What changed in this filing

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Item 1. Financial Statements

2025-11-10 compared with 2025-08-11 · 90 added, 71 removed, 332 unchanged (33% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

September 30,

Current assets:

18 unchanged sentences

Common stock $ 0.0001 par value, 200,000,000 shares authorized;

37,490,439 and 33,706,765 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

40,852,312 and 33,706,765 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive loss

Accumulated other comprehensive income (loss)

Total stockholders’ equity

6 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Operating expenses:

4 unchanged sentences

Interest and investment income

Unrealized gain (loss) on marketable securities

Total other comprehensive gain (loss)

Unrealized gain on marketable securities

Total other comprehensive gain

Total comprehensive loss

8 unchanged sentences

convertible preferred stock

Other Comprehensive

Comprehensive

Balance January 1, 2025

7 unchanged sentences

Stock-based compensation expense

Unrealized gain on marketable securities

Unrealized loss on marketable securities

Balance, June 30, 2025

Issuance of common stock, net of issuance costs of $ 5,825

Exercise of stock options

Stock-based compensation expense

Unrealized gain on marketable securities

Balance, September 30, 2025

The accompanying notes are an integral part of the unaudited interim financial statements.

16 unchanged sentences

Balance, June 30, 2024

Exercise of stock options

Stock-based compensation expense

Balance, September 30, 2024

The accompanying notes are an integral part of the unaudited interim financial statements.

2 unchanged sentences

(in thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

10 unchanged sentences

Maturity of short-term and long-term investments

Net cash provided by investing activities

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from issuance of common stock in an initial public offering and ATM facility, net of issuance costs

Proceeds from issuance of common stock, net of issuance costs

Proceeds from the exercise of stock options

1 unchanged sentence

Net cash provided by financing activities

Net (decrease) increase in cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of the year

7 unchanged sentences

In June 2021, the Company entered into a license agreement with Shanghai Allist Pharmaceuticals Co.

(“Allist”) which granted the Company an exclusive license under certain intellectual property owned or controlled by Allist to develop, manufacture and commercialize any product containing firmonertinib or any of its derivatives as an active ingredient, for all uses, in all countries and territories other than greater China, which includes mainland China, Hong Kong, Macau and Taiwan (See Note 9).

The Company’s lead development candidate, firmonertinib, is a third-generation tyrosine kinase inhibitor currently being evaluated in multiple clinical trials across a range of epidermal growth factor receptor mutations in non-small cell lung cancer, many for which there are limited treatment options.

5 unchanged sentences

Development Stage Risks and Liquidity

The Company has incurred losses since inception and has an accumulated deficit of $ 334.1 million as of June 30, 2025.

The Company has incurred losses since inception and has an accumulated deficit of $ 369.1 million as of September 30, 2025.

The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales from its product candidates currently in development.

3 unchanged sentences

The Company could also be required to seek funds through arrangements with collaborative partners or otherwise at an earlier stage than otherwise would be desirable and it may be required to relinquish rights to some of its technologies or product candidates or otherwise agree to terms unfavorable to it, any of which may have a material adverse effect on the Company's business, operating results and prospects.

The Company believes that the aggregate balance of cash and cash equivalents and marketable securities of $ 254.5 million as of June 30, 2025, along with $81.1 million of proceeds, net of underwriting discounts and commissions, from the July 2025 public offering of common stock, are sufficient to sustain planned operations through at least twelve months from the issuance date of these financial statements.

The Company believes that the aggregate balance of cash and cash equivalents and marketable securities of $ 305.4 million as of September 30, 2025 are sufficient to sustain planned operations through at least twelve months from the issuance date of these financial statements.

The Company is subject to those risks associated with any specialty biotechnology company that has substantial expenditures for research and development.

11 unchanged sentences

Any references in these notes to applicable guidance are meant to refer to GAAP as found in Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”).

In the opinion of the Company, the accompanying unaudited condensed financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of June 30, 2025, and its results of operations for the three and six months ended June 30, 2025 and 2024, and cash flows for the six months ended June 30, 2025 and 2024.

In the opinion of the Company, the accompanying unaudited condensed financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2025, and its results of operations for the three and nine months ended September 30, 2025 and 2024, and cash flows for the nine months ended September 30, 2025 and 2024.

The condensed balance sheet at December 31, 2024, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements.

19 unchanged sentences

Basic net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during each period.

Pre-funded warrants were included in the denominator as the exercise price is negligible and these warrants are fully vested and exercisable.

Diluted net loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock and stock options, which would result in the issuance of incremental shares of common stock.

4 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Weighted-average shares of common stock outstanding, basic and diluted

1 unchanged sentence

Stock options outstanding have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive.

Stock options outstanding at June 30, 2025 and 2024 were 4,325,617 and 2,669,121 , respectively.

Stock options outstanding at September 30, 2025 and 2024 were 4,376,335 and 2,527,417 , respectively.

Accounting Pronouncements Not Yet Adopted

12 unchanged sentences

Reverse Stock Split

On January 23, 2024, the Company filed an amendment to its Articles of Incorporation and effected a 15.21 -for-1 reverse stock split of its issued and outstanding shares of common stock.

On January 23, 2024, the Company filed an amendment to its Certificate of Incorporation and effected a 15.21 -for-1 reverse stock split of its issued and outstanding shares of common stock.

All common stock share and per-share amounts presented in the financial statements and related notes have been retroactively adjusted to reflect the reverse stock split.

13 unchanged sentences

The following table presents information about the Company’s financial assets measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values (in thousands):

June 30, 2025

September 30, 2025

Amortized Cost

13 unchanged sentences

Total assets measured at fair value

Cash balances were $ 5.0 million at June 30, 2025 and December 31, 2024, respectively.

Cash balances were $ 5.0 million at September 30, 2025 and December 31, 2024, respectively.

Money market funds are highly liquid investments.

6 unchanged sentences

The inputs into these models may include benchmark yields, reported trades, broker-dealer quotes, issuer spreads and other relevant data.

As of June 30, 2025, $ 131.0 million of our fixed income securities have maturity dates within the next twelve months, and $ 18.8 million have maturities within the next 12 to 24 months.

As of September 30, 2025, $ 274.6 million of our fixed income securities have maturity dates within the next twelve months, and $ 5.1 million have maturities within the next 12 to 24 months.

All securities are considered available for sale.

3 unchanged sentences

Prepaid expenses and other current assets consisted of the following (in thousands):

September 30,

Research and development

3 unchanged sentences

Accrued expenses consisted of the following (in thousands):

September 30,

Research and development

2 unchanged sentences

Other accrued expenses

(7) Commitments and Contingencies

The Company entered into various license and collaboration agreements under which it is obligated to make contingent payments as described in Note 9, License and Collaboration Agreements.

Stock-based Compensation

2 unchanged sentences

In January 2024, the Company adopted the 2024 Employee, Director and Consultant Equity Incentive Plan (the “2024 Plan”) that authorized the Company to grant up to 3,900,000 shares of common stock plus any remaining ungranted or forfeited shares from the 2021 Plan.

As of June 30, 2025, there were 3,542,962 shares available to be granted.

As of September 30, 2025, there were 3,469,404 shares available to be granted under the 2024 Plan.

The Company’s stock options vest based on the terms in the awards agreements and generally vest over four years .

1 unchanged sentence

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Research and development

7 unchanged sentences

Forfeited/Expired

Outstanding as of June 30, 2025

Exercisable as of June 30, 2025

Vested and expected to vest at June 30, 2025

The weighted-average grant-date fair value of options granted in the first six months of 2025 and 2024 were $ 21.31 and $ 7.49 per share, respectively.

Outstanding as of September 30, 2025

Exercisable as of September 30, 2025

Vested and expected to vest at September 30, 2025

The weighted-average grant-date fair value of options granted in the first nine months of 2025 and 2024 were $ 20.98 and $ 8.53 per share, respectively.

The fair value was estimated using the Black-Scholes option-pricing model based on the following assumptions:

Six Months Ended

Nine Months Ended

September 30,

Risk-free interest rate

11 unchanged sentences

(a) Subsequent to the Company’s initial public offering on January 24, 2024, the fair value of common stock is based on the closing market price of common stock at the date of grant.

Unrecognized compensation cost for awards not vested as of June 30, 2025 was $ 44.1 million and will be expensed over a weighted-average period of 2.93 years.

License and Collaboration Agreements

Unrecognized compensation cost for awards not vested as of September 30, 2025 was $ 41.7 million and will be expensed over a weighted-average period of 2.80 years.

Commitments, Contingencies, and Collaborations

The Company entered into various license and collaboration agreements under which it is obligated to make contingent payments as described below.

In June 2021, the Company entered into a Global Technology Transfer and License Agreement with Allist (“Allist Agreement”).

2 unchanged sentences

The upfront payment and the fair value of the common stock issued was recorded to research and development expense in 2021.

Upon the achievement of certain clinical, regulatory and commercial milestones using the licensed technology, the Company is obligated to make future milestone payments to Allist of up to $ 105.0 million in clinical and regulatory milestones and up to $ 655.0 million in commercial milestones.

Furthermore, royalties, ranging from high single digit to low mid-teen percentages will be payable to Allist on net sales of licensed products in licensed territories.

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

regulatory milestones and up to $ 655.0 million in commercial milestones.

Furthermore, royalties, ranging from high single digit to low mid-teen percentages will be payable to Allist on net sales of licensed products in licensed territories.

In connection with the Allist Agreement, in December 2021, the parties also entered into a Joint Clinical Collaboration Agreement (“Clinical Collaboration”) to define the framework under which the parties will cooperate and share costs related to global clinical studies to be conducted jointly by the Company and Allist.

During the six months ended June 30, 2025 and 2024, the Company incurred $ 0.6 million and $ 0.3 million, respectively, in cost reimbursements to Allist under the Clinical Collaboration which have been recorded as research and development expense.

During the three months ended June 30, 2025 and 2024, the Company incurred $ 0.1 million and $ 0.1 million, respectively, in cost reimbursements to Allist under the Clinical Collaboration which have been recorded as research and development expense.

The Company also received cost reimbursements from Allist of $ 0.6 and $ 0.4 million for the six months ended June 30, 2025 and 2024, which have been recorded as a reduction of research and development expenses.

During the year ended December 31, 2024, no additional milestones were met or achieved or were probable of achievement.

During the nine months ended September 30, 2025 and 2024, the Company incurred $ 0.1 million and $ 0.5 million, respectively, in cost reimbursements to Allist under the Clinical Collaboration which have been recorded as research and development expense.

During the three months ended September 30, 2024, the Company incurred $ 0.3 million in cost reimbursements to Allist under the Clinical Collaboration which have been recorded as research and development expense.

No such payments were made during the three months ended September 30, 2025.

The Company also received cost reimbursements from Allist of $ 0.8 and $ 0.4 million for the three months ended September 30, 2025 and 2024, respectively, which have been recorded as a reduction of research and development expenses.

For the nine months ended September 30, 2025 and 2024, the Company received cost reimbursements from Allist of $ 1.4 and $ 0.8 million, respectively.

Through September 30, 2025, no additional milestones were met or achieved or were probable of achievement.

In June 2024, the Company entered into a collaboration agreement with Jiangsu Alphamab Biopharmaceuticals Co., Ltd.

1 unchanged sentence

Under the Alphamab Agreement, both companies seek to leverage Alphamab’s proprietary linker-payload platform and glycan-conjugation technology to identify novel ADCs for oncology indications.

The Alphamab Agreement gives the Company exclusive rights to develop and commercialize ADCs globally, except greater China, which includes mainland China, Hong Kong, Macau and Taiwan where Alphamab retains the right to develop and commercialize the ADCs.

The Alphamab Agreement gives the Company exclusive rights to develop and commercialize ADCs globally, except Greater China, where Alphamab retains the right to develop and commercialize the ADCs.

The terms of the Alphamab Agreement include combined upfront and potential milestone payments to Alphamab of up to $ 201.5 million based on the achievement of certain regulatory and development milestones, and up to $ 414.0 million based on the achievement of certain commercial milestones.

1 unchanged sentence

The upfront payment was recorded to research and development expense during the three-month period ended June 30, 2024.

During the three and six months ended June 30, 2025, the Company paid $ 0.1 million in cost reimbursements to Alphamab under the Alphamab Agreement which have been recorded as research and development expense.

Also during the six months ended June 30, 2025, the Company paid $ 1.2 million upon the approval of a target pair selection, which was likewise included in research and development expense.

During the nine months ended September 30, 2025, the Company paid $ 0.1 million in cost reimbursements to Alphamab under the Alphamab Agreement which have been recorded as research and development expense.

Also during the nine months ended September 30, 2025, the Company paid $ 1.2 million upon the approval of a target pair selection, which was likewise included in research and development expense.

No milestones have been met or achieved, or are probable of achievement, since the inception of the agreement.

1 unchanged sentence

(“Aarvik”), under which the Company is required to pay Aarvik up to $ 3.1 million on statements of work (“SOWs”) and an initiation fee of $ 0.3 million.

After the completion of the SOWs, the Company has an exclusive option to license the Aarvik intellectual property, and the option to acquire certain of Aarvik’s intellectual property, after which it is the Company’s sole responsibility to research, develop, manufacture and commercialize any applicable compound and product in the field and territory.

In August 2024, the Company paid $ 1.0 million to exercise that option, and as a result is now obligated to pay up to $ 18.0 million per product upon the achievement of certain clinical and regulatory milestone events and up

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

to $ 80.0 million per product in commercial milestones.

responsibility to research, develop, manufacture and commercialize any applicable compound and product in the field and territory.

Additionally, the Company is obligated to pay Aarvik royalties in the mid-single digits based on net sales of licensed products.

On August 9, 2024, the Company entered into an amendment and restatement of the Aarvik Collaboration Agreement (the “Amended and Restated Aarvik Collaboration Agreement”).

On August 9, 2024, the Company entered into an amendment and restatement of the Aarvik Collaboration Agreement, as amended on July 2, 2025 (the “Amended and Restated Aarvik Collaboration Agreement”).

Under the Amended and Restated Aarvik Collaboration Agreement, Aarvik granted the Company an exclusive option to obtain exclusive rights to certain of Aarvik’s intellectual property for the research, development, manufacture, use, commercialization, or other exploitation of the ADCs related to (i) the two agreed targets to which the compounds being developed under the collaboration bind, and (ii) the acquisition of exclusive rights to certain intellectual property generated during the collaboration.

From inception to date, under the Amended and Restated Aarvik Collaboration Agreement, the Company has paid Aarvik a collaboration initiation fee and research fees as provided in the SOWs in an aggregate amount of $ 5.2 million.

The Company incurred $ 0.3 million and $ 1.0 million in research and development expenses related to the Aarvik SOWs during the six months ended June 30, 2025 and 2024, respectively.

The Company incurred $ 0.2 million and $ 0.8 million in research and development expenses related to the Aarvik SOWs during the three months ended June 30, 2025 and 2024, respectively.

The Company incurred $ 0.5 million and $ 3.1 million in research and development expenses related to the Aarvik SOWs during the nine months ended September 30, 2025 and 2024, respectively.

The Company incurred $ 0.2 million and $ 1.9 million in research and development expenses related to the Aarvik SOWs during the three months ended September 30, 2025 and 2024, respectively.

With the exception of the option described above, no milestones have been met or achieved, or are probable of achievement, since the inception of the Aarvik Collaboration Agreement.

On January 21, 2025, the Company entered into an Exclusive License Agreement (the “Lepu Biopharma Agreement”) with Lepu Biopharma Co., Ltd.

(“Lepu”), pursuant to which Lepu granted the Company a right to develop and commercialize ARR-217, an antibody drug conjugate for gastrointestinal cancers outside greater China, which is mainland China, Hong Kong, Macau and Taiwan (“Greater China”).

(“Lepu”), pursuant to which Lepu granted the Company a right to develop and commercialize ARR-217, an antibody drug conjugate for gastrointestinal cancers outside Greater China.

Under the Lepu Biopharma Agreement, Lepu granted to the Company:

6 unchanged sentences

Other than the milestone payment of $ 1.0 million recorded in the second quarter, and the one-time payment noted above, no milestones have been met or achieved, or are probable of achievement, since the inception of the Lepu Biopharma Agreement.

During the six months ended June 30, 2025, the Company paid $ 0.2 million in research and development expenses related to the Lepu Biopharma Agreement.

During three and nine months ended September 30, 2025, the Company paid $ 0.5 million and $ 0.7 million, respectively, in research and development expenses related to the Lepu Biopharma Agreement.

ARRIVENT BIOPHARMA, INC.

16 unchanged sentences

Monitoring budgeted versus actual results is used in assessing performance of the segment, establishing cash forecast models and to optimize the distribution of resources across functions, therapeutic areas and research and development programs.

The table below summarizes the significant expense categories regularly provided to the CODM for the six months ended June 30, 2025 and 2024:

Six Months Ended June 30,

The table below summarizes the significant expense categories regularly provided to the CODM for the nine months ended September 30, 2025 and 2024:

Nine Months Ended September 30,

(in thousands)

5 unchanged sentences

Research and development:

Discovery-stage programs

Early-stage programs

Research and development:

11 unchanged sentences

Under the Sales Agreement, Jefferies may sell shares of the Company’s common stock by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 of the Securities Act of 1933, as amended, subject to the terms of the Sales Agreement.

During the six months ended June 30, 2025, the Company sold 3,693,224 shares of common stock pursuant to the Sales Agreement for total proceeds of $ 81.9 million, net of commissions.

As of June 30, 2025, the Company has approximately $ 164.9 million remaining for future issuances of common stock pursuant to the Sales Agreement.

During the nine months ended September 30, 2025, the Company sold 3,973,190 shares of common stock pursuant to the Sales Agreement for total proceeds of $ 87.3 million, net of commissions and other expenses.

As of September 30, 2025, the Company has approximately $ 159.2 million remaining for future issuances of common stock pursuant to the Sales Agreement.

July Public Offering

On July 3, 2025, the Company closed an underwritten public offering in which the Company issued and sold an aggregate of 3,059,615 shares of its common stock, including the exercise in full of the underwriters’ option to purchase 576,923 additional shares of common stock, at a public offering price of $ 19.50 per share, and, in lieu of shares of common stock to certain investors, pre-funded warrants to purchase up to 1,363,469 shares of common stock at a public offering price of $ 19.4999 per pre-funded warrant, which represents the per share public offering price for the shares less the $ 0.0001 per share exercise price for each pre-funded warrant.

The pre-funded warrants were recorded as a component of shareholders’ equity within additional paid-in-capital and have no expiration date.

As of September 30, 2025, none of the pre-funded warrants have been exercised.

The proceeds to the Company, net of underwriting discounts, commissions, and other expenses were $ 80.6 million.

The pre-funded warrants are exercisable at any time after their original issuance.

A holder of pre-funded warrants may not exercise the pre-funded warrant if the holder, together with its affiliates, would beneficially own more than 4.99 %, or, at the election of such holder upon issuance, 9.99 %, of the number of shares of common stock outstanding or more than 4.99 %, or, at the election of such holder upon issuance, 9.99 %, of the combined voting power of the Company’s securities outstanding immediately after giving effect to such exercise.

A holder of pre-funded warrants may increase or decrease this percentage to any other percentage not exceeding 19.99 %, in the case of an increase, upon 61 days ’ prior notice to the Company.

As of September 30, 2025, there have been no exercises of pre-funded warrants since their issuance.

On May 8, 2025, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) between the Company, as borrower (the “Borrower”) and Silicon Valley Bank, a Division of First-Citizens Bank & Trust Company (the “Bank”), pursuant to which, the Bank agreed to extend up to $ 75.0 million to the Company (the “Term Loan”), consisting of:

(i) a first tranche commitment of $ 35.0 million to be drawn at the Company’s option, subject to the satisfaction of certain conditions, (ii) a second tranche commitment of up to $ 15.0 million to be drawn at the Company’s option, subject to the satisfaction of certain conditions, and (iii) at the Company’s option, subject to the satisfaction of certain conditions, a third tranche commitment of $ 25.0 million.

No amounts have been drawn on this Term Loan as of June 30, 2025.

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

certain conditions, a third tranche commitment of $ 25.0 million.

No amounts have been drawn on this Term Loan as of September 30, 2025.

The Term Loan matures on March 1, 2030 (or, if the Borrower does not satisfy certain conditions, on March 1, 2029) unless otherwise accelerated following the occurrence and continuation of an event of default pursuant to the terms of the Loan Agreement.

2 unchanged sentences

The Borrower’s obligations are secured by a first priority, perfected lien on substantially all the property and assets of the Borrower, except for intellectual property (other than the security interest in proceeds from any intellectual property) and certain other customary excluded assets as set forth therein.

Subsequent Events

On July 3, 2025, the Company closed an underwritten public offering in which the Company issued and sold an aggregate of 3,059,615 shares of the Company’s common stock, including the exercise in full of the underwriters’ option to purchase 576,923 additional shares of common stock, at a public offering price of $ 19.50 per share, and, in lieu of shares of common stock to certain investors, pre-funded warrants to purchase up to 1,363,469 shares of common stock at a public offering price of $ 19.4999 per pre-funded warrant, which represents the per share public offering price for the shares less

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

the $ 0.0001 per share exercise price for each pre-funded warrant.

The proceeds to the Company, net of underwriting discounts and commissions, were $ 81.1 million.

The pre-funded warrants are exercisable at any time after their original issuance.

A holder of pre-funded warrants may increase or decrease this percentage to any other percentage not exceeding 19.99 %, in the case of an increase, upon 61 days ’ prior notice to the Company.

There have been no exercises of pre-funded warrants since their issuance.

New Legislation

On July 4, 2025, the “One Big Beautiful Bill Act” (the “Act”) was enacted into law.

The Act contains changes to U.S.

tax law including provisions allowing accelerated tax deductions for qualified research and development expenditures.

We are in the process of evaluating the impact of the Act on our Consolidated Financial Statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements