What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-05 compared with 2025-03-03 · 183 added, 140 removed, 408 unchanged (44% of the section changed)

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INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (KPMG LLP, Boston, MA, Audit Firm ID:

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets as of December 31, 2025 and 2024

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of ArriVent BioPharma, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of ArriVent BioPharma, Inc.

(the "Company") as of December 31, 2025, and the related statement of operations and comprehensive loss, of convertible preferred stock and stockholders' equity (deficit) and of cash flows for the year then ended, including the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

March 5, 2026

We have served as the Company’s auditor since 2025 .

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

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Opinion on the Financial Statements

We have audited the accompanying balance sheets of ArriVent BioPharma, Inc.

(the Company) as of December 31, 2024 and 2023, the related statements of operations and comprehensive loss, convertible preferred stock and stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with U.S.

We have audited the accompanying balance sheet of ArriVent BioPharma, Inc.

(the Company) as of December 31, 2024, the related statements of operations and comprehensive loss, convertible preferred stock and stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with U.S.

generally accepted accounting principles.

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These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these financial statements based on our audits.

Our responsibility is to express an opinion on these financial statements based on our audit.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2023.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

We served as the Company’s auditor from 2023 to 2025.

Boston, Massachusetts

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Deferred offering costs

Liabilities, Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Liabilities and Stockholders’ Equity

Current liabilities:

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Commitments and contingencies (Note 7)

Series A convertible preferred stock $ 0.0001 par value, 150,000,000 shares authorized;

0 and 150,000,000 shares issued and outstanding at December 31, 2024 and 2023, respectively

Series B convertible preferred stock $ 0.0001 par value, 147,619,034 shares authorized;

0 and 147,619,034 shares issued and outstanding at December 31, 2024 and 2023, respectively

Stockholders’ equity (deficit):

Stockholders’ equity:

Preferred stock $ 0.0001 par value, 10,000,000 shares authorized;

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

33,706,765 and 2,745,480 shares issued and outstanding at December 31, 2024 and 2023, respectively

42,452,251 and 33,706,765 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive (loss)

Total stockholders’ equity (deficit)

Total liabilities, convertible preferred stock and stockholders’ equity (deficit)

Accumulated other comprehensive income (loss)

Total stockholders’ equity

Total liabilities and stockholders’ equity

See accompanying notes to financial statements.

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Interest and investment income

Unrealized (loss) on marketable securities, net of tax

Total other comprehensive loss

Unrealized gain (loss) on marketable securities

Total other comprehensive gain (loss)

Total comprehensive loss

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Balance, January 1, 2024

Issuance of Series B convertible preferred stock at $ 1.05 per share, net of issuance costs of $ 81

Repurchase of common stock

Exercise of stock options

Stock-based compensation expense

Balance, December 31, 2023

Issuance of common stock in initial public offering, net of issuance costs of $ 18,032

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Balance, December 31, 2024

Issuance of common stock and pre-funded warrants net of issuance costs of $ 10,667

Exercise of stock options

Stock-based compensation expense

Unrealized gain on marketable securities

Balance, December 31, 2025

See accompanying notes to financial statements.

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Stock-based compensation expense

Amortization/Accretion of bond discounts/premiums

Changes in operating assets and liabilities:

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Cash flows from investing activities:

Purchase of short-term investments

Maturity of short-term investments

Purchase of short-term and long-term investments

Sales and maturities of short-term and long-term investments

Net cash used in investing activities

Cash flows from financing activities:

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

Proceeds from issuance of common stock, net of issuance costs

Proceeds from the exercise of stock options

Proceeds from the sale of Series B convertible preferred stock, net of issuance costs

Payment of deferred offering costs

Payment of deferred financing costs

Net cash provided by financing activities

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Deferred offering costs transferred to additional paid-in-capital

Deferred offering costs in accounts payable

Right-of-use assets obtained in exchange for new operating lease liabilities

See accompanying notes to financial statements.

ARRIVENT BIOPHARMA, INC.

NOTES TO THE FINANCIAL STATEMENTS

ArriVent BioPharma, Inc., a Delaware corporation (the “Company”), founded on April 14, 2021, is a clinical-stage biopharmaceutical company focused on identifying, licensing and globalizing top biopharma innovations from around the world to deliver important medicines to patients.

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The Company received net proceeds of $ 183.2 million, after deducting underwriting discounts and commissions and other offering expenses.

In addition, as a result of the closing of the Company’s initial public offering, the Company’s Series A and Series B convertible preferred stock converted into 19,567,306 shares of common stock.

In addition, as a result of the closing of the Company’s initial public offering, the Company’s Series A and Series B convertible preferred stock converted into 19,567,306 shares of common stock in January 2024.

Development-Stage Risks and Liquidity

The Company has incurred losses since inception and has an accumulated deficit of $ 404.6 million as of December 31, 2025.

The Company has concluded that the aggregate balance of cash and cash equivalents and marketable securities of $ 312.8 million as of December 31, 2025 are sufficient to sustain planned operations through at least twelve months from the issuance date of these financial statements.

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

Management believes that the aggregate balance of cash and cash equivalents, and short and long-term investments of $ 266.5 million as of December 31, 2024 are sufficient to sustain planned operations through at least twelve months from the issuance date of these financial statements.

as a result, additional capital will be needed to fund its future operating and capital requirements.

There can be no assurance that the Company will be able to raise sufficient additional capital on acceptable terms, if at all.

If such additional financing is not available on satisfactory terms, or is not available in sufficient amounts, the Company’s financial condition or results of operations may be materially adversely affected.

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

There can be no assurance that the Company’s research and development projects will be successful, that products developed will obtain necessary regulatory approval, or that any approved product will be commercially viable.

In addition, the Company operates in an environment of rapid technological change and is largely dependent on the services of its employees and consultants.

In addition, geopolitical tensions, volatility of capital markets, and other adverse macroeconomic events, including those due to inflationary pressures, changing interest rates, bank instability and the ability of the U.S.

government to manage federal debt limits, as well as the potential impact of other health crises on the global financial markets, may reduce the Company's ability to access capital, which could negatively affect its liquidity.

Summary of Significant Accounting Policies

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Use of Estimates

ARRIVENT BIOPHARMA, INC.

NOTES TO THE FINANCIAL STATEMENTS

the date of the financial statements and the reported amounts of expenses during the reporting period.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Actual results could differ from such estimates.

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Realized gains and losses and declines in value judged to be other than temporary on available-for-sale securities, are included in interest and investment income.

ARRIVENT BIOPHARMA, INC.

NOTES TO THE FINANCIAL STATEMENTS

The cost of securities sold is based on the specific identification method.

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The Company accounts for forfeitures as they occur.

Estimating the fair value of stock options requires the use of subjective assumptions, including the fair value of the Company’s common stock (prior to its initial public offering in January 2024), the expected term of the option and

ARRIVENT BIOPHARMA, INC.

NOTES TO THE FINANCIAL STATEMENTS

expected stock price volatility.

The Company uses the Black-Scholes option-pricing model to value its stock option awards.

The assumptions used in calculating the fair value of stock options represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.

As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards.

As a result, if factors change and

management uses different assumptions, stock-based compensation expense could be materially different for future awards.

The fair value of the Company’s common stock, prior to its initial public offering, was estimated by the Company’s board of directors, with input from management considering the most recently available third-party valuation of the Company’s common stock.

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The contractual term is used as the expected term for stock options granted to non-employees.

For stock price volatility, the Company uses comparable public companies as a basis for the expected volatility to calculate the fair value of option grants.

For stock price volatility, the Company uses the implied volatility of its own share trading activity, in addition to comparable public companies as a basis for the expected volatility to calculate the fair value of option grants.

The risk-free rate is based on the U.S.

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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.

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Weighted-average shares of common stock outstanding

Weighted-average shares of common stock subject to repurchase

Weighted-average pre-funded warrants outstanding (1)

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

Net loss per share attributable to common stockholders, basic and diluted

ARRIVENT BIOPHARMA, INC.

NOTES TO THE FINANCIAL STATEMENTS

(1) Represents the weighted average number of common shares issuable upon the exercise of pre-funded warrants issued in 2025, which are considered to be outstanding for the purposes of the basic and diluted net loss per share calculation from the date of issuance due to their nominal exercise price ( $ 0.0001 ).

The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive:

Series A convertible preferred stock (as converted to common stock)

Series B convertible preferred stock (as converted to common stock)

Stock options

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Accounting Pronouncements Recently Adopted

In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements through incremental disclosures about significant segment expenses, including for companies with a single reportable segment.

This standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with retrospective application required.

The Company adopted this standard in fiscal year 2024.

See Note 12, Segment Information.

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740):

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This standard includes the requirement that public business entities, on an annual basis, disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5% of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate).

It also requires that all entities disclose, on an annual basis, the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and

ARRIVENT BIOPHARMA, INC.

NOTES TO THE FINANCIAL STATEMENTS

the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5% of total income taxes paid (net of refunds received) and requires that all entities disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign.

It also requires that all entities disclose, on an annual basis, the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5% of total income taxes paid (net of refunds received) and requires that all entities disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign.

Lastly, this standard eliminates the requirement for all entities to disclose the nature and estimate of the range of the reasonably possible change in the unrecognized tax benefits balance in the next 12 months or make a statement that an estimate of the range cannot be made.

This standard is effective for the Company for the annual period beginning January 1, 2026 (or January 1, 2025 if the Company loses its status as an emerging growth company within 2025).

Early adoption is permitted.

This standard should be applied on a prospective basis.

Retrospective application is permitted.

The Company is currently evaluating the impact that this standard may have on its financial statements.

This standard is effective for the Company for the annual period beginning January 1, 2025.

Early adoption and retrospective application is permitted.

The Company adopted this standard on a prospective basis in the year ended December 31, 2025.

Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

This standard requires an entity to disclose on an annual and interim basis, disaggregated information about specific income statement expense categories.

This standard requires

an entity to disclose on an annual and interim basis, disaggregated information about specific income statement expense categories.

It also requires an entity to include certain amounts that are already required to be disclosed under current GAAP in the same disclosure.

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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.

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Clinical, regulatory, and development milestones are recognized as research and development expense only when such milestones are deemed probable of being achieved.

ARRIVENT BIOPHARMA, INC.

NOTES TO THE FINANCIAL STATEMENTS

(p) Other Comprehensive Income (Loss)

Other comprehensive income (loss) (“OCI”) consists of expenses, gains, and losses that are excluded from net income under GAAP.

The Company’s OCI includes, when applicable, unrealized gains and losses on available-for-sale debt securities.

Unrealized gains and losses on available-for-sale debt securities are recorded net of tax in accumulated other comprehensive income (loss) (“AOCI”), a component of stockholders’ equity, until realized.

Upon realization, these amounts are reclassified from AOCI into earnings.

Fair Value Measurements

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Money market funds

Corporate securities

Government securities

Total assets measured at fair value

Cash balances were $ 5,000 and $ 26,067 at December 31, 2024 and 2023, respectively.

Money market fund accounts are highly liquid investments.

The pricing information on the Company’s money market fund account is based on quoted prices in active markets.

Cash balances were $ 5.0 million at each of December 31, 2025 and 2024.

Money market funds are highly liquid investments.

The pricing information on the Company’s money market funds are based on quoted prices in active markets.

This approach results in a classification of these securities as Level 1 of the fair value hierarchy.

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

As of December 31, 2025, $ 267.3 million of the Company’s fixed income securities have maturity dates within the next twelve months.

All securities are considered available for sale.

During the year ended December 31, 2025, the Company had proceeds from the sale of available-for-sale marketable securities of $ 18.9 million.

Prepaid Expenses and Other Current Assets

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Tax credit receivable

ARRIVENT BIOPHARMA, INC.

NOTES TO THE FINANCIAL STATEMENTS

Accrued Expenses

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Commitments and Contingencies

The Company has two operating leases that it subleases for its office space in California, one of which commenced in January 2022 with an original lease term through January 2024 (which ended in January 2024) and one of which commenced in November 2023 with an original lease term through January 2026.

The Company also leases other office space with an initial lease term of less than twelve months;

The Company has two operating leases that it subleases for its office space in California, one of which commenced in January 2024 with an original lease term through January 2026 (which ended in January 2026).

The Company’s other lease has an initial lease term of less than twelve months;

therefore, it does not recognize this lease as an operating lease on the balance sheet.

Operating lease expense was $ 0.2 million and $ 0.2 million for the years ended December 31, 2024 and 2023, respectively.

Operating lease expense was $ 0.2 million for each of the years ended December 31, 2025 and 2024.

The Company’s remaining lease term and discount rate for its operating lease as of December 31, 2025 are 0.08 years and 10.0 %, respectively.

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Payments due upon cancellation consist only of payments for services provided or expenses incurred, including non-cancellable obligations of the Company’s service providers, up to the date of cancellation or upon completion of a manufacturing run.

ARRIVENT BIOPHARMA, INC.

NOTES TO THE FINANCIAL STATEMENTS

Employee Benefit Plan

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Under the 401(k) plan, participating employees may defer a portion of their pre-tax earnings.

The Company contributes 100 % of employee salary deferral contributions up to 4 % of pay for each payroll period.

The Company contributes 100 % of employee salary deferral contributions up to 4 % of pay for

each payroll period.

The Company contributions to the 401(k) plan during the years ended December 31, 2025 and 2024, were $ 0.7 million and $ 0.5 million, respectively.

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In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment of all preferential amounts required to be paid to any holders of shares of Convertible Preferred Stock, the remaining funds and assets available for distribution to the stockholders of the Company will be distributed among the holders of shares of common stock, pro rata based on the number of shares of common stock held by each such holder.

“At-the-Market” Offering

On February 3, 2025, the Company filed an automatic shelf registration statement on Form S-3ASR with the SEC pursuant to which the Company registered for sale an indeterminate amount of any combination of its common stock, preferred stock, debt securities, warrants, rights and/or units from time to time and at prices and on terms that the Company may determine, which is referred to as the “2025 WKSI Shelf”.

The 2025 WKSI Shelf includes a prospectus covering up to an aggregate of $ 250.0 million of shares of common stock that the Company is able to issue and sell from time to time, through Jefferies LLC (“Jefferies”), acting as its sales agent, pursuant to the Open Market Sale Agreement SM , dated February 3, 2025 (the “Sales Agreement”), for its “at-the-market” equity program.

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 year ended December 31, 2025, the Company sold 5,560,266 shares of common stock pursuant to the Sales Agreement for total proceeds of $ 122.2 million, net of commissions and other expenses.

As of December 31, 2025, the Company has approximately $ 123.3 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 December 31, 2025, none of the pre-funded warrants have been exercised.

The proceeds to the Company, net of underwriting discounts, commissions, and other expenses were $ 80.5 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 December 31, 2025, there have been no exercises of pre-funded warrants since their issuance.

Stock-based Compensation

In June 2021, the Company adopted the 2021 Employee, Director and Consultant Equity Incentive Plan (the “2021 Plan”), as amended, that authorized the Company to grant up to 803,564 shares of common stock via stock-based compensation awards.

In June 2021, the Company adopted the 2021 Employee, Director and Consultant Equity Incentive Plan (as amended, the “2021 Plan”), that authorized the Company to grant up to 803,564 shares of common stock via stock-based compensation awards.

In 2022, the Company amended the 2021 Plan and increased the total number of shares authorized under the 2021 Plan to 2,748,818 .

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 December 31, 2024, there were 3,742,510 shares available to be granted.

The Company’s stock options generally vest over four years .

The Company recorded

ARRIVENT BIOPHARMA, INC.

NOTES TO THE FINANCIAL STATEMENTS

stock-based compensation expense in the following expense categories in its accompanying statements of operations and comprehensive loss (in thousands):

As of December 31, 2025, there were 3,504,507 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 .

The Company recorded stock-based compensation expense in the following expense categories in its accompanying statements of operations and comprehensive loss (in thousands):

Year Ended December 31,

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(in thousands)

Outstanding as of January 1, 2023

Outstanding as of December 31, 2024

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

Year Ended December 31,

Risk-free interest rate

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Estimated fair value of the Company's common stock per share (a)

18.03 - 27.56

Subsequent to the initial public offering on January 26, 2024, the fair value of common stock is based on the closing market price of common stock on the date of grant.

Unrecognized compensation cost for awards not vested as of December 31, 2025 was $ 37.6 million and will be expensed over a weighted-average period of 2.7 years.

ARRIVENT BIOPHARMA, INC.

NOTES TO THE FINANCIAL STATEMENTS

The Company has incurred losses since inception and has not recorded current or deferred income taxes.

A reconciliation of income tax benefit at the statutory federal income tax rate and income taxes as reflected in the financial statements is as follows:

The Company accounts for income taxes under ASC 740.

The Company has incurred losses since inception and has not recognized any current or deferred income tax expense for the year ended December 31, 2025.

It is more likely than not that the Company’s deferred tax assets will not be realized.

Accordingly, a full valuation allowance has been recorded against the deferred tax assets.

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S.

federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows (in thousands):

Year Ended December 31, 2025

US Dollars ($)

Nontaxable/Nondeductible items

Stock Compensation

Research and Development Credit

Changes in Valuation Allowances

Effective tax rate

Although state income taxes are net zero due to the Company's valuation allowance, Pennsylvania and Maryland made up the majority (greater than 50 percent) of the tax effect in this category.

There were no cash tax payments made or refunds received for the year ended December 31, 2025.

A reconciliation of the provision for income taxes to the

amount computed by applying the 21 % statutory U.S.

federal income tax rate to income before income taxes before the adoption of ASU 2023-09 is as follows:

Year Ended December 31,

State income taxes

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Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect for years in which differences are expected to reverse.

Significant components of the Company’s deferred tax assets and liabilities for federal and state income taxes consisted of the following (in thousands):

Significant components of the Company’s deferred tax assets and liabilities consisted of the following (in thousands):

Deferred tax assets

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Net deferred tax assets and liabilities

The Company records a valuation allowance against its net deferred tax asset when it is more likely than not that realization will not occur.

The Company records a valuation allowance against its net deferred tax asset when it is not more likely than not that such assets will be realized.

The realization of deferred tax assets depends upon the Company’s ability to generate future taxable income or other tax planning strategies available in the relevant taxing jurisdiction.

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As a result, the Company recorded a valuation allowance against its net deferred tax assets as of December 31, 2025.

The valuation allowance

ARRIVENT BIOPHARMA, INC.

NOTES TO THE FINANCIAL STATEMENTS

increased by $ 24.7 million and $ 24.1 million during the years ended December 31, 2024 and 2023, respectively due to the current year pre-tax losses and research and development tax credits.

As of December 31, 2024 and 2023, the Company had gross federal net operating loss (“NOL”) carryforwards of $ 67.4 million and $ 38.9 million, respectively, which will be carried forward indefinitely to offset future taxable income, subject to an 80 percent limitation of taxable income annually.

The Company does not have any pre-2018 NOLs subject to expiration.

As of December 31, 2024 and 2023, state NOLs exist of approximately $ 58.8 million and $ 25.5 million, respectively, subject to various carryforward periods with the first state NOLs beginning to expire in 2043.

The Company also had research and development tax credit carryforwards of approximately $ 7.1 million and $ 3.5 million as of December 31, 2024 and 2023, respectively.

The valuation allowance increased by $ 40.4 million and $ 24.7 million during the year ended December 31, 2025 and 2024, respectively due to the current year pre-tax losses and research and development tax credits.

As of December 31, 2025 and 2024, the Company had federal net operating loss (“NOL”) carryforwards of $ 138.5 million and $ 67.4 million, which will be carried forward indefinitely to offset future taxable income, subject to an 80 percent limitation of taxable income annually.

In addition, as of December 31, 2025 and 2024, state NOLs exist of approximately $ 121.7 million and $ 58.8 million subject to various carryforward periods with the first state NOLs beginning to expire in 2043.

The Company also had research and development tax credit carryforwards of approximately

$ 9.1 million and $ 7.1 million as of December 31, 2025 and 2024.

The research credit carryforward will begin to expire in 2041.

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The Company has not determined if it has experienced Section 382 ownership changes in the past and if a portion of the NOL and tax credit carryforwards are subject to an annual limitation under Section 382.

In addition, the Company may experience ownership changes in the future as a result of subsequent shifts in stock ownership, some of which may be outside of its control.

As of December 31, 2024 and 2023, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s financial statements.

The Company is generally subject to three-year statute of limitations for federal and state;

therefore, 2021 through the current year remain open for examination.

In addition, the Company may experience ownership changes in the future as a result of subsequent shifts in stock ownership, some of which may be outside of our control.

As of December 31, 2025, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s financial statements.

The Company is currently subject to U.S.

Federal and state tax examination.

As a result of tax attribute carryforwards, all U.S.

federal and state tax periods from the Company’s inception in 2021 through 2025 remain open.

The Company does not have a reserve for uncertain tax positions.

(11) License and Collaboration Agreements

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During the years ended December 31, 2025 and 2024, the Company incurred $ 0.6 million and $ 0.9 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 $ 0.3 and $ 0.1 million for the years ended December 31, 2024 and 2023, respectively, which has been recorded as a reduction of research and development expenses.

The Company paid $ 5.0 million in milestone payments to Allist during the year ended December 31, 2023.

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

ARRIVENT BIOPHARMA, INC.

NOTES TO THE FINANCIAL STATEMENTS

The Company also received cost reimbursements from Allist of $ 1.4 million and $ 0.3 million for the years ended December 31, 2025 and 2024, respectively, which has been recorded as a reduction of research and development expenses.

The Company incurred $ 5.0 million in clinical milestone payments to Allist during the year ended December 31, 2025.

During the year ended December 31, 2025, no additional milestones were met, achieved, or were probable of achievement.

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

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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 terms of the Alphamab Agreement include combined upfront and potential milestone payments to Alphamab of up to $ 615.5 million in aggregate, based on the achievement of certain regulatory, development, and commercial milestones.

In addition, Alphamab is entitled to receive tiered sales royalties from the Company for net sales of each ADC product.

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

During the year ended December 31, 2024, the Company paid $ 0.2 million in cost reimbursements to Alphamab under the Alphamab Agreement which have also been recorded as research and development expense.

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

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 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.

In addition, Alphamab is entitled to receive tiered sales royalties, ranging from low single digit to mid-single digit percentages, from the Company for net sales of each ADC product.

The upfront payment was recorded to research and development expense during the year ended December 31, 2024.

During the years ended December 31, 2025 and 2024, the Company paid $ 4.6 million and $ 0.2 million in cost reimbursements, respectively, to Alphamab under the Alphamab Agreement.

$ 1.7 million of these payments were expensed in the year ended December 31, 2025, also as research and development.

Finally, during the year ended December 31, 2025, the Company paid $ 1.2 million upon the approval of a target pair selection, which was also included in research and development expense.

During the year ended December 31, 2025, no additional milestones were met, achieved, or were probable of achievement.

In December 2021, the Company entered into a Research Collaboration Agreement, as amended, effective June 30, 2023 (the “Aarvik Collaboration Agreement”), with Aarvik Pharmaceuticals, Inc.

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The Company incurred $ 0.5 million and $ 2.3 million in research and development expenses related to the Aarvik SOWs during the years ended December 31, 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.

ARRIVENT BIOPHARMA, INC.

NOTES TO THE FINANCIAL STATEMENTS

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.

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

(i) an exclusive, royalty-bearing, sublicensable license under certain intellectual property owned or controlled by Lepu, to develop, manufacture and

commercialize any product containing ARR-217 for all uses in all countries and territories other than Greater China (as defined in the Lepu Biopharma Agreement) (the “ArriVent Territory”);

and (ii) a non-exclusive license under certain intellectual property controlled by Lepu to develop, manufacture and commercialize any product containing ARR-217 for use in oncology in the ArriVent Territory.

Under the Lepu Biopharma Agreement, the Company paid Lepu a one-time upfront payment of $ 40 million and, during the three months ended June 30, 2025, the Company paid $ 1.0 million to Lepu for the achievement of the first developmental milestone under the Lepu Biopharma Agreement as it became probable of achievement during the second quarter.

Lepu is eligible to receive a potential near-term clinical milestone payment for $ 6.0 million in cash.

The upfront payment was included in research and development expenses.

Finally, Lepu is eligible to receive payments of up to $ 0.3 billion in development and regulatory milestones, and up to $ 0.89 billion in commercial milestones, and tiered royalties in high single-digit to low-teen percentages on net sales in the ArriVent Territory.

Other than the milestone payment of $ 1.0 million recorded in the second quarter of 2025, no milestones have been met or achieved, or are probable of achievement, since the inception of the Lepu Biopharma Agreement.

During year ended December 31, 2025, the Company paid $ 1.7 million in research and development expenses related to the Lepu Biopharma Agreement.

(12) Segment Information

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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 reviewed by the CODM for the years ended December 31, 2024 and 2023:

The table below summarizes the significant expense categories regularly provided to the CODM for the years ended December 31, 2025 and 2024:

Year Ended December 31,

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Research and development:

Discovery-stage programs

Early-stage programs

Research and development:

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(a) Other segment items is comprised of interest and investment income .

ARRIVENT BIOPHARMA, INC.

NOTES TO THE FINANCIAL STATEMENTS

(13) Subsequent Event

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

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

(i) an exclusive, royalty-bearing, sublicensable license under certain intellectual property owned or controlled by Lepu, to develop, manufacture and commercialize any product containing ARR-217 for all uses in all countries and territories other than Greater China (the “ArriVent Territory”);

Under the Lepu Agreement, the Company paid Lepu a one-time upfront payment of $ 40 million, and Lepu is eligible to receive near-term milestone payments totaling another $ 7.0 million in cash.

Finally, Lepu is eligible to receive up to $ 1.16 billion in development, regulatory and commercial milestones and tiered royalties in high single-digit to low-teen percentages on net sales in the ArriVent Territory.

On May 8, 2025, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) between the Company 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.

If not drawn, each tranche commitment is subject to an expiration date.

In March 2026, the Company entered into an amendment of the Loan Agreement in which one of the conditions of the second tranche commitment was eliminated.

No amounts have been drawn on this Term Loan as of December 31, 2025.

The Term Loan matures on March 1, 2030 (or, if the Company 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.

Amounts borrowed under the Term Loan bear interest at a variable annual rate equal to the greater of (i) 6.00 %, and (ii) (A) the Prime Rate , minus (B) 0.75 %.

The Company may, at their option, prepay the Term Loan subject to a prepayment premium.

The Company’s obligations are secured by a first priority, perfected lien on substantially all the property and assets of the Company, 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.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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-K

Item 8. Financial Statements and Supplementary Data