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Additional paid-in capital |
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Accumulated deficit |
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Total stockholders’ deficit attributable to vTv Therapeutics Inc. |
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Total liabilities, redeemable noncontrolling interest and stockholders’ deficit |
$ |
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$ |
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The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
4
vTv Therapeutics Inc.
Condensed Consolidated Statements of Operations - Unaudited
(in thousands, except number of shares and per share data)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2021 |
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2020 |
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2021 |
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2020 |
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Revenue |
$ |
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$ |
— |
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$ |
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$ |
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Operating expenses: |
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Research and development |
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General and administrative |
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Total operating expenses |
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Operating loss |
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( |
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( |
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( |
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( |
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Other income |
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— |
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— |
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Other (expense) income – related party |
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( |
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( |
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( |
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Interest income |
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— |
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— |
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Interest expense |
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— |
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( |
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— |
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( |
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Loss before income taxes and noncontrolling interest |
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( |
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( |
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( |
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( |
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Income tax provision |
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— |
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— |
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— |
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Net loss before noncontrolling interest |
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( |
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( |
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( |
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( |
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Less: net loss attributable to noncontrolling interest |
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( |
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( |
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( |
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( |
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Net loss attributable to vTv Therapeutics Inc. |
$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Net loss attributable to vTv Therapeutics Inc. common shareholders |
$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted |
$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Weighted-average number of vTv Therapeutics Inc. Class A Common Stock, basic and diluted |
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The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
5
vTv Therapeutics Inc.
Condensed Consolidated Statement of Changes in Redeemable Noncontrolling Interest and Stockholders’ Deficit - Unaudited
(in thousands, except number of shares)
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For the three months ended June 30, 2021 |
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Class A Common Stock |
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Class B Common Stock |
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Redeemable Noncontrolling Interest |
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Shares |
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Amount |
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Shares |
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Amount |
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Additional Paid-in Capital |
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Accumulated Deficit |
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Total Stockholders' Deficit |
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Balance at March 31, 2021 |
$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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Net loss |
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( |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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Share-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of Class A Common Stock under ATM offering |
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— |
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— |
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— |
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— |
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Issuance of Class A Common Stock under LPC Agreement |
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— |
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— |
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— |
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— |
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Change in redemption value of noncontrolling interest |
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( |
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— |
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— |
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— |
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— |
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— |
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Balances at June 30, 2021 |
$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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For the three months ended June 30, 2020 |
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Class A Common Stock |
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Class B Common Stock |
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Redeemable Noncontrolling Interest |
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Shares |
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Amount |
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Shares |
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Amount |
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Additional Paid-in Capital |
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Accumulated Deficit |
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Total Stockholders' Deficit |
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Balances at March 31, 2020 |
$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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Net loss |
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( |
) |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Share-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of Class A Common Stock under ATM offering |
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— |
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— |
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— |
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— |
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Issuance of Class A Common Stock to a related party under the Letter Agreements |
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— |
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— |
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— |
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— |
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Change in redemption value of noncontrolling interest |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
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Balances at June 30, 2020 |
$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
|
$ |
( |
) |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
6
vTv Therapeutics Inc.
Condensed Consolidated Statement of Changes in Redeemable Noncontrolling Interest and Stockholders’ Deficit - Unaudited
(in thousands, except number of shares)
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For the six months ended June 30, 2021 |
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Class A Common Stock |
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Class B Common Stock |
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Redeemable Noncontrolling Interest |
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Shares |
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Amount |
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Shares |
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Amount |
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Additional Paid-in Capital |
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Accumulated Deficit |
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Total Stockholders' Deficit |
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Balances at December 31, 2020 |
$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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Net loss |
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( |
) |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Share-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of Class A Common Stock under ATM offering |
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— |
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— |
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— |
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— |
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Exchange of Class B Common Stock for Class A Common Stock |
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— |
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— |
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( |
) |
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— |
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— |
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— |
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— |
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Exercise of stock options |
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— |
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— |
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— |
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— |
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— |
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Issuance of Class A Common Stock under LPC Agreement |
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— |
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— |
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— |
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— |
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Change in redemption value of noncontrolling interest |
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( |
) |
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— |
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— |
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— |
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— |
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— |
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Balances at June 30, 2021 |
$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
|
For the six months ended June 30, 2020 |
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Class A Common Stock |
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Class B Common Stock |
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||||||||||
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Redeemable Noncontrolling Interest |
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Shares |
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Amount |
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Shares |
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Amount |
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Additional Paid-in Capital |
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Accumulated Deficit |
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Total Stockholders' Deficit |
|
||||||||
|
Balances at December 31, 2019 |
$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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Net loss |
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( |
) |
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— |
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— |
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— |
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— |
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— |
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|
( |
) |
|
|
( |
) |
|
Share-based compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
Issuance of Class A Common Stock under ATM offering |
|
— |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
Issuance of Class A Common Stock to a related party under the Letter Agreements |
|
— |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
Vesting of restricted stock units |
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Change in redemption value of noncontrolling interest |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
Balances at June 30, 2020 |
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
7
vTv Therapeutics Inc.
Condensed Consolidated Statements of Cash Flows - Unaudited
(in thousands)
|
|
|
Six Months Ended June 30, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
Net loss before noncontrolling interest |
|
$ |
( |
) |
|
$ |
( |
) |
|
Adjustments to reconcile net loss before noncontrolling interest to net cash used in operating activities: |
|
|
|
|
||||