Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 08, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | VTVT | |
Entity Registrant Name | vTv Therapeutics Inc. | |
Entity Central Index Key | 1,641,489 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 17,652,148 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 23,094,221 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 3,766 | $ 11,758 |
Restricted cash and cash equivalents | 162 | |
Accounts receivable, net | 8,000 | |
Prepaid expenses and other current assets | 1,006 | 442 |
Current deposits | 1,124 | |
Total current assets | 5,896 | 20,362 |
Restricted cash and cash equivalents, long-term | 2,500 | 2,500 |
Property and equipment, net | 177 | 283 |
Long-term investments | 2,480 | 2,480 |
Long-term deposits | 36 | 2,292 |
Total assets | 11,089 | 27,917 |
Current liabilities: | ||
Accounts payable and accrued expenses | 8,965 | 13,901 |
Current portion of deferred revenue | 6,747 | 8,757 |
Current portion of notes payable | 9,597 | 4,271 |
Total current liabilities | 25,309 | 26,929 |
Notes payable | 8,611 | 15,316 |
Deferred revenue, net of current portion | 595 | 4,497 |
Warrant liability, related party | 382 | 492 |
Other liabilities | 258 | 290 |
Total liabilities | 35,155 | 47,524 |
Commitments and contingencies | ||
Redeemable noncontrolling interest | 19,912 | 131,440 |
Stockholders’ deficit: | ||
Additional paid-in capital | 144,617 | 127,682 |
Accumulated deficit | (188,985) | (279,058) |
Total stockholders’ deficit attributable to vTv Therapeutics Inc. | (43,978) | (151,047) |
Total liabilities, redeemable noncontrolling interest and stockholders’ deficit | 11,089 | 27,917 |
Class A Common Stock [Member] | ||
Stockholders’ deficit: | ||
Common stock value | 158 | 97 |
Total stockholders’ deficit attributable to vTv Therapeutics Inc. | 158 | 97 |
Class B Common Stock [Member] | ||
Stockholders’ deficit: | ||
Common stock value | 232 | 232 |
Total stockholders’ deficit attributable to vTv Therapeutics Inc. | $ 232 | $ 232 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Class A Common Stock [Member] | ||
Common stock par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares outstanding | 15,772,449 | 9,693,254 |
Class B Common Stock [Member] | ||
Common stock par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares outstanding | 23,094,221 | 23,119,246 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenue | $ 3,375,000 | $ 15,000 | $ 7,912,000 | $ 58,000 |
Operating expenses: | ||||
Research and development | 2,698,000 | 8,989,000 | 20,235,000 | 29,572,000 |
General and administrative | 2,158,000 | 2,567,000 | 7,150,000 | 8,396,000 |
Total operating expenses | 4,856,000 | 11,556,000 | 27,385,000 | 37,968,000 |
Operating loss | (1,481,000) | (11,541,000) | (19,473,000) | (37,910,000) |
Other income | 10,000 | 46,000 | ||
Other income – related party | 319,000 | 610,000 | ||
Interest income | 13,000 | 35,000 | 47,000 | 95,000 |
Interest expense | (822,000) | (849,000) | (2,547,000) | (2,240,000) |
Loss before income taxes and noncontrolling interest | (1,961,000) | (12,355,000) | (21,317,000) | (40,055,000) |
Income tax provision | 0 | 200,000 | 0 | |
Net loss before noncontrolling interest | (1,961,000) | (12,355,000) | (21,517,000) | (40,055,000) |
Less: net loss attributable to noncontrolling interest | (1,165,000) | (8,705,000) | (14,697,000) | (28,222,000) |
Net loss attributable to vTv Therapeutics Inc. | $ (796,000) | $ (3,650,000) | $ (6,820,000) | $ (11,833,000) |
Class A Common Stock [Member] | ||||
Operating expenses: | ||||
Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted | $ (0.06) | $ (0.38) | $ (0.64) | $ (1.22) |
Weighted-average number of vTv Therapeutics Inc. Class A Common Stock, basic and diluted | 12,305,949 | 9,693,254 | 10,701,599 | 9,693,254 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Redeemable Noncontrolling Interest and Stockholders' Deficit - (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands | Total | Redeemable Noncontrolling Interest [Member] | Class A Common Stock [Member] | Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2017 | $ (151,047) | $ 97 | $ 232 | $ 127,682 | $ (279,058) | |
Beginning balance, redeemable convertible preferred units at Dec. 31, 2017 | $ 131,440 | |||||
Beginning balance, shares at Dec. 31, 2017 | 9,693,254 | 23,119,246 | ||||
Net loss | (6,820) | (14,697) | (6,820) | |||
Cumulative effect of accounting change | 213 | 213 | ||||
Share-based compensation | 2,345 | 2,345 | ||||
Exchange of Class B Common Stock for Class A Common Stock | 151 | (151) | 151 | |||
Exchange of Class B Common Stock for Class A Common Stock, shares | 25,025 | (25,025) | ||||
Issuance of Class A Common Stock to a related party under the Letter Agreements | 15,000 | $ 61 | 14,939 | |||
Issuance of Class A Common Stock to a related party under the Letter Agreements, shares | 6,042,503 | |||||
Issuance of Letter Agreement and warrants to purchase Class A Common Stock - related party | (500) | (500) | ||||
Vesting of restricted stock units, shares | 11,667 | |||||
Change in redemption value of noncontrolling interest | 96,680 | (96,680) | 96,680 | |||
Ending balance at Sep. 30, 2018 | (43,978) | $ 158 | $ 232 | $ 144,617 | $ (188,985) | |
Ending balance, redeemable noncontrolling interest at Sep. 30, 2018 | $ 19,912 | $ 19,912 | ||||
Ending balance, shares at Sep. 30, 2018 | 15,772,449 | 23,094,221 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss before noncontrolling interest | $ (21,517) | $ (40,055) |
Adjustments to reconcile net loss before noncontrolling interest to net cash used in operating activities: | ||
(Gain) loss on disposal of property and equipment, net | (12) | (11) |
Depreciation expense | 111 | 152 |
Share-based compensation expense | 2,345 | 2,657 |
Change in fair value of warrants, related party | (610) | |
Amortization of debt discount | 795 | 753 |
Changes in assets and liabilities: | ||
Accounts receivable | 8,000 | |
Prepaid expenses and other assets | (1,475) | (113) |
Long-term deposits | 2,256 | (317) |
Accounts payable and accrued expenses | (4,936) | (1,293) |
Deferred revenue | (5,912) | (21) |
Other liabilities | (32) | 19 |
Net cash used in operating activities | (20,987) | (38,229) |
Cash flows from investing activities: | ||
Proceeds from sale of assets | 12 | 32 |
Purchases of property and equipment | (5) | (39) |
Net cash provided by (used in) investing activities | 7 | (7) |
Cash flows from financing activities: | ||
Issuance of Class A Common Stock to a related party under the Letter Agreements | 15,000 | |
Proceeds from debt issuance | 500 | 7,500 |
Repayment of notes payable | (2,674) | |
Net cash provided by financing activities | 12,826 | 7,500 |
Net decrease in cash, cash equivalents and restricted cash and cash equivalents | (8,154) | (30,736) |
Total cash, cash equivalents and restricted cash and cash equivalents, beginning of period | 14,420 | 51,505 |
Total cash, cash equivalents and restricted cash and cash equivalents, end of period | 6,266 | 20,769 |
Non-cash activities: | ||
Change in redemption value of noncontrolling interest | 96,680 | |
Exchange of vTv Therapeutics Inc. Class B Common Stock and vTv Therapeutics, LLC member units for vTv Therapeutics Inc. Class A Common Stock | 151 | |
Issuance of Letter Agreement and warrants to purchase vTv Therapeutics Inc. Class A Common Stock to a related party | 500 | |
Redeemable Noncontrolling Interest [Member] | ||
Non-cash activities: | ||
Change in redemption value of noncontrolling interest | $ (96,680) | $ 36,349 |
Description of Business, Basis
Description of Business, Basis of Presentation and Going Concern | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Description of Business, Basis of Presentation and Going Concern | Note 1: Description of Business, Basis of Presentation and Going Concern Description of Business vTv Therapeutics Inc. (the “Company,” the “Registrant,” “we” or “us”) was incorporated in the state of Delaware in April 2015. The Company was formed to discover and develop orally administered small molecule drug candidates to fill significant unmet medical needs. Principles of Consolidation vTv Therapeutics Inc. is a holding company and its principal asset is a controlling equity interest in vTv Therapeutics LLC (“vTv LLC”), the Company’s principal operating subsidiary, which is a clinical-stage biopharmaceutical company engaged in the discovery and development of orally administered small molecule drug candidates to fill significant unmet medical needs. The Company has determined that vTv LLC is a variable-interest entity (“VIE”) for accounting purposes and that vTv Therapeutics Inc. is the primary beneficiary of vTv LLC because (through its managing member interest in vTv LLC and the fact that the senior management of vTv Therapeutics Inc. is also the senior management of vTv LLC) it has the power and benefits to direct all of the activities of vTv LLC, which include those that most significantly impact vTv LLC’s economic performance. vTv Therapeutics Inc. has therefore consolidated vTv LLC’s results pursuant to Accounting Standards Codification Topic 810, “Consolidation” in its Condensed Consolidated Financial Statements. As of September 30, 2018, various holders own non-voting interests in vTv LLC, representing a 59.4% economic interest in vTv LLC, effectively restricting vTv Therapeutics Inc.’s interest to 40.6% of vTv LLC’s economic results, subject to increase in the future, should vTv Therapeutics Inc. purchase additional non-voting common units (“vTv Units”) of vTv LLC, or should the holders of vTv Units decide to exchange such units (together with shares of Class B Common Stock) for shares of Class A Common Stock (or cash) pursuant to the Exchange Agreement (as defined in Note 8). vTv Therapeutics Inc. has provided financial and other support to vTv LLC in the form of its purchase of vTv Units with the net proceeds of the Company’s initial public offering (“IPO”) in 2015, its agreeing to be a co-borrower under the Venture Loan and Security Agreement (the “Loan Agreement”) with Horizon Technology Finance Corporation and Silicon Valley Bank (together, the “Lenders”) which was entered into in 2016 and its entrance into the letter agreements, dated as of December 5, 2017 and July 30, 2018, with MacAndrews and Forbes Group LLC (the “Letter Agreements”). vTv Therapeutics Inc. will not be required to provide financial or other support for vTv LLC outside of its obligations pertaining to the Loan Agreement as a co-borrower. However, vTv Therapeutics Inc. will control its business and other activities through its managing member interest in vTv LLC, and its management is the management of vTv LLC. The creditors of vTv LLC do not have any recourse to the general credit of vTv Therapeutics Inc. except as allowed under the provisions of the Loan Agreement. Nevertheless, because vTv Therapeutics Inc. will have no material assets other than its interests in vTv LLC, any financial difficulties at vTv LLC could result in vTv Therapeutics Inc. recognizing a loss. Going Concern and Liquidity To date, the Company has not generated any product revenue and has not achieved profitable operations. The continuing development of our drug candidates will require additional financing. From its inception through September 30, 2018, the Company has funded its operations primarily through a combination of private placements of common and preferred equity, research collaboration agreements, upfront and milestone payments for license agreements, debt and equity financings and the completion of its IPO in August 2015. As of September 30, 2018, the Company had an accumulated deficit of $189.0 million and has generated net losses in each year of its existence. As of September 30, 2018, the Company’s liquidity sources included cash and cash equivalents of $3.8 million and $5.0 million of remaining funds available under the Letter Agreements. Management estimates that these sources of funding will allow the Company to continue its operations and activities for a period of less than twelve months from the issuance of these Condensed Consolidated Financial Statements. Based on the Company’s current operating plan, management believes that its current cash and cash equivalents and the remaining funds available under the Letter Agreements will allow the Company to meet its liquidity requirements into December 2018. Though the Company’s expected cash needs for the foreseeable future have been significantly reduced with the discontinuation of the STEADFAST and open label extension studies, the Company will require additional financing to continue its operations. The Company is seeking possible additional partnering opportunities for its GKA, GLP-1r and other drug candidates which it believes may provide additional cash for use in its operations and the continuation of clinical trials for its drug candidates. The Company is also pursuing other sources of financing to provide flexibility to its operating plan. The timing and availability of such financing is not yet known. The failure of the STEADFAST Study to meet either co-primary endpoint may make it more difficult for the Company to obtain such financing. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Condensed Consolidated Financial Statements do not include adjustments to reflect the possible future effects on the recoverability and classification of recorded assets or the amounts of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Unaudited Interim Financial Information The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying Condensed Consolidated Balance Sheet as of September 30, 2018, Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2018 and 2017, Condensed Consolidated Statement of Changes in Redeemable Noncontrolling Interest and Stockholders’ Deficit for the nine months ended September 30, 2018 and Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017 are unaudited. These unaudited financial statements have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements should be read in conjunction with the audited financial statements and the accompanying notes for the year ended December 31, 2017 contained in the Company’s Annual Report on Form 10-K. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) necessary to state fairly the Company’s financial position as of September 30, 2018, the results of operations for the three and nine months ended September 30, 2018 and 2017 and cash flows for the nine months ended September 30, 2018 and 2017. The December 31, 2017 Condensed Consolidated Balance Sheet included herein was derived from the audited financial statements but does not include all disclosures or notes required by GAAP for complete financial statements. The financial data and other information disclosed in these notes to the financial statements related to the three and nine months ended September 30, 2018 and 2017 are unaudited. Interim results are not necessarily indicative of results for an entire year. The Company does not have any components of other comprehensive income recorded within its Condensed Consolidated Financial Statements, and, therefore, does not separately present a statement of comprehensive income in its Condensed Consolidated Financial Statements. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the grant date fair value of equity awards, the fair value of warrants to purchase shares of its Class A Common Stock, the fair value of the Class B Common Stock, the useful lives of property and equipment, the fair value of derivative liabilities, and the fair value of the Company’s debt, among others. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable, the results of which form the basis for making judgments about the carrying value of assets and liabilities. Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash on deposit with multiple financial institutions. The balances of these cash accounts frequently exceed insured limits. The accounts receivable balance at December 31, 2017 related to an upfront payment received in the first quarter of 2018 pursuant to the Company’s license agreement with Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd. (“Huadong”) Three customers represented 100% of the revenue earned during the three and nine months ended September 30, 2018. One customer represented 100% of the revenue earned during the three and nine months ended September 30, 2017. Cash and Cash Equivalents The Company considers any highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. Restricted Cash and Cash Equivalents Restricted cash and cash equivalents, current as of December 31, 2017 was $0.2 million. This amount was received through a research, development and commercialization agreement with JDRF (the “JDRF Agreement”). There were no amounts held as restricted cash and cash equivalents as of September 30, 2018 related to this agreement. Restricted cash and cash equivalents, long-term as of September 30, 2018 and December 31, 2017 was $2.5 million at each date. These amounts relate to the minimum balance that the Company must maintain in a deposit account that is pledged to secure the Loan Agreement and is subject to an account control agreement pursuant to the Loan Agreement. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017 that sum to the total of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows (in thousands): September 30, 2018 December 31, 2017 Cash and cash equivalents $ 3,766 $ 11,758 Restricted cash and cash equivalents — 162 Restricted cash and cash equivalents, long-term 2,500 2,500 Total cash, cash equivalents and restricted cash and cash equivalents shown in the consolidated statement of cash flows $ 6,266 $ 14,420 Investments In connection with the License Agreement with Reneo Pharmaceuticals, Inc. (“Reneo”) (the “Reneo License Agreement”) common stock and certain participation rights representing a minority equity interest in Reneo On January 1, 2018, the Company adopted ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities”. This guidance requires equity investments to be measured at fair value with changes in fair value recognized in net income. Since it does not have a readily determinable market value, the Company has elected to measure its investment in Reneo at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment. No adjustments have been made to the value of the Company’s investment in Reneo for the three and nine months ended September 30, 2018 either due to impairment or based on observable price changes. Revenue Recognition On January 1, 2018, the Company adopted ASC Topic 606, “Revenue From Contracts With Customers” (“ASC Topic 606”), using the modified retrospective method applied to those contracts which were not completed as of the adoption date. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting under ASC Topic 605. The Company recorded a net reduction to its opening accumulated deficit of $0.2 million as of January 1, 2018 due to the cumulative impact of adopting ASC Topic 606, with the impact primarily related to the recognition of an asset for the incremental costs of obtaining contracts. The majority of the Company’s revenue results from its license and collaboration agreements associated with the development of investigational drug products. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The transaction price under the contract is determined based on the value of the consideration expected to be received in exchange for the transferred assets or services. Development, regulatory and sales milestones included in the Company’s collaboration agreements are considered to be variable consideration. The amount of variable consideration expected to be received is included in the transaction price when it becomes probable that the milestone will be met. For contracts with multiple performance obligations, the contract’s transaction price is allocated to each performance obligation using the Company’s best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is the expected cost plus margin approach. Revenue is recognized over the related period over which the Company expects the services to be provided using a proportional performance model or a straight-line method of recognition if there is no discernable pattern over which the services will be provided. Research and Development Major components of research and development costs include cash and share-based compensation, depreciation expense on research and development property and equipment, costs of preclinical studies, clinical trials and related clinical manufacturing, costs of drug development, costs of materials and supplies, facilities costs, overhead costs, regulatory and compliance costs, and fees paid to consultants and other entities that conduct certain research and development activities on the Company’s behalf. Research and development costs are expensed as incurred. The Company records accruals based on estimates of the services received, efforts expended and amounts owed pursuant to contracts with numerous contract research organizations. In the normal course of business, the Company contracts with third parties to perform various clinical study activities in the ongoing development of potential products. The financial terms of these agreements are subject to negotiation and variation from contract to contract and may result in uneven payment flows. Payments under the contracts depend on factors such as the achievement of certain events and the completion of portions of the clinical study or similar conditions. The objective of the Company’s accrual policy is to match the recording of expenses in its financial statements to the actual services received and efforts expended. As such, expense accruals related to clinical studies are recognized based on the Company’s estimate of the degree of completion of the event or events specified in the specific clinical study. The Company records nonrefundable advance payments it makes for future research and development activities as prepaid expenses. Prepaid expenses are recognized as expense in the Condensed Consolidated Statements of Operations as the Company receives the related goods or services. Research and development costs that are reimbursed under a cost-sharing arrangement are reflected as a reduction of research and development expense. Recently Issued Accounting Pronouncements Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue From Contracts With Customers”, that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The Company adopted this guidance as of January 1, 2018 using the modified retrospective transition method. See Note 2 – “Revenue Recognition” for further details. In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities”, which amends ASC 825-10, “Financial Instruments – Overall”. This ASU amends various aspects of the recognition, measurement, presentation and disclosure of financial instruments. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted this guidance in the first quarter of fiscal 2018. The Company has elected to use the measurement alternative, defined as cost, less impairments, adjusted by observable price changes. The adoption of this guidance did not have a material impact on the Company’s Condensed Consolidated Financial Statements. See Note 2 – “Investments” for further details. In May 2017, the FASB issued ASU No. 2017-09, “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”), which clarifies the changes to terms or conditions of a share-based payment award that require an entity to apply modification accounting. ASU 2017-09 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. The Company adopted this guidance in the first quarter of fiscal 2018. The adoption of this guidance did not have a material impact on the Company's Condensed Consolidated Financial Stateme nts. Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, “Lease (Topic 842)” (“ASU 2016-02”), which increases transparency and comparability among companies accounting for lease transactions. The most significant change of this update will require the recognition by a lessee of lease assets and liabilities on its balance sheet for operating lease arrangements with lease terms greater than 12 months. This update will require a modified retrospective application which includes a number of optional practical expedients related to the identification and classification of leases commenced before the effective date. This ASU is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2018. The adoption of this guidance will result in the recognition of additional assets and liabilities related to the Company’s operating leases within its Condensed Consolidated Balance Sheets. |
Collaboration Agreements
Collaboration Agreements | 9 Months Ended |
Sep. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaboration Agreements | Note 3: Collaboration Agreements Reneo License Agreement On December 21, 2017, the Company entered into the Reneo License Agreement, under which Reneo obtained an exclusive, worldwide, sublicensable license to develop and commercialize the Company’s peroxisome proliferation activated receptor delta (PPAR- δ HPP593 Pursuant to the terms of the Reneo License Agreement, the Company is required to provide technology transfer services for a defined period after the effective date. In accordance with ASC Topic 606, the Company identified all of the performance obligations at the inception of the Reneo License Agreement. The significant obligations were determined to be the license and the technology transfer services. The Company has determined that the license and technology transfer services represent a single performance obligation because they were not capable of being distinct on their own. The transaction price has been fully allocated to this combined performance obligation. The remaining milestone payments that the Company is eligible to receive have not been included in the transaction price as of September 30, 2018, as it is not considered probable that such payments will be received. The unrecognized amount of the transaction price allocated to this performance obligation as of September 30, 2018 was $2.6 million. The Company determined that there was no discernable pattern in which the technology services would be provided during the transfer services period. As such, the Company determined that the straight-line method would be used to recognize revenue over the transfer service period. The remainder of this performance obligation will be recognized over approximately 8.5 months. For the three and nine months ended September 30, 2018, $0.9 million and $2.7 million of revenue has been recognized related to this combined performance obligation, respectively. Huadong License Agreement On December 21, 2017, the Company entered into a License Agreement with Huadong (the “Huadong License Agreement”), under which Huadong obtained an exclusive and sublicensable license to develop and commercialize the Company’s glucagon-like peptide-1 receptor agonist (“GLP-1r”) program, including the compound TTP273 Under the Huadong License Agreement, the Company is also responsible for conducting a Phase 2 multi-region clinical trial (the “Phase 2 MRCT”) including sites in both the United States and Huadong License Territory for the purpose of assessing the safety and efficacy of TTP273 In accordance with ASC Topic 606, the Company identified all of the performance obligations at the inception of the Huadong License Agreement. The significant performance obligations were determined to be (i) the exclusive license to develop and commercialize the Company’s GLP-1r program, (ii) technology transfer services related to the chemistry and manufacturing know-how for a defined period after the effective date (iii) the obligation to sponsor and conduct the Phase 2 MRCT, (iv) the Company’s obligation to participate on a joint development committee, and (v) other obligations considered to be de minimis in nature. The transaction price has been allocated to these performance obligations based on their relative standalone selling prices, which were estimated using an expected cost plus margin approach. The Company has determined that the license and technology transfer services related to the chemistry and manufacturing know-how represent a combined performance obligation because they were not capable of being distinct on their own. The Company also determined that there was no discernable pattern in which the technology transfer services would be provided during the transfer service period. As such, the Company determined that the straight-line method would be used to recognize revenue for this performance obligation over the transfer service period. The unrecognized amount of the transaction price allocated to this performance obligation of $3.3 million will be recognized over approximately 8.5 months. For the three and nine months ended September 30, 2018, $1.2 million and $3.5 million of revenue has been recognized related to this combined performance obligation, respectively. The Company also determined that the obligation to sponsor and conduct a portion of the Phase 2 MRCT should be treated as a separate performance obligation. A portion of the total consideration received under the Huadong License Agreement was allocated to this performance obligation based on its estimated standalone selling price. This amount was deferred as of September 30, 2018 and revenue will be recognized using the proportional performance model over the period during which the Company conducts the Phase 2 MRCT trial. No revenue for this performance obligation has been recognized during the three and nine months ended September 30, 2018. The Company also determined that the obligation to participate in the joint development committee (the “JDC”) to oversee the development of products and the Phase 2 MRCT in accordance with the development plan should be treated as a separate performance obligation. A portion of the total consideration received under the Huadong License Agreement was allocated to this performance obligation based on its estimated standalone selling price. This amount was deferred as of September 30, 2018 and revenue will be recognized using the proportional performance model over the period of the Company’s participation on the JDC. An immaterial amount of revenue for this performance obligation has been recognized during the three and nine months ended September 30, 2018. Newsoara License Agreement On May 31, 2018, the Company entered into a license agreement with (“Newsoara”) (the “Newsoara License Agreement”) phosphodiesterase type 4 inhibitors (“PDE4”) program, including the compound HPP737 , in China, Hong Kong, Macau, Taiwan and other pacific rim countries Pursuant to the terms of the Newsoara License Agreement, the Company is required to provide technology transfer services for a defined period after the effective date. In accordance with ASC Topic 606, the Company identified all of the performance obligations at the inception of the Newsoara License Agreement. The significant obligations were determined to be the license and the technology transfer services. The Company has determined that the license and technology transfer services represent a single performance obligation because they were not capable of being distinct on their own. The transaction price has been fully allocated to this combined performance obligation. The remaining milestone payments that the Company is eligible to receive have not been included in the transaction price as of September 30, 2018, as it is not considered probable that such payments will be received. The unrecognized amount of the transaction price allocated to this performance obligation as of September 30, 2018 was $0.3 million. The Company determined that there was no discernable pattern in which the technology services would be provided during the transfer services period. As such, the Company determined that the straight-line method would be used to recognize revenue over the transfer service period. The remainder of this performance obligation will be recognized over approximately 0.5 months. For the three and nine months ended September 30, 2018, $1.3 million and $1.7 million of revenue has been recognized related to this combined performance obligation, respectively. JDRF Agreement In August 2017, the Company entered into the JDRF Agreement to support the funding of the Simplici-T1 Study, an adaptive Phase 1b/2 study to explore the effects of TTP399 TTP399 Payments that the Company receives from JDRF under this agreement will be recorded as restricted cash and current liabilities and recognized as an offset to research and development expense, based on the progress of the project, and only to the extent that the restricted cash is utilized to fund such development activities. As of September 30, 2018, the Company had received funding under this agreement of $0.8 million. Research and development costs were offset by a total of $0.8 million over the course of this agreement. As of September 30, 2018, the Company has recognized restricted cash of an immaterial amount related to this agreement. Contract Liabilities Contract liabilities related to the Company’s collaboration agreements consisted of the following (in thousands): September 30, 2018 December 31, 2017 Change Deferred revenue $ 6,747 $ 8,757 $ (2,010 ) Deferred revenue - net of current portion 595 4,497 (3,902 ) Total contract liabilities $ 7,342 $ 13,254 $ (5,912 ) The change in the Company’s contract liabilities for the nine months ended September 30, 2018 was due to the recognition of revenue based on the estimated performance of services under the related collaboration agreements as well as the recognition of deferred revenue related to the Company’s Newsoara License Agreement. There were no changes in the estimated transaction prices for the related contracts during the three and nine months ended September 30, 2018. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | Note 4: Share-Based Compensation During the three and nine months ended September 30, 2018, the Company issued non-qualified stock option awards to certain employees of the Company. These option awards vest ratably over a three-year period and the option awards expire after a term of ten years from the date of grant. As of September 30, 2018, the Company had total unrecognized stock-based compensation expense for its outstanding stock option awards of approximately $1.6 million, which is expected to be recognized over a weighted average period of 1.5 years. The weighted average grant date fair value of option grants during the nine months ended September 30, 2018 and 2017 was $2.28 and $4.17 per option, respectively. The aggregate intrinsic value of the in-the-money awards outstanding at September 30, 2018 was $0. The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options granted. The fair value of stock options granted was estimated using the following assumptions: For the Nine Months Ended September 30, 2018 2017 Expected volatility 71.15% - 99.23% 76.88% - 85.93% Expected life of option, in years 5.7 - 6.0 5.8 - 6.0 Risk-free interest rate 2.69% - 2.84% 1.87% - 2.24% Expected dividend yield 0.00% 0.00% The following table summarizes the activity related to the stock option awards for the nine months ended September 30, 2018: Number of Shares Weighted- Average Exercise Price Awards outstanding at December 31, 2017 1,960,732 $ 8.50 Granted 102,750 3.25 Forfeited (280,794 ) 6.17 Awards outstanding at September 30, 2018 1,782,688 $ 8.57 Options exercisable at September 30, 2018 1,173,468 $ 10.20 Weighted average remaining contractual term 7.3 Years Options vested and expected to vest at September 30, 2018 1,742,506 $ 8.64 Weighted average remaining contractual term 7.7 Years The following table summarizes the activity related to the RSU awards for the nine months ended September 30, 2018: Number of Shares Weighted- Average Grant Date Fair Value Awards outstanding at December 31, 2017 35,000 $ 5.81 Vested (11,667 ) 5.81 Awards outstanding at September 30, 2018 23,333 $ 5.81 RSUs expected to vest at September 30, 2018 22,896 $ 5.81 As of September 30, 2018, the Company had total unrecognized stock-based compensation expense for its outstanding RSU awards of approximately $0.1 million, which is expected to be recognized over a weighted-average period of 1.4 years. The aggregate intrinsic value of the RSUs outstanding at September 30, 2018 was de minimis. Compensation expense related to the grants of stock options and RSUs is included in research and development and general and administrative expense as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Research and development $ 247 $ 405 $ 871 $ 1,077 General and administrative 332 554 1,474 1,580 Total share-based compensation expense $ 579 $ 959 $ 2,345 $ 2,657 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 5: Notes Payable Notes payable consist of the following (in thousands): September 30, 2018 December 31, 2017 Notes payable under the Loan Agreement $ 17,396 $ 20,000 Short-term financing 431 — Accreted final payment (unamortized debt discount) 381 (413 ) Total notes payable 18,208 19,587 Less: Current portion (9,597 ) (4,271 ) Total notes payable, net of current portion $ 8,611 $ 15,316 In October 2016, the Company entered into the Loan Agreement with Horizon Technology Finance Corporation and Silicon Valley Bank, under which the Company and vTv LLC borrowed $20.0 million. Each loan tranche bears interest at a floating rate equal to 10.5% plus the amount by which the one-month London Interbank Offer Rate (“LIBOR”) exceeds 0.5%. The Company borrowed the first tranche of $12.5 million upon close of the Loan Agreement in October 2016. The first tranche requires only monthly interest payments until May 1, 2018 followed by equal monthly payments of principal plus accrued interest through the scheduled maturity date on May 1, 2020. In addition, a final payment for the first tranche loan equal to $0.8 million will be due on May 1, 2020, or such earlier date specified in the Loan Agreement. The Company borrowed the second tranche of $7.5 million in March 2017. The second tranche requires only monthly interest payments until October 1, 2018 followed by equal monthly payments of principal plus accrued interest through the scheduled maturity date on October 1, 2020. In addition, a final payment for the second tranche loan equal to $0.5 million will be due on October 1, 2020, or such earlier date specified in the Loan Agreement. The availability of the third tranche of $5.0 million expired unused on June 30, 2017. If the Company repays all or a portion of the loan prior to the applicable maturity date, it will pay the Lenders a prepayment penalty fee, based on a percentage of the then outstanding principal balance equal to 4.0% during the first 18 months following the funding of the second tranche and 2.0% thereafter. The Company’s obligations under the Loan Agreement are secured by a first priority security interest in substantially all of its assets. As a result of the termination of the STEADFAST Study, the Company granted the Lenders a first priority security interest in all of the Company’s intellectual property, subject to certain limited exceptions. The Company has agreed not to pledge or otherwise encumber its intellectual property assets, subject to certain exceptions. The Loan Agreement includes customary affirmative and restrictive covenants, including, but not limited to, restrictions on the payment of dividends or other equity distributions and the incurrence of debt or liens upon the assets of the Company or its subsidiaries. The Loan Agreement In connection with the Loan Agreement, the Company issued to the Lenders warrants to purchase shares of the Company’s Class A Common Stock (the “Warrants”). On October 28, 2016, the Company issued Warrants to purchase 152,580 shares of its Class A Common Stock at a per share exercise price of $6.39 per share, which aggregate exercise price represents 6.0% of the principal amount borrowed under the first tranche of the Loan Agreement and 3.0% of the amount available under the second tranche of the Loan Agreement. On March 24, 2017, in connection with the funding of the second tranche, the Company issued Warrants to purchase 38,006 shares of its Class A Common Stock at a per share exercise price of $5.92 per share, which aggregate exercise price represents 3.0% of the principal amount of the second tranche of the Loan Agreement. In each instance, the Warrants have an exercise price equal to the lower of (a) the volume weighted average price per share of the Company’s Class A Common Stock, as reported on the principal stock exchange on which the Company’s Class A Common Stock is listed, for 10 trading days prior to the issuance of the applicable Warrants or (b) the closing price of a share of the Company’s Class A Common Stock on the trading day prior to the issuance of the applicable Warrants. The Warrants will expire seven years from their date of issuance. The costs incurred in connection with the Loan Agreement, along with the allocated fair value of the Warrants issued of $0.9 million were treated as a debt discount and are offset against the carrying value of the notes payable in the Company’s Condensed Consolidated Balance Sheet as of September 30, 2018 and December 31, 2017. These costs will be recognized as interest expense over the term of the first tranche using the effective interest method. The final payments for the first and second loan tranches of $0.8 million and $0.5 million, respectively, will be accrued as additional interest expense, using the effective interest method, over the term of the relevant tranche. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6: Commitments and Contingencies Legal Matters From time to time, the Company is involved in various legal proceedings arising in the normal course of business. If a specific contingent liability is determined to be probable and can be reasonably estimated, the Company accrues and discloses the amount. The Company is not currently a party to any material legal proceedings. Columbia University Agreement In May 2015, the Company entered into a worldwide exclusive agreement with Columbia University (“Columbia”) to license certain intellectual property from Columbia. Under the agreement, the Company is obligated to pay to Columbia (1) an annual fee of $0.1 million from 2015 through 2021, (2) a potential regulatory milestone payment of $0.8 million and (3) potential royalty payments at a single digit royalty rate based on net sales of licensed products as defined in the agreement. Novo Nordisk In February 2007, the Company entered into an Agreement Concerning Glucokinase Activator Project with Novo Nordisk A/S (the “Novo License Agreement”) whereby we obtained an exclusive, worldwide, sublicensable license under certain Novo Nordisk intellectual property rights to discover, develop, manufacture, have manufactured, use and commercialize products for the prevention, treatment, control, mitigation or palliation of human or animal diseases or conditions. As part of this license grant, the Company obtained certain worldwide rights to Novo Nordisk’s GKA program, including rights to preclinical and clinical compounds such as TTP399 Huadong License Agreement Under the terms of the Huadong License Agreement, vTv LLC is responsible for sponsoring the Phase 2 MRCT including sites in both the US and the Huadong License Territory for the purpose of assessing the safety and efficacy of TTP273 |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest | 9 Months Ended |
Sep. 30, 2018 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | Note 7: Redeemable Noncontrolling Interest The Company is subject to the Exchange Agreement with respect to the vTv Units representing the 59.4% noncontrolling interest in vTv LLC outstanding as of September 30, 2018 (see Note 8). The Exchange Agreement requires the surrender of an equal number of vTv Units and Class B Common Stock for (i) shares of Class A Common Stock on a one-for-one basis or (ii) cash (based on the fair market value of the Class A Common Stock as determined pursuant to the Exchange Agreement), at the Company’s option (as the managing member of vTv LLC), subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. The exchange value is determined based on a 20-day volume weighted average price of the Class A Common Stock as defined in the Exchange Agreement, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. The redeemable noncontrolling interest is recognized at the higher of (1) its initial fair value plus accumulated earnings/losses associated with the noncontrolling interest or (2) the redemption value as of the balance sheet date. At September 30, 2018 and December 31, 2017, the redeemable noncontrolling interest was recorded based on the redemption value as of the balance sheet date of $19.9 million and $131.4 million, respectively. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 8: Related-Party Transactions MacAndrews & Forbes Incorporated As of September 30, 2018, subsidiaries and affiliates of MacAndrews & Forbes Incorporated (collectively “MacAndrews”) indirectly controlled 23,084,267 shares of the Company’s Class B Common Stock and 8,658,169 shares of the Company’s Class A Common Stock. As a result, MacAndrews’ holdings represent approximately 81.7% of the combined voting power of the Company’s outstanding common stock. The Company has entered into several agreements with MacAndrews or its affiliates as further detailed below: Letter Agreements The Company has entered into the Letter Agreements with MacAndrews. Under the terms of the Letter Agreements, the Company has the right to sell to MacAndrews shares of its Class A Common Stock at a specified price per share , and MacAndrews has the right (exercisable up to three times) to require the Company to sell to it shares of Class A Common Stock at the same price. An aggregate of The critical terms of these Letter Agreements are set forth in the table below: December 5, 2017 Letter Agreement July 30, 2018 Letter Agreement Specified purchase price per share $ 4.38 $ 1.33 Expiration date of letter agreement December 5, 2018 July 30, 2019 Shares available to be issued under related warrants 198,267 518,654 Exercise price of related warrants $ 5.04 $ 1.53 Expiration date of related warrants December 5, 2024 July 30, 2025 Total shares issued as of September 30, 2018 2,283,105 3,759,398 Remaining shares to be issued as of September 30, 2018 — 3,759,399 Exchange Agreement The Company and MacAndrews are party to an exchange agreement (the “Exchange Agreement”) pursuant to which the vTv Units (along with a corresponding number of shares of the Class B Common Stock) are exchangeable for (i) shares of the Company’s Class A Common Stock on a one-for-one basis or (ii) cash (based on the fair market value of the Class A Common Stock as determined pursuant to the Exchange Agreement), at the Company’s option (as the managing member of vTv LLC), subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. Any decision to require an exchange for cash rather than shares of Class A Common Stock will ultimately be determined by the entire board of directors of vTv Therapeutics Inc. (the “Board of Directors”). As of September 30, 2018, MacAndrews had not exchanged any shares under the provisions of this agreement. Tax Receivable Agreement The Company and MacAndrews are party to a tax receivable agreement (the “Tax Receivable Agreement”), which provides for the payment by the Company to M&F TTP Holdings Two LLC (“M&F”), as successor in interest to vTv Therapeutics Holdings, LLC (“vTv Therapeutics Holdings”), and M&F TTP Holdings LLC (or certain of its transferees or other assignees) of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the Company actually realizes (or, in some circumstances, the Company is deemed to realize) as a result of (a) the exchange of Class B Common Stock, together with the corresponding number of vTv Units, for shares of the Company’s Class A Common Stock (or for cash), (b) tax benefits related to imputed interest deemed to be paid by the Company as a result of the Tax Receivable Agreement and (c) certain tax benefits attributable to payments under the Tax Receivable Agreement. As no shares have been exchanged by MacAndrews pursuant to the Exchange Agreement (discussed above), the Company has not recognized any liability nor has it made any payments pursuant to the Tax Receivable Agreement as of September 30, 2018. Investor Rights Agreement The Company is party to an investor rights agreement with M&F, as successor in interest to vTv Therapeutics Holdings (the “Investor Rights Agreement”). The Investor Rights Agreement provides M&F with certain demand, shelf and piggyback registration rights with respect to its shares of Class A Common Stock and also provides M&F with certain governance rights, depending on the size of its holdings of Class A Common Stock. Under the Investor Rights Agreement, M&F was initially entitled to nominate a majority of the members of the Board of Directors and designate the members of the committees of the Board of Directors. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9: Income Taxes The Company is subject to U.S. federal income taxes as well as state taxes. The Company recorded an income tax provision of $0.2 million for the nine months ended September 30, 2018 representing foreign withholding taxes incurred in connection with the Newsoara License Agreement. The Company did not record an income tax provision for the three and nine months ended September 30, 2017. Management has evaluated the positive and negative evidence surrounding the realization of its deferred tax assets, including the Company’s history of losses, and under the applicable accounting standards determined that it is more-likely-than-not that the deferred tax assets will not be realized. The difference between the effective tax rate of the Company and the U.S. statutory tax rate of 21% at September 30, 2018 is due to the valuation allowance against the Company’s expected net operating losses. As discussed in Note 8, the Company is party to a tax receivable agreement with a related party which provides for the payment by the Company to M&F (or certain of its transferees or other assignees) of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the Company actually realizes (or, in some circumstances, the Company is deemed to realize) as a result of certain transactions. As no transactions have occurred which would trigger a liability under this agreement, the Company has not recognized any liability related to this agreement as of September 30, 2018. On December 22, 2017, the U.S. federal government enacted comprehensive tax reform commonly referred to as the Tax Cuts and Jobs Act (“TCJA”). Under ASC Topic 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. Among other things, the TCJA (1) reduces the U.S federal statutory corporate income tax rate from 35% to 21% effective January 1, 2018, (2) eliminates the corporate alternative minimum tax, (3) eliminates the Section 199 deduction, and (4) changes rules related to uses and limitations of net operating loss carryforwards beginning after December 31, 2017. The SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of TCJA. SAB 118 provides a measurement period that should not extend beyond one year from the TCJA enactment date for companies to complete the accounting under ASC Topic 740. To the extent that a company’s accounting for certain income tax effects of the TCJA is incomplete but is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. The TCJA reduces the corporate tax rate to 21% effective January 1, 2018. While we are able to make a reasonable estimate of the impact of the reduction in the corporate rate, it may be affected by other analyses related to the TCJA. The Company will continue to assess and refine, as necessary, its accounting for the TCJA as additional guidance and interpretation is provided. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Note 10: Net Loss per Share Basic loss per share is computed by dividing net loss attributable to vTv Therapeutics Inc. by the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted loss per share is computed giving effect to all potentially dilutive shares. Diluted loss per share for all periods presented is the same as basic loss per share as the inclusion of potentially issuable shares would be antidilutive. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of Class A Common Stock is as follows (in thousands, except share and per share amounts): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Numerator: Net loss $ (1,961 ) $ (12,355 ) $ (21,517 ) $ (40,055 ) Less: Net loss attributable to noncontrolling interests (1,165 ) (8,705 ) (14,697 ) (28,222 ) Net loss attributable to vTv Therapeutics Inc., basic and diluted $ (796 ) $ (3,650 ) $ (6,820 ) $ (11,833 ) Denominator: Weighted-average vTv Therapeutics Inc. Class A Common Stock, basic and diluted 12,305,949 9,693,254 10,701,599 9,693,254 Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted $ (0.06 ) $ (0.38 ) $ (0.64 ) $ (1.22 ) Potentially dilutive securities not included in the calculation of diluted net loss per share are as follows: September 30, 2018 September 30, 2017 Class B Common Stock (1) 23,094,221 23,119,246 Common stock options granted under the Plan 1,782,688 1,952,399 Restricted stock units 23,333 35,000 Common stock options granted under Letter Agreement 3,759,399 — Common stock warrants 907,507 190,586 Total 29,567,148 25,297,231 (1) Shares of Class B Common Stock do not share in the Company’s earnings and are not participating securities. Accordingly, separate presentation of loss per share of Class B Common Stock under the two-class method has not been provided. Each share of Class B Common Stock (together with a corresponding vTv Unit) is exchangeable for one share of Class A Common Stock. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 11: Fair Value of Financial Instruments The carrying amount of certain of the Company’s financial instruments, including cash and cash equivalents, net accounts receivable, accounts payable and other accrued liabilities approximate fair value due to their short-term nature. The fair value of the Company’s Loan Agreement is considered to approximate its carrying value because it bears interest at a variable interest rate. The Company measures the value of its investment in Reneo at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment. During the three and nine months ended September 30, 2018, there were no observable price changes in identical or similar investments, nor were there any indications of impairment. As such, the value of the Company’s investment in Reneo was not remeasured. Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments. The following table summarizes the conclusions reached regarding fair value measurements as of September 30, 2018 and December 31, 2017 (in thousands): Balance at September 30, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Warrant liability, related party (1) $ 382 $ — $ — $ 382 Total $ 382 $ — $ — $ 382 Balance at December 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Warrant liability, related party (2) $ 492 $ — $ — $ 492 Total $ 492 $ — $ — $ 492 (1) Fair value determined using the Black-Scholes option pricing model. Expected volatility is based on a portfolio of selected stocks of companies believed to have market and economic characteristics similar to its own. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of the valuation. (2) Fair value determined using an option pricing model based on the Company’s current capitalization. Expected volatility is based on a portfolio of selected stocks of companies believed to have market and economic characteristics similar to its own. The risk-free rate is based on the yield of U.S. government securities with the same term as the option as of the valuation date. Changes in Level 3 instruments for the nine months ended September 30, Balance at January 1 Net Change in fair value included in earnings Purchases / Issuance Sales / Repurchases Balance at September 30, 2018 Warrant liability, related party 492 (610 ) 500 — 382 Total $ 492 $ (610 ) $ 500 $ — $ 382 2017 Warrant liability $ 167 $ — $ — $ (167 ) $ — Total $ 167 $ — $ — $ (167 ) $ — During the three and nine months ended September 30, 2018, the Company recognized a gain of $0.3 million and $0.6 million, respectively, related to the change in fair value of the Letter Agreement Warrants. This gain was recognized as a component of other income – related party in the Condensed Consolidated Statements of Operations. Significant inputs utilized in the valuation of the Letter Agreement Warrants as of September 30, 2018 were: Expected volatility 96.05% - 98.58% Risk-free interest rate 2.98% - 3.00% Changes in the unobservable inputs noted above would impact the amount of the liability for the Letter Agreement Warrants. Increases (decreases) in the estimates of the Company’s annual volatility would increase (decrease) the liability and an increase (decrease) in the annual risk-free rate would increase (decrease) the liability. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12: Subsequent Events On October 26, 2018, we entered into amendments to the Letter Agreement Warrants with MacAndrews, which removed certain anti-dilution provisions of the Letter Agreement Warrants. On November 6, 2018, the Company caused MacAndrews to purchase an additional 1,879,699 shares of its Class A Common Stock under the terms of the letter agreement entered into on July 30, 2018 for $2.5 million in cash. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying Condensed Consolidated Balance Sheet as of September 30, 2018, Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2018 and 2017, Condensed Consolidated Statement of Changes in Redeemable Noncontrolling Interest and Stockholders’ Deficit for the nine months ended September 30, 2018 and Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017 are unaudited. These unaudited financial statements have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements should be read in conjunction with the audited financial statements and the accompanying notes for the year ended December 31, 2017 contained in the Company’s Annual Report on Form 10-K. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) necessary to state fairly the Company’s financial position as of September 30, 2018, the results of operations for the three and nine months ended September 30, 2018 and 2017 and cash flows for the nine months ended September 30, 2018 and 2017. The December 31, 2017 Condensed Consolidated Balance Sheet included herein was derived from the audited financial statements but does not include all disclosures or notes required by GAAP for complete financial statements. The financial data and other information disclosed in these notes to the financial statements related to the three and nine months ended September 30, 2018 and 2017 are unaudited. Interim results are not necessarily indicative of results for an entire year. The Company does not have any components of other comprehensive income recorded within its Condensed Consolidated Financial Statements, and, therefore, does not separately present a statement of comprehensive income in its Condensed Consolidated Financial Statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the grant date fair value of equity awards, the fair value of warrants to purchase shares of its Class A Common Stock, the fair value of the Class B Common Stock, the useful lives of property and equipment, the fair value of derivative liabilities, and the fair value of the Company’s debt, among others. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable, the results of which form the basis for making judgments about the carrying value of assets and liabilities. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash on deposit with multiple financial institutions. The balances of these cash accounts frequently exceed insured limits. The accounts receivable balance at December 31, 2017 related to an upfront payment received in the first quarter of 2018 pursuant to the Company’s license agreement with Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd. (“Huadong”) Three customers represented 100% of the revenue earned during the three and nine months ended September 30, 2018. One customer represented 100% of the revenue earned during the three and nine months ended September 30, 2017. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers any highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. |
Restricted Cash and Cash Equivalents | Restricted Cash and Cash Equivalents Restricted cash and cash equivalents, current as of December 31, 2017 was $0.2 million. This amount was received through a research, development and commercialization agreement with JDRF (the “JDRF Agreement”). There were no amounts held as restricted cash and cash equivalents as of September 30, 2018 related to this agreement. Restricted cash and cash equivalents, long-term as of September 30, 2018 and December 31, 2017 was $2.5 million at each date. These amounts relate to the minimum balance that the Company must maintain in a deposit account that is pledged to secure the Loan Agreement and is subject to an account control agreement pursuant to the Loan Agreement. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017 that sum to the total of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows (in thousands): September 30, 2018 December 31, 2017 Cash and cash equivalents $ 3,766 $ 11,758 Restricted cash and cash equivalents — 162 Restricted cash and cash equivalents, long-term 2,500 2,500 Total cash, cash equivalents and restricted cash and cash equivalents shown in the consolidated statement of cash flows $ 6,266 $ 14,420 |
Investments | Investments In connection with the License Agreement with Reneo Pharmaceuticals, Inc. (“Reneo”) (the “Reneo License Agreement”) common stock and certain participation rights representing a minority equity interest in Reneo On January 1, 2018, the Company adopted ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities”. This guidance requires equity investments to be measured at fair value with changes in fair value recognized in net income. Since it does not have a readily determinable market value, the Company has elected to measure its investment in Reneo at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment. No adjustments have been made to the value of the Company’s investment in Reneo for the three and nine months ended September 30, 2018 either due to impairment or based on observable price changes. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted ASC Topic 606, “Revenue From Contracts With Customers” (“ASC Topic 606”), using the modified retrospective method applied to those contracts which were not completed as of the adoption date. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting under ASC Topic 605. The Company recorded a net reduction to its opening accumulated deficit of $0.2 million as of January 1, 2018 due to the cumulative impact of adopting ASC Topic 606, with the impact primarily related to the recognition of an asset for the incremental costs of obtaining contracts. The majority of the Company’s revenue results from its license and collaboration agreements associated with the development of investigational drug products. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The transaction price under the contract is determined based on the value of the consideration expected to be received in exchange for the transferred assets or services. Development, regulatory and sales milestones included in the Company’s collaboration agreements are considered to be variable consideration. The amount of variable consideration expected to be received is included in the transaction price when it becomes probable that the milestone will be met. For contracts with multiple performance obligations, the contract’s transaction price is allocated to each performance obligation using the Company’s best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is the expected cost plus margin approach. Revenue is recognized over the related period over which the Company expects the services to be provided using a proportional performance model or a straight-line method of recognition if there is no discernable pattern over which the services will be provided. |
Research and Development | Research and Development Major components of research and development costs include cash and share-based compensation, depreciation expense on research and development property and equipment, costs of preclinical studies, clinical trials and related clinical manufacturing, costs of drug development, costs of materials and supplies, facilities costs, overhead costs, regulatory and compliance costs, and fees paid to consultants and other entities that conduct certain research and development activities on the Company’s behalf. Research and development costs are expensed as incurred. The Company records accruals based on estimates of the services received, efforts expended and amounts owed pursuant to contracts with numerous contract research organizations. In the normal course of business, the Company contracts with third parties to perform various clinical study activities in the ongoing development of potential products. The financial terms of these agreements are subject to negotiation and variation from contract to contract and may result in uneven payment flows. Payments under the contracts depend on factors such as the achievement of certain events and the completion of portions of the clinical study or similar conditions. The objective of the Company’s accrual policy is to match the recording of expenses in its financial statements to the actual services received and efforts expended. As such, expense accruals related to clinical studies are recognized based on the Company’s estimate of the degree of completion of the event or events specified in the specific clinical study. The Company records nonrefundable advance payments it makes for future research and development activities as prepaid expenses. Prepaid expenses are recognized as expense in the Condensed Consolidated Statements of Operations as the Company receives the related goods or services. Research and development costs that are reimbursed under a cost-sharing arrangement are reflected as a reduction of research and development expense. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue From Contracts With Customers”, that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The Company adopted this guidance as of January 1, 2018 using the modified retrospective transition method. See Note 2 – “Revenue Recognition” for further details. In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities”, which amends ASC 825-10, “Financial Instruments – Overall”. This ASU amends various aspects of the recognition, measurement, presentation and disclosure of financial instruments. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted this guidance in the first quarter of fiscal 2018. The Company has elected to use the measurement alternative, defined as cost, less impairments, adjusted by observable price changes. The adoption of this guidance did not have a material impact on the Company’s Condensed Consolidated Financial Statements. See Note 2 – “Investments” for further details. In May 2017, the FASB issued ASU No. 2017-09, “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”), which clarifies the changes to terms or conditions of a share-based payment award that require an entity to apply modification accounting. ASU 2017-09 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. The Company adopted this guidance in the first quarter of fiscal 2018. The adoption of this guidance did not have a material impact on the Company's Condensed Consolidated Financial Stateme nts. Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, “Lease (Topic 842)” (“ASU 2016-02”), which increases transparency and comparability among companies accounting for lease transactions. The most significant change of this update will require the recognition by a lessee of lease assets and liabilities on its balance sheet for operating lease arrangements with lease terms greater than 12 months. This update will require a modified retrospective application which includes a number of optional practical expedients related to the identification and classification of leases commenced before the effective date. This ASU is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2018. The adoption of this guidance will result in the recognition of additional assets and liabilities related to the Company’s operating leases within its Condensed Consolidated Balance Sheets. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017 that sum to the total of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows (in thousands): September 30, 2018 December 31, 2017 Cash and cash equivalents $ 3,766 $ 11,758 Restricted cash and cash equivalents — 162 Restricted cash and cash equivalents, long-term 2,500 2,500 Total cash, cash equivalents and restricted cash and cash equivalents shown in the consolidated statement of cash flows $ 6,266 $ 14,420 |
Collaboration Agreements (Table
Collaboration Agreements (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Contract Liabilities Related to Company's Collaboration Agreements | Contract liabilities related to the Company’s collaboration agreements consisted of the following (in thousands): September 30, 2018 December 31, 2017 Change Deferred revenue $ 6,747 $ 8,757 $ (2,010 ) Deferred revenue - net of current portion 595 4,497 (3,902 ) Total contract liabilities $ 7,342 $ 13,254 $ (5,912 ) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Assumptions Used to Estimate Fair Value of Stock Option Awards Granted | The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options granted. The fair value of stock options granted was estimated using the following assumptions: For the Nine Months Ended September 30, 2018 2017 Expected volatility 71.15% - 99.23% 76.88% - 85.93% Expected life of option, in years 5.7 - 6.0 5.8 - 6.0 Risk-free interest rate 2.69% - 2.84% 1.87% - 2.24% Expected dividend yield 0.00% 0.00% |
Summary of Stock Award Activity for the Period | The following table summarizes the activity related to the stock option awards for the nine months ended September 30, 2018: Number of Shares Weighted- Average Exercise Price Awards outstanding at December 31, 2017 1,960,732 $ 8.50 Granted 102,750 3.25 Forfeited (280,794 ) 6.17 Awards outstanding at September 30, 2018 1,782,688 $ 8.57 Options exercisable at September 30, 2018 1,173,468 $ 10.20 Weighted average remaining contractual term 7.3 Years Options vested and expected to vest at September 30, 2018 1,742,506 $ 8.64 Weighted average remaining contractual term 7.7 Years |
Summary of Activity Related to RSU Awards | The following table summarizes the activity related to the RSU awards for the nine months ended September 30, 2018: Number of Shares Weighted- Average Grant Date Fair Value Awards outstanding at December 31, 2017 35,000 $ 5.81 Vested (11,667 ) 5.81 Awards outstanding at September 30, 2018 23,333 $ 5.81 RSUs expected to vest at September 30, 2018 22,896 $ 5.81 |
Summary of Compensation Expense Related to Grants of Stock Options and RSUs | Compensation expense related to the grants of stock options and RSUs is included in research and development and general and administrative expense as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Research and development $ 247 $ 405 $ 871 $ 1,077 General and administrative 332 554 1,474 1,580 Total share-based compensation expense $ 579 $ 959 $ 2,345 $ 2,657 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consist of the following (in thousands): September 30, 2018 December 31, 2017 Notes payable under the Loan Agreement $ 17,396 $ 20,000 Short-term financing 431 — Accreted final payment (unamortized debt discount) 381 (413 ) Total notes payable 18,208 19,587 Less: Current portion (9,597 ) (4,271 ) Total notes payable, net of current portion $ 8,611 $ 15,316 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Summary of Terms of Letter Agreements | The critical terms of these Letter Agreements are set forth in the table below: December 5, 2017 Letter Agreement July 30, 2018 Letter Agreement Specified purchase price per share $ 4.38 $ 1.33 Expiration date of letter agreement December 5, 2018 July 30, 2019 Shares available to be issued under related warrants 198,267 518,654 Exercise price of related warrants $ 5.04 $ 1.53 Expiration date of related warrants December 5, 2024 July 30, 2025 Total shares issued as of September 30, 2018 2,283,105 3,759,398 Remaining shares to be issued as of September 30, 2018 — 3,759,399 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Reconciliation of the Numerator and Denominator Used in the Calculation of Basic and Diluted Net Loss per Share of Class A Common Stock | A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of Class A Common Stock is as follows (in thousands, except share and per share amounts): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Numerator: Net loss $ (1,961 ) $ (12,355 ) $ (21,517 ) $ (40,055 ) Less: Net loss attributable to noncontrolling interests (1,165 ) (8,705 ) (14,697 ) (28,222 ) Net loss attributable to vTv Therapeutics Inc., basic and diluted $ (796 ) $ (3,650 ) $ (6,820 ) $ (11,833 ) Denominator: Weighted-average vTv Therapeutics Inc. Class A Common Stock, basic and diluted 12,305,949 9,693,254 10,701,599 9,693,254 Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted $ (0.06 ) $ (0.38 ) $ (0.64 ) $ (1.22 ) |
Schedule of Potentially Dilutive Securities Not Included in Calculation of Diluted Net Loss per Share | Potentially dilutive securities not included in the calculation of diluted net loss per share are as follows: September 30, 2018 September 30, 2017 Class B Common Stock (1) 23,094,221 23,119,246 Common stock options granted under the Plan 1,782,688 1,952,399 Restricted stock units 23,333 35,000 Common stock options granted under Letter Agreement 3,759,399 — Common stock warrants 907,507 190,586 Total 29,567,148 25,297,231 (1) Shares of Class B Common Stock do not share in the Company’s earnings and are not participating securities. Accordingly, separate presentation of loss per share of Class B Common Stock under the two-class method has not been provided. Each share of Class B Common Stock (together with a corresponding vTv Unit) is exchangeable for one share of Class A Common Stock. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Summarizes the Conclusions Reached Regarding Fair Value Measurements | The following table summarizes the conclusions reached regarding fair value measurements as of September 30, 2018 and December 31, 2017 (in thousands): Balance at September 30, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Warrant liability, related party (1) $ 382 $ — $ — $ 382 Total $ 382 $ — $ — $ 382 Balance at December 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Warrant liability, related party (2) $ 492 $ — $ — $ 492 Total $ 492 $ — $ — $ 492 (1) Fair value determined using the Black-Scholes option pricing model. Expected volatility is based on a portfolio of selected stocks of companies believed to have market and economic characteristics similar to its own. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of the valuation. (2) Fair value determined using an option pricing model based on the Company’s current capitalization. Expected volatility is based on a portfolio of selected stocks of companies believed to have market and economic characteristics similar to its own. The risk-free rate is based on the yield of U.S. government securities with the same term as the option as of the valuation date. Changes in Level 3 instruments for the nine months ended September 30, Balance at January 1 Net Change in fair value included in earnings Purchases / Issuance Sales / Repurchases Balance at September 30, 2018 Warrant liability, related party 492 (610 ) 500 — 382 Total $ 492 $ (610 ) $ 500 $ — $ 382 2017 Warrant liability $ 167 $ — $ — $ (167 ) $ — Total $ 167 $ — $ — $ (167 ) $ — |
Summary of Significant Inputs Utilized in the Valuation of 2017 and 2018 Agreement Warrants | Significant inputs utilized in the valuation of the Letter Agreement Warrants as of September 30, 2018 were: Expected volatility 96.05% - 98.58% Risk-free interest rate 2.98% - 3.00% |
Description of Business, Basi_2
Description of Business, Basis of Presentation and Going Concern - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Accumulated deficit | $ (188,985) | $ (279,058) |
Cash and cash equivalents | 3,766 | $ 11,758 |
Amount remaining under letter agreement | $ 5,000 | |
vTv Therapeutics LLC [Member] | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Percentage of non-voting economic interest of vTv Therapeutics Holdings LLC in vTv LLC | 59.40% | |
Percentage of non-voting economic interest of vTv Therapeutics Inc in vTv LLC | 40.60% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018USD ($)Customer | Sep. 30, 2017Customer | Sep. 30, 2018USD ($)Customer | Sep. 30, 2017Customer | Jan. 01, 2018USD ($) | Dec. 31, 2017USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Restricted cash and cash equivalents | $ 162,000 | |||||
Restricted cash and cash equivalents, long-term | $ 2,500,000 | $ 2,500,000 | 2,500,000 | |||
Accumulated Deficit [Member] | ASC Topic 606 [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Net reduction in opening accumulated deficit | $ 200,000 | |||||
JDRF [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Restricted cash and cash equivalents | $ 0 | $ 0 | $ 200,000 | |||
Revenue [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of customers | Customer | 3 | 1 | 3 | 1 | ||
Revenue [Member] | Customer [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Concentration risk percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 3,766 | $ 11,758 | ||
Restricted cash and cash equivalents | 162 | |||
Restricted cash and cash equivalents, long-term | 2,500 | 2,500 | ||
Total cash, cash equivalents and restricted cash and cash equivalents shown in the consolidated statement of cash flows | $ 6,266 | $ 14,420 | $ 20,769 | $ 51,505 |
Collaboration Agreements - Addi
Collaboration Agreements - Additional Information (Detail) - USD ($) | Dec. 21, 2017 | May 31, 2018 | Aug. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Research and development | $ 2,698,000 | $ 8,989,000 | $ 20,235,000 | $ 29,572,000 | |||
Collaborative Arrangements [Member] | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Changes in estimated transaction prices | 0 | 0 | |||||
Collaborative Arrangements [Member] | Phase 2 MRCT [Member] | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Maximum contribution amount to clinical trial | 3,000,000 | 3,000,000 | |||||
Collaborative Arrangements [Member] | Reneo [Member] | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
License fee received | $ 3,000,000 | ||||||
Unrecognized amount of transaction price allocated to performance obligation | $ 2,600,000 | $ 2,600,000 | |||||
Remainder of performance obligation expected recognition period | 8 months 15 days | 8 months 15 days | |||||
Collaboration revenue recognized | $ 900,000 | $ 2,700,000 | |||||
Collaborative Arrangements [Member] | Reneo [Member] | Maximum [Member] | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Potential development and regulatory milestone payments | 94,500,000 | ||||||
Collaborative Arrangements [Member] | Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd. [Member] | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
License fee received | 8,000,000 | ||||||
Potential regulatory milestone payments based on regulatory approval | 20,000,000 | ||||||
Potential sales-based milestones based on tiered sales of licensed products | 50,000,000 | ||||||
Collaborative Arrangements [Member] | Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd. [Member] | Phase 2 MRCT [Member] | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Maximum contribution amount to clinical trial | 3,000,000 | ||||||
Collaborative Arrangements [Member] | Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd. [Member] | Phase 2 MRCT [Member] | License and Technology Transfer Services of Chemistry and Manufacturing Know-How [Member] | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Remainder of performance obligation expected recognition period | 8 months 15 days | 8 months 15 days | |||||
Collaboration revenue recognized | $ 1,200,000 | $ 3,500,000 | |||||
Collaborative Arrangements [Member] | Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd. [Member] | Phase 2 MRCT [Member] | License and Technology Transfer Services of Chemistry and Manufacturing Know-How [Member] | Transferred over Time [Member] | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Unrecognized amount of transaction price allocated to performance obligation | 3,300,000 | 3,300,000 | |||||
Collaborative Arrangements [Member] | Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd. [Member] | Obligation to Sponsor and Conduct Portion of Phase 2 MRCT [Member] | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Collaboration revenue recognized | 0 | 0 | |||||
Collaborative Arrangements [Member] | Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd. [Member] | Maximum [Member] | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Potential development and regulatory milestone payments | $ 25,000,000 | ||||||
Collaborative Arrangements [Member] | Newsoara Biopharma Co., Ltd. [Member] | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
License fee received | $ 2,000,000 | ||||||
Potential development and regulatory milestone payments | $ 63,000,000 | ||||||
Unrecognized amount of transaction price allocated to performance obligation | $ 300,000 | $ 300,000 | |||||
Remainder of performance obligation expected recognition period | 15 days | 15 days | |||||
Collaboration revenue recognized | $ 1,300,000 | $ 1,700,000 | |||||
Collaborative Arrangements [Member] | JDRF [Member] | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Maximum research funding receivable achievement based on research and development milestones | $ 3,000,000 | ||||||
Maximum funding percentage of research and development milestones | 50.00% | ||||||
Funding received | 800,000 | ||||||
Research and development | $ 800,000 |
Collaboration Agreements - Summ
Collaboration Agreements - Summary of Contract Liabilities Related to Company's Collaboration Agreements (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Deferred Revenue Disclosure [Abstract] | |||
Deferred revenue | $ 6,747 | $ 8,757 | |
Deferred revenue - net of current portion | 595 | 4,497 | |
Total contract liabilities | 7,342 | $ 13,254 | |
Deferred revenue, Change | (2,010) | ||
Deferred revenue - net of current portion, Change | (3,902) | ||
Total contract liabilities, Change | $ (5,912) | $ (21) |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-qualified stock option awards vesting period | 3 years | |
Non-qualified stock option awards expiration term | 10 years | |
Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost related to non-vested share-based compensation arrangements of outstanding stock option awards | $ 1,600,000 | |
Weighted average period to recognize unrecognized share-based compensation cost | 1 year 6 months | |
Weighted average grant date fair value of options granted | $ 2.28 | $ 4.17 |
Aggregate intrinsic value of outstanding awards | $ 0 | |
Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average period to recognize unrecognized share-based compensation cost | 1 year 4 months 24 days | |
Unrecognized compensation cost related to non-vested share-based compensation arrangements | $ 100,000 |
Share-Based Compensation - Assu
Share-Based Compensation - Assumptions Used to Estimate Fair Value of Stock Option Awards Granted (Detail) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Schedule of Share Based Compensation Valuation Assumptions [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Schedule of Share Based Compensation Valuation Assumptions [Line Items] | ||
Expected volatility | 71.15% | 76.88% |
Expected life of option, in years | 5 years 8 months 12 days | 5 years 9 months 18 days |
Risk-free interest rate | 2.69% | 1.87% |
Maximum [Member] | ||
Schedule of Share Based Compensation Valuation Assumptions [Line Items] | ||
Expected volatility | 99.23% | 85.93% |
Expected life of option, in years | 6 years | 6 years |
Risk-free interest rate | 2.84% | 2.24% |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Award Activity for the Period (Detail) | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Share Based Arrangements To Obtain Goods And Services [Abstract] | |
Number of Shares, Awards outstanding, Beginning balance | shares | 1,960,732 |
Number of Shares, Granted | shares | 102,750 |
Number of Shares, Forfeited | shares | (280,794) |
Number of Shares, Awards outstanding, Ending balance | shares | 1,782,688 |
Number of Shares, Options exercisable | shares | 1,173,468 |
Number of Shares, Options exercisable, Weighted average remaining contractual term | 7 years 3 months 18 days |
Number of Shares, Options vested and expected to vest | shares | 1,742,506 |
Number of Shares, Options vested and expected to vest, Weighted average remaining contractual term | 7 years 8 months 12 days |
Weighted-Average Exercise Price, Awards outstanding, Beginning balance | $ / shares | $ 8.50 |
Weighted-Average Exercise Price, Granted | $ / shares | 3.25 |
Weighted-Average Exercise Price, Forfeited | $ / shares | 6.17 |
Weighted-Average Exercise Price, Awards outstanding, Ending balance | $ / shares | 8.57 |
Weighted-Average Exercise Price, Options exercisable | $ / shares | 10.20 |
Weighted-Average Exercise Price, Options vested and expected to vest | $ / shares | $ 8.64 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Activity Related to RSU Awards (Detail) - Restricted Stock Units [Member] | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Awards outstanding, Beginning balance | shares | 35,000 |
Number of Shares, Vested | shares | (11,667) |
Number of Shares, Awards outstanding, Ending balance | shares | 23,333 |
Number of Shares, RSUs expected to vest | shares | 22,896 |
Weighted-Average Grant Date Fair Value, Awards outstanding, Beginning balance | $ / shares | $ 5.81 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 5.81 |
Weighted-Average Grant Date Fair Value, Awards outstanding, Ending balance | $ / shares | 5.81 |
Weighted-Average Grant Date Fair Value, RSUs expected to vest | $ / shares | $ 5.81 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Compensation Expense Related to Grants of Stock Options and RSUs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based compensation expense | $ 579 | $ 959 | $ 2,345 | $ 2,657 |
Research and Development [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based compensation expense | 247 | 405 | 871 | 1,077 |
General and Administrative [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based compensation expense | $ 332 | $ 554 | $ 1,474 | $ 1,580 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Notes payable under the Loan Agreement | $ 17,396 | $ 20,000 |
Short-term financing | 431 | |
Accreted final payment (unamortized debt discount) | 381 | (413) |
Total notes payable | 18,208 | 19,587 |
Less: Current portion | (9,597) | (4,271) |
Total notes payable, net of current portion | $ 8,611 | $ 15,316 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - USD ($) | Mar. 24, 2017 | Oct. 28, 2016 | Mar. 31, 2017 | Oct. 31, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||||||
Loan borrowed amount | $ 500,000 | $ 7,500,000 | |||||
Loan and Security Agreement [Member] | LIBOR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate floor | 0.50% | ||||||
Loan and Security Agreement [Member] | Horizon Technology Finance Corporation and Silicon Valley Bank [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan borrowed amount | $ 20,000,000 | ||||||
Debt instrument, interest rate floor | 10.50% | ||||||
Variable rate basis | one-month LIBOR | ||||||
Interest rate description | Each loan tranche bears interest at a floating rate equal to 10.5% plus the amount by which the one-month London Interbank Offer Rate (“LIBOR”) exceeds 0.5%. | ||||||
Minimum cash balance required in deposit account | $ 2,500,000 | ||||||
Additional default interest rate | 5.00% | ||||||
Warrant exercise price condition | Exercise price equal to the lower of (a) the volume weighted average price per share of the Company?s Class A Common Stock, as reported on the principal stock exchange on which the Company?s Class A Common Stock is listed, for 10 trading days prior to the issuance of the applicable Warrants or (b) the closing price of a share of the Company?s Class A Common Stock on the trading day prior to the issuance of the applicable Warrants. | ||||||
Warrants expiration period | 7 years | ||||||
Allocated fair value of warrants issued | $ 900,000 | $ 900,000 | |||||
Loan and Security Agreement [Member] | Horizon Technology Finance Corporation and Silicon Valley Bank [Member] | Prepayments for First 18 Months [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Prepayment penalty fee | 4.00% | ||||||
Loan and Security Agreement [Member] | Horizon Technology Finance Corporation and Silicon Valley Bank [Member] | Prepayments Thereafter [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Prepayment penalty fee | 2.00% | ||||||
Loan and Security Agreement [Member] | Horizon Technology Finance Corporation and Silicon Valley Bank [Member] | Tranche One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan borrowed amount | $ 12,500,000 | ||||||
Debt instrument, payment terms | The Company borrowed the first tranche of $12.5 million upon close of the Loan Agreement in October 2016. The first tranche requires only monthly interest payments until May 1, 2018 followed by equal monthly payments of principal plus accrued interest through the scheduled maturity date on May 1, 2020. | ||||||
Debt instrument, final payment | $ 800,000 | ||||||
Debt instrument, maturity date | May 1, 2020 | ||||||
Debt instrument, frequency of periodic Payment | monthly | ||||||
Warrants to purchase shares of common stock | 152,580 | ||||||
Exercise price of warrants | $ 6.39 | ||||||
Warrant shares percentage issued of loan amount | 6.00% | ||||||
Final payments, accrued additional interest expense | $ 800,000 | ||||||
Loan and Security Agreement [Member] | Horizon Technology Finance Corporation and Silicon Valley Bank [Member] | Tranche Two [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan borrowed amount | $ 7,500,000 | ||||||
Debt instrument, payment terms | The Company borrowed the second tranche of $7.5 million in March 2017. The second tranche requires only monthly interest payments until October 1, 2018 followed by equal monthly payments of principal plus accrued interest through the scheduled maturity date on October 1, 2020. | ||||||
Debt instrument, final payment | $ 500,000 | ||||||
Debt instrument, maturity date | Oct. 1, 2020 | ||||||
Debt instrument, frequency of periodic Payment | monthly | ||||||
Warrants to purchase shares of common stock | 38,006 | ||||||
Exercise price of warrants | $ 5.92 | ||||||
Warrant shares percentage issued of loan amount | 3.00% | 3.00% | |||||
Final payments, accrued additional interest expense | $ 500,000 | ||||||
Loan and Security Agreement [Member] | Horizon Technology Finance Corporation and Silicon Valley Bank [Member] | Tranche Three [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan amount available for borrowing | $ 5,000,000 | ||||||
Tranches expiration date | Jun. 30, 2017 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | |
May 31, 2015 | Sep. 30, 2018 | Feb. 28, 2007 | |
Developmental and Regulatory Milestone Payment [Member] | Novo License Agreement [Member] | Maximum [Member] | |||
Commitments And Contingencies [Line Items] | |||
Potential milestone payment | $ 115,000,000 | ||
Sales-based Milestones Payment [Member] | Novo License Agreement [Member] | |||
Commitments And Contingencies [Line Items] | |||
Potential milestone payment | $ 75,000,000 | ||
Phase 2 MRCT [Member] | Collaborative Arrangements [Member] | |||
Commitments And Contingencies [Line Items] | |||
Maximum contribution amount to clinical trial | $ 3,000,000 | ||
Columbia University [Member] | |||
Commitments And Contingencies [Line Items] | |||
Annual fee obligated to pay under the agreement | $ 100,000 | ||
Annual fee payment obligation period | 2015 through 2021 | ||
Columbia University [Member] | Regulatory Milestone Payment [Member] | |||
Commitments And Contingencies [Line Items] | |||
Potential milestone payment | $ 800,000 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Noncontrolling Interest [Line Items] | ||
Redemption amount of noncontrolling interest | $ 19.9 | $ 131.4 |
Class A Common Stock [Member] | ||
Noncontrolling Interest [Line Items] | ||
Number of days used to determine exchange value based on weighted average price of Class A common stock | 20 days | |
Class A Common Stock [Member] | Exchange of Redeemable Non controlling Interest To Class A Common Stock [Member] | ||
Noncontrolling Interest [Line Items] | ||
Stock conversion ratio | 1 | |
vTv Therapeutics LLC [Member] | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling interest ownership percentage | 59.40% |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2018USD ($)shares | |
Related Party Transaction [Line Items] | |
Aggregate amount of common stock may be sold | $ | $ 5,000,000 |
Class A Common Stock [Member] | Exchange of Redeemable Non controlling Interest To Class A Common Stock [Member] | |
Related Party Transaction [Line Items] | |
Stock conversion ratio | 1 |
MacAndrews & Forbes Incorporated [Member] | |
Related Party Transaction [Line Items] | |
Ownership percentage of majority owner | 81.70% |
Amount of cash savings percentage | 85.00% |
Description of tax receivable agreement | The Company and MacAndrews are party to a tax receivable agreement (the “Tax Receivable Agreement”), which provides for the payment by the Company to M&F TTP Holdings Two LLC (“M&F”), as successor in interest to vTv Therapeutics Holdings, LLC (“vTv Therapeutics Holdings”), and M&F TTP Holdings LLC (or certain of its transferees or other assignees) of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the Company actually realizes (or, in some circumstances, the Company is deemed to realize) as a result of (a) the exchange of Class B Common Stock, together with the corresponding number of vTv Units, for shares of the Company’s Class A Common Stock (or for cash), (b) tax benefits related to imputed interest deemed to be paid by the Company as a result of the Tax Receivable Agreement and (c) certain tax benefits attributable to payments under the Tax Receivable Agreement. |
MacAndrews & Forbes Incorporated [Member] | Class B Common Stock [Member] | |
Related Party Transaction [Line Items] | |
Shares held by related party | shares | 23,084,267 |
MacAndrews & Forbes Incorporated [Member] | Class A Common Stock [Member] | |
Related Party Transaction [Line Items] | |
Shares held by related party | shares | 8,658,169 |
Aggregate amount of common stock may be sold | $ | $ 10,000,000 |
MacAndrews & Forbes Incorporated [Member] | Class A Common Stock [Member] | Exchange of Redeemable Non controlling Interest To Class A Common Stock [Member] | |
Related Party Transaction [Line Items] | |
Stock conversion ratio | 1 |
Related-Party Transactions - Su
Related-Party Transactions - Summary of Terms of Letter Agreements (Detail) - MacAndrews & Forbes Incorporated [Member] - Class A Common Stock [Member] - $ / shares | Jul. 30, 2018 | Dec. 05, 2017 |
2017 Letter Agreement [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Specified purchase price per share | $ 4.38 | |
Expiration date of letter agreement | Dec. 5, 2018 | |
Shares available to be issued under related warrants | 198,267 | |
Exercise price of related warrants | $ 5.04 | |
Expiration date of related warrants | Dec. 5, 2024 | |
Total shares issued as of September 30, 2018 | 2,283,105 | |
2018 Letter Agreement [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Specified purchase price per share | $ 1.33 | |
Expiration date of letter agreement | Jul. 30, 2019 | |
Shares available to be issued under related warrants | 518,654 | |
Exercise price of related warrants | $ 1.53 | |
Expiration date of related warrants | Jul. 30, 2025 | |
Total shares issued as of September 30, 2018 | 3,759,398 | |
Remaining shares to be issued as of September 30, 2018 | 3,759,399 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Income Taxes [Line Items] | ||||
Income tax provision | $ 0 | $ 200,000 | $ 0 | |
US statutory corporate income tax rate | 21.00% | 35.00% | ||
M&F TTP Holdings LLC [Member] | ||||
Income Taxes [Line Items] | ||||
Amount of cash savings percentage | 85.00% |
Net Loss per Share - Reconcilia
Net Loss per Share - Reconciliation of the Numerator and Denominator Used in the Calculation of Basic and Diluted Net Loss per Share of Class A Common Stock (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Numerator: | ||||
Net loss | $ (1,961) | $ (12,355) | $ (21,517) | $ (40,055) |
Less: Net loss attributable to noncontrolling interests | (1,165) | (8,705) | (14,697) | (28,222) |
Net loss attributable to vTv Therapeutics Inc. | $ (796) | $ (3,650) | $ (6,820) | $ (11,833) |
Class A Common Stock [Member] | ||||
Denominator: | ||||
Weighted-average vTv Therapeutics Inc. Class A Common Stock, basic and diluted | 12,305,949 | 9,693,254 | 10,701,599 | 9,693,254 |
Net loss per share of vTv Therapeutics Inc. Class A Common Stock, basic and diluted | $ (0.06) | $ (0.38) | $ (0.64) | $ (1.22) |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Potentially Dilutive Securities Not Included in Calculation of Diluted Net Loss per Share (Detail) - shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in calculation of dilutive net loss per share | 29,567,148 | 25,297,231 |
Class B Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in calculation of dilutive net loss per share | 23,094,221 | 23,119,246 |
Common Stock Options Granted Under the Plan [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in calculation of dilutive net loss per share | 1,782,688 | 1,952,399 |
Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in calculation of dilutive net loss per share | 23,333 | 35,000 |
Common Stock Options Granted Under 2018 Letter Agreement [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in calculation of dilutive net loss per share | 3,759,399 | |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in calculation of dilutive net loss per share | 907,507 | 190,586 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Conclusions Reached Regarding Fair Value Measurements (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Significant Unobservable Inputs (Level 3) [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Balance at January 1 | $ 492 | $ 167 | |
Net Change in fair value included in earnings | (610) | ||
Purchases / Issuance | 500 | ||
Sales / Repurchases | (167) | ||
Balance at September 30, | 382 | ||
Significant Unobservable Inputs (Level 3) [Member] | Warrant Liability, Related Party [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Balance at January 1 | 492 | ||
Net Change in fair value included in earnings | (610) | ||
Purchases / Issuance | 500 | ||
Balance at September 30, | 382 | ||
Significant Unobservable Inputs (Level 3) [Member] | Warrant Liability [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Balance at January 1 | 167 | ||
Sales / Repurchases | $ (167) | ||
Fair Value, Measurements, Recurring [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Total | 382 | $ 492 | |
Fair Value, Measurements, Recurring [Member] | Warrant Liability, Related Party [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Total | 382 | 492 | |
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Total | 382 | 492 | |
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Warrant Liability, Related Party [Member] | |||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | |||
Total | $ 382 | $ 492 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
2017 and 2018 Agreement Warrants [Member] | ||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Change in fair value of agreement warrants loss (gain) | $ (0.3) | $ (0.6) |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Summary of Significant Inputs Utilized in the Valuation of 2017 and 2018 Agreement Warrants (Detail) - 2017 and 2018 Agreement Warrants [Member] | Sep. 30, 2018 |
Minimum [Member] | Expected Volatility [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Inputs utilized in the valuation of warrants | 96.05 |
Minimum [Member] | Risk-Free Interest Rate [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Inputs utilized in the valuation of warrants | 2.98 |
Maximum [Member] | Expected Volatility [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Inputs utilized in the valuation of warrants | 98.58 |
Maximum [Member] | Risk-Free Interest Rate [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Inputs utilized in the valuation of warrants | 3 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Class A Common Stock [Member] - MacAndrews & Forbes Incorporated [Member] - 2018 Letter Agreement [Member] - USD ($) $ in Millions | Nov. 06, 2018 | Jul. 30, 2018 |
Subsequent Event [Line Items] | ||
Warrants to purchase shares of common stock | 518,654 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Warrants to purchase shares of common stock | 1,879,699 | |
Funding received | $ 2.5 |