What changed in this filing

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Item 1. Financial Statements

2026-08-12 compared with 2026-05-11 · 117 added, 85 removed, 285 unchanged (41% of the section changed)

23 unchanged sentences

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

45,308,941 and 42,452,251 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

48,319,591 and 42,452,251 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

9 unchanged sentences

Three Months Ended

Six Months Ended

Operating expenses:

4 unchanged sentences

Interest and investment income

Unrealized gain (loss) on marketable securities

Unrealized gain (loss) on investments

Total other comprehensive gain (loss)

13 unchanged sentences

Stock-based compensation expense

Unrealized loss on marketable securities

Unrealized loss on investments

Balance March 31, 2026

Issuance of common stock, net of issuance costs of $ 2,509

Exercise of stock options

Stock-based compensation expense

Unrealized gain on investments

Balance, June 30, 2026

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

7 unchanged sentences

Stock-based compensation expense

Unrealized gain on marketable securities

Unrealized gain on investments

Balance March 31, 2025

Issuance of common stock, net of issuance costs of $ 2,395

Exercise of stock options

Stock-based compensation expense

Unrealized loss on investments

Balance, June 30, 2025

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

2 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

1 unchanged sentence

Stock-based compensation expense

Amortization/Accretion of bond discounts/premiums

Amortization (accretion) of bond premiums/discounts

Changes in operating assets and liabilities:

5 unchanged sentences

Cash flows from investing activities:

Purchase of short-term and long-term investments

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

Purchase of investments

Sales and maturities of investments

Net cash used in investing activities

4 unchanged sentences

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of the year

8 unchanged sentences

Development Stage Risks and Liquidity

The Company has incurred losses since inception and has an accumulated deficit of $ 448.0 million as of March 31, 2026.

The Company has concluded that the aggregate balance of cash and cash equivalents and marketable securities of $ 326.4 million as of March 31, 2026 are sufficient to sustain planned operations through at least twelve months from the issuance date of these financial statements.

The Company has incurred losses since inception and has an accumulated deficit of $ 497.9 million as of June 30, 2026.

The Company has concluded that the aggregate balance of cash and cash equivalents and short-term investments of $ 373.1 million as of June 30, 2026 is 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;

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 March 31, 2026, and its results of operations for the three months ended March 31, 2026 and 2025, and cash flows for the three

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, 2026, and its results of operations for the three and six months ended June 30, 2026 and 2025, and cash flows for the six

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

months ended March 31, 2026 and 2025.

The condensed balance sheet at December 31, 2025, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements.

months ended June 30, 2026 and 2025.

The condensed balance sheet at December 31, 2025, was derived from audited annual financial statements but does not contain all the footnote disclosures from the annual financial statements.

Use of Estimates

19 unchanged sentences

For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share since when a net loss exists, potentially dilutive securities are not included in the calculation as their impact is anti-dilutive.

The Company’s convertible preferred stock entitled the holder to participate in dividends and earnings of the Company, and, if the Company had recognized net income, it would have used the two-class method to calculate earnings per share.

The two-class method was not applicable during periods with a net loss, as the holders of the convertible preferred stock had no obligation to fund losses.

ARRIVENT BIOPHARMA, INC.

2 unchanged sentences

Three Months Ended

Six Months Ended

Weighted-average shares of common stock outstanding

4 unchanged sentences

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 March 31, 2026 and 2025 were 7,220,584 and 4,059,300 , respectively.

Stock options outstanding at June 30, 2026 and 2025 were 7,301,993 and 4,325,617 , respectively.

Accounting Pronouncements Not Yet Adopted

9 unchanged sentences

None of the license and collaboration agreements discussed in Note 8 represent transactions with customers.

If the Company concludes that some or all aspects of the arrangement are within the scope of ASC 808 and do not represent a transaction with a customer, it recognizes costs incurred as a component of the related expense in the period incurred.

The arrangements may also require the Company to make payments on achievement of certain milestones, including clinical, regulatory, and development milestones.

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

The arrangements may also require the Company to make payments on achievement of

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

certain milestones, including clinical, regulatory, and development milestones.

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

(g) Other Comprehensive Income (Loss)

4 unchanged sentences

Fair Value Measurements

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):

March 31, 2026

The following tables show the Company’s cash equivalents and short-term investments’ carrying amounts, fair values, and fair value hierarchy (in thousands):

June 30, 2026

Amortized Cost

13 unchanged sentences

Total assets measured at fair value

Cash balances were $ 21.9 million and $ 5.0 million at March 31, 2026 and December 31, 2025, respectively.

The December 31, 2025 disclosure was adjusted to reflect the classification of certain corporate securities as Level 2 of the fair value hierarchy.

Cash balances were $ 70.4 million and $ 5.0 million at June 30, 2026 and December 31, 2025, respectively.

Money market funds are highly liquid investments.

1 unchanged sentence

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

The Company’s investment portfolio includes many fixed income securities that do not always trade on a daily basis.

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company’s investment portfolio includes many securities that do not always trade on a daily basis.

As a result, the pricing services used by the Company applied other available information as applicable through processes such as benchmark yields, benchmarking of like securities, sector groupings and matrix pricing to prepare evaluations.

2 unchanged sentences

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

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

As of March 31, 2026, $ 264.3 million of the Company’s fixed income securities have maturity dates within the next twelve months.

All securities are considered available for sale.

All short-term investments held as of June 30, 2026 and December 31, 2025 had contractual maturities of less than one year and are considered available-for-sale.

No available-for-sale securities held as of the periods presented have been in a continuous material unrealized loss position for more than 12 months.

To date, the Company recorded no allowances for credit losses on its investments.

Prepaid Expenses and Other Current Assets

2 unchanged sentences

Professional fees

Total prepaid expenses and other current assets

Accrued Expenses

4 unchanged sentences

Other accrued expenses

Total accrued expenses

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 March 31, 2026, there were 2,704,257 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 .

As of June 30, 2026, there were 2,545,021 shares available to be granted under the 2024 Plan.

The Company’s stock options vest based on the terms in the awards

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

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):

Three Months Ended

Six Months Ended

Research and development

General and administrative

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

Total stock-based compensation expense

The following is a summary of stock options activity:

3 unchanged sentences

Forfeited/Expired

Outstanding as of March 31, 2026

Exercisable as of March 31, 2026

Vested and expected to vest at March 31, 2026

The weighted-average grant-date fair value of options granted in the first three months of 2026 and 2025 were $ 16.98 and $ 22.04 per share, respectively.

Outstanding as of June 30, 2026

Exercisable as of June 30, 2026

Vested and expected to vest at June 30, 2026

The weighted-average grant-date fair value of options granted during the six months ended June 30, 2026 and 2025, were $ 17.44 and $ 21.31 per share, respectively.

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

Three Months Ended

Six Months Ended

Risk-free interest rate

2 unchanged sentences

Expected term

5.5 - 6.1 years

Expected volatility

Expected dividend yield

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

74.0 % - 87.3 %

97.2 % - 98.3 %

Unrecognized compensation cost for awards not vested as of March 31, 2026 was $ 82.0 million and will be expensed over a weighted-average period of 3.19 years.

Expected dividend yield

Unrecognized compensation cost for awards not vested as of June 30, 2026 was $ 79.5 million and will be expensed over a weighted-average period of 3.04 years.

Commitments, Contingencies, and Collaborations

1 unchanged sentence

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

Pursuant to the Allist Agreement, the Company was granted an exclusive license under certain intellectual property to develop, manufacture and commercialize certain licensed products in the field in the licensed territory.

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

licensed territory.

Upon execution of the Allist Agreement, the Company paid Allist a non-refundable cash payment of $ 40.0 million and issued 1,276,250 shares of its common stock.

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.

Under the Allist Agreement, upon the achievement of certain clinical, regulatory and commercial milestones using the licensed technology, the Company is obligated to make total milestone payments to Allist of up to $ 110.0 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

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 three months ended March 31, 2026 and 2025, the Company incurred $ 0.7 million and $ 0.5 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 $ 0.4 million for the three months ended March 31, 2026 and 2025, respectively, which have 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.

Through March 31, 2026, no additional milestones were met or achieved or were probable of achievement.

The Company incurred cost reimbursements to Allist under the Clinical Collaboration of $ 1.5 million and $ 0.1 million for the three months ended June 30, 2026 and 2025, respectively, and $ 1.9 million and $ 0.6 million for the six months ended June 30, 2026 and 2025, respectively.

These amounts were recorded as research and development expense.

The Company also received cost reimbursements from Allist of $ 0.4 million and $ 0.2 million for the three months ended June 30, 2026 and 2025, respectively, and $ 0.7 million and $ 0.6 million for the six months ended June 30, 2026 and 2025, respectively.

These amounts were recorded as a reduction of research and development expense.

To date, the Company has incurred $ 10.0 million for the achievement of certain clinical milestones under the Allist Agreement.

Through June 30, 2026, no additional milestones have been met or achieved, or are probable of achievement, subsequent to the milestones noted above.

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

2 unchanged sentences

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.

The terms of the Alphamab Agreement include combined total 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 three-month period ended June 30, 2024.

During the three months ended March 31, 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.

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.

No such expenses were incurred in the three months ended March 31, 2026.

Through March 31, 2026, no further milestones have been met or achieved, or are probable of achievement, since the inception of the agreement.

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

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

During the three and six months ended June 30, 2026, the Company incurred $ 1.9 million and $ 3.8 million in cost reimbursements, respectively, to Alphamab.

During the six months ended June 30, 2025, the Company paid $ 1.2 million upon the approval of each target pair selection for a total of $ 2.4 million, which was also included in research and development expense.

Through June 30, 2026, no additional milestones have been met or achieved, or are probable of achievement, subsequent to the milestones noted above.

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

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.

(“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.

(“Aarvik”), under which the Company has entered into various statements of work (“SOWs”).

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.

1 unchanged sentence

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

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

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.

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 developed under the collaboration bind, and (ii) the acquisition of exclusive rights to certain intellectual property generated during the collaboration.

ARR-002, a novel tetravalent MUC16/NaPi2b targeting ADC, was discovered through the collaboration with Aarvik.

ArriVent recently announced US IND clearance for ARR-002 and its expectation to initiate a Phase 1 trial and dose a first patient in the second half 2026.

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 $ 5.4 million.

The Company incurred $ 0.1 million in research and development expenses related to the Aarvik SOWs during the three months ended March 31, 2025.

No such expenses were incurred during the three months ended March 31, 2026.

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

The Company incurred $ 0.2 million and $ 0.3 million, respectively, in research and development expenses related to the Aarvik SOWs during the three and six months ended June 30, 2025.

The Company incurred $ 0.1 million in research and development expenses related to the Aarvik SOWs during the three and six months ended June 30, 2026.

Through June 30, 2026, 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.

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

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

1 unchanged sentence

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.

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.

During the three months ended March 31, 2026, Lepu earned a $ 6.0 million developmental milestone payment.

No milestones have been met or achieved, or are probable of achievement, subsequent to the developmental milestone noted above.

During three months ended March 31, 2026, the Company incurred an additional $ 0.8 million in research and development expenses related to the Lepu Biopharma Agreement.

No such expenses were incurred during the three months ended March 31, 2025.

Under the Lepu Biopharma Agreement, the Company paid Lepu a one-time upfront payment of $ 40.0 million which was included in research and development expense.

Lepu is eligible to receive total milestone payments of up to $ 0.28 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.

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.

During the six months ended June 30, 2026, Lepu earned $ 12.0 million developmental milestone payments, of which $ 6.0 million has been paid as of June 30, 2026.

Through June 30, 2026, no additional milestones have been met or achieved, or are probable of achievement, subsequent to the milestones noted above.

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

During the three and six months ended June 30, 2026, the Company incurred an additional $ 2.3 million and $ 3.3 million, respectively, in research and development expenses related to the Lepu Biopharma Agreement, compared to $ 0.2 million for both the three and six months ended June 30, 2025.

Segment Information

7 unchanged sentences

The measure of segment assets is reported on the balance sheet as total assets.

All of the Company’s assets are located in the United States.

All the Company’s assets are located in the United States.

To date, the Company has not generated any product revenue.

The Company expects to continue to incur significant expenses and operating losses for the foreseeable future as it advances product candidates through all stages of development and clinical trials and, ultimately, seek regulatory approval.

As such, the CODM uses cash forecast models in deciding how to invest into the life science segment.

2 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 three months ended March 31, 2026 and 2025:

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

The table below summarizes the significant expense categories regularly provided to the CODM for the three and six months ended June 30, 2026 and 2025:

Three Months Ended

Six Months Ended

(in thousands)

2 unchanged sentences

Firmonertinib (excluding personnel-related and other internal costs):

Phase 3 Trials

Other Firmonertinib costs

9 unchanged sentences

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

“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 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 supplement (the “2025 Prospectus Supplement”) 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 “Sale Agreement”), for its “at-the-market” equity program.

On May 11, 2026, the Company filed a prospectus supplement (the “2026 Prospectus Supplement”) to the 2025 WKSI Shelf with respect to the Company’s “at-the-market” equity offering program.

Pursuant to the 2026 Prospectus Supplement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to an additional $ 250.0 million, through Jefferies acting as its sales agent, pursuant to the Sale Agreement.

Under the Sale 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 Sale Agreement.

During the six months ended June 30, 2026, the Company sold 5,358,318 shares of common stock pursuant to the Sale Agreement for total net proceeds of $ 140.0 million, net of commissions and offering costs.

As of June 30, 2026, the Company has approximately $ 229.1 million remaining for future issuances of common stock pursuant to the Sale Agreement.

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

“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 three months ended March 31, 2026, the Company sold 2,425,495 shares of common stock pursuant to the Sales Agreement for total proceeds of $ 54.7 million, net of commissions.

As of March 31, 2026, the Company has approximately $ 66.9 million remaining for future issuances of common stock pursuant to the Sales Agreement.

July 2025 Public Offering

1 unchanged sentence

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

As of March 31, 2026, 400,000 of the pre-funded warrants have been exercised.

As of June 30, 2026, 400,000 of the pre-funded warrants have been exercised.

The proceeds to the Company of this July 2025 offering, net of underwriting discounts, commissions, and other expenses were $ 80.5 million.

2 unchanged sentences

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.

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

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:

2 unchanged sentences

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 March 31, 2026.

No amounts have been drawn on this Term Loan as of June 30, 2026.

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.

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

The Borrower may, at its option, prepay the Term Loan subject to a prepayment premium.

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.

(12) Subsequent Event

On August 11, 2026, the Company entered into a Collaboration and License Agreement (the “Allist License Agreement”) with Allist, pursuant to which the Company granted Allist a right to develop and commercialize ARR-002 in Greater China, which includes mainland China, Hong Kong, Macau and Taiwan (the “Licensed Territory”), subject to the Company’s retained right to manufacture ARR-002 in the Licensed Territory.

The Allist License Agreement also includes a Clinical Collaboration Agreement, under which the Company and Allist collaborate on certain global clinical

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

studies of ARR-002, and a Clinical Supply Agreement under which the Company is responsible for supplying ARR-002 for the initial joint global clinical study.

Under the Allist License Agreement, the Company granted to Allist an exclusive, sublicensable, royalty-bearing license under certain intellectual property owned or controlled by the Company, to research, develop, manufacture, and commercialize ARR-002 for the diagnosis, prophylaxis and treatment of diseases and conditions in the Licensed Territory, subject to the Company’s retained right to manufacture ARR-002 in the Licensed Territory.

The Company retains all rights to ARR-002 outside the Licensed Territory, including all development and commercialization rights.

Under the Allist License Agreement, the Company may be entitled to receive payments totaling as much as $ 80.6 million, comprised of a one-time upfront payment and additional payments upon achievement of certain defined development, regulatory, and sales milestones, as well as tiered royalties in mid-single digit to low-double digit percentages on annual net sales of licensed products in the Licensed Territory.

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