SCHEDULE: Samsara Funds Boost VTV Therapeutics Stake to 9.9%

Samsara BioCapital and Samsara Opportunity Fund increased their beneficial ownership in VTV Therapeutics Inc. Class A Common Stock to 9.9% following a $15.0 million private placement.

Summary

• This is Amendment No. 2 to a Schedule 13D filing by Samsara BioCapital, L.P., Samsara BioCapital GP, LLC, Samsara Opportunity Fund, L.P., Samsara Opportunity Fund GP, LLC, and Dr. Srinivas Akkaraju (collectively, "Reporting Persons") regarding their beneficial ownership in VTV THERAPEUTICS INC.
• The final closing of the August 2025 Private Placement occurred on September 22, 2025.
• Samsara Opportunity Fund purchased 106,000 shares of Class A common stock and Pre-Funded Warrants to purchase up to 877,214 shares, along with Common Warrants to purchase up to 983,214 shares, for a total of $15.0 million.
• The funds used by Samsara Opportunity Fund for this acquisition were from capital contributions made by its general and limited partners.
• As of September 22, 2025, the Reporting Persons collectively beneficially own 343,223 shares of Class A common stock, representing 9.9% of the class.
• This ownership includes 206,784 shares directly held by Samsara LP, Pre-Funded Warrants for 1,548,101 shares and Common Warrants for 655,523 shares held by Samsara LP.
• It also includes 106,000 shares directly held by Samsara Opportunity Fund, Pre-Funded Warrants for 877,214 shares and Common Warrants for 983,214 shares held by Samsara Opportunity Fund, and 4,066 stock options held by Dr. Akkaraju.
• The 9.9% ownership percentage is calculated based on 2,617,215 shares outstanding as of August 12, 2025, plus 788,018 shares issued in the private placement, plus 26,373 shares issuable upon other warrant exercises, and 4,066 shares from Dr. Akkaraju's options.

Sentiment

Score: 7

Explanation: The filing indicates continued investor confidence through a significant capital injection from a specialized biotech fund. While it's an ownership disclosure, the additional investment is a positive signal for the company's funding and prospects. The beneficial ownership blockers are a minor limitation but standard for maintaining regulatory thresholds.

Positives

• Samsara Opportunity Fund invested an additional $15.0 million in VTV Therapeutics, indicating continued investor confidence.
• The private placement provides capital to VTV Therapeutics, supporting its operations and strategic initiatives.

Negatives

• The warrants contain "Beneficial Ownership Blockers" which preclude exercise to the extent that, following exercise, the Reporting Persons would own more than 9.99% of the Class A common stock outstanding, limiting immediate upside from full warrant exercise.

Risks

• The "Beneficial Ownership Blockers" in the Pre-Funded and Common Warrants prevent Samsara LP and Samsara Opportunity Fund from exercising warrants if it would result in the Reporting Persons' beneficial ownership exceeding 9.99% of Class A common stock outstanding. This limits their ability to increase their stake beyond the current threshold of 343,223 shares.

Future Outlook

The filing does not contain specific forward-looking statements or guidance from VTV Therapeutics Inc. beyond the details of the private placement and beneficial ownership.

Industry Context

This filing reflects a significant investment by a venture capital firm specializing in biotechnology, Samsara BioCapital, into VTV Therapeutics, a company likely operating in the pharmaceutical or biotechnology sector. Such investments are common in the life sciences industry, where capital-intensive research and development often necessitate private placements to fund operations and clinical trials. The continued investment by Samsara suggests a belief in VTV Therapeutics' long-term potential, aligning with broader trends of venture capital support for innovative biotech firms.

Comparison to Industry Standards

• NA

Stakeholder Impact

• Shareholders: The private placement provides capital to the company, potentially reducing the need for immediate dilutive public offerings. The increased stake by Samsara BioCapital could be seen as a vote of confidence.
• Company (VTV Therapeutics): Receives $15.0 million in funding from the private placement, supporting its operations and strategic initiatives.

Next Steps

• The filing does not explicitly mention future actions or milestones for VTV Therapeutics Inc. or the Reporting Persons, beyond the completion of the private placement.

Key Dates

Recommendation

The filing indicates a significant private placement and increased beneficial ownership by a key investor, which is generally a positive signal for the company's financial stability and future prospects. However, as a Schedule 13D/A, it primarily reports ownership changes rather than operational performance or strategic shifts that would warrant a 'buy' or 'sell' recommendation. The investment provides capital, but without further operational details or a clear valuation, a 'hold' recommendation is prudent, acknowledging the positive capital infusion while awaiting more comprehensive financial or clinical updates.

Keywords

VTV Therapeutics, Samsara BioCapital, Samsara Opportunity Fund, Schedule 13D/A, Beneficial Ownership, Private Placement, Class A Common Stock, Warrants, Biotechnology, Pharmaceuticals, Investment