Item 1. Financial Statements
Item 1. Financial Statements
ARRIVENT BIOPHARMA, INC.
BALANCE SHEETS
(in thousands, except share and per share data)
(Unaudited)
March 31,
December 31,
2024
2023
Assets
Current assets:
Cash and cash equivalents
$
317,393
$
150,389
Prepaid expenses and other current assets
10,087
9,579
Total current assets
327,480
159,968
Right of use assets – operating leases
250
291
Deferred offering costs
—
2,732
Other assets
108
107
Total assets
$
327,838
$
163,098
Liabilities, Convertible Preferred Stock and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable
$
4,098
$
4,532
Accrued expenses
5,732
6,952
Operating lease liabilities
147
140
Total current liabilities
9,977
11,624
Operating lease liabilities
138
177
Total liabilities
10,115
11,801
Commitments and contingencies (Note 7)
Series A convertible preferred stock $ 0.0001 par value, 150,000,000 shares authorized; 150,000,000 shares issued and outstanding at December 31, 2023
—
149,865
Series B convertible preferred stock $ 0.0001 par value, 147,619,034 shares authorized; 147,619,034 shares issued and outstanding at December 31, 2023
—
154,625
Stockholders’ equity (deficit):
Preferred stock $ 0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding
—
—
Common stock $ 0.0001 par value, 200,000,000 shares authorized; 33,493,750 and 2,745,480 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively
3
—
Additional paid-in capital
492,982
4,652
Accumulated deficit
( 175,262 )
( 157,845 )
Total stockholders’ equity (deficit)
317,723
( 153,193 )
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)
$
327,838
$
163,098
See accompanying notes to unaudited interim financial statements.
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ARRIVENT BIOPHARMA, INC.
STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(Unaudited)
Three Months Ended
March 31,
2024
2023
Operating expenses:
Research and development
$
16,975
$
10,236
General and administrative
3,699
1,936
Total operating expenses
20,674
12,172
Operating loss
( 20,674 )
( 12,172 )
Interest income
3,257
—
Net loss
$
( 17,417 )
$
( 12,172 )
Share information:
Net loss per share of common stock, basic and diluted
$
( 0.70 )
$
( 9.45 )
Weighted-average shares of common stock outstanding, basic and diluted
25,046,531
1,287,574
See accompanying notes to unaudited interim financial statements.
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ARRIVENT BIOPHARMA, INC.
STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
(in thousands, except share and per share data)
(Unaudited)
Series A
Series B
Additional
convertible preferred stock
convertible preferred stock
Common stock
paid-in
Accumulated
Shares
Amount
Shares
Amount
Shares
Amount
capital
deficit
Total
Balance January 1, 2023
150,000,000
$
149,865
104,761,894
$
109,706
2,597,738
$
—
$
3,403
$
( 88,512 )
$
( 85,109 )
Issuance of Series B convertible preferred stock at $ 1.05 per share, net of issuance costs of $ 57
—
—
42,857,140
44,943
—
—
—
—
—
Exercise of stock options
—
—
—
—
11,417
—
26
—
26
Stock-based compensation expense
—
—
—
—
—
—
166
—
166
Net loss
—
—
—
—
—
—
—
( 12,172 )
( 12,172 )
Balance, March 31, 2023
150,000,000
$
149,865
147,619,034
$
154,649
2,609,155
$
—
$
3,595
$
( 100,684 )
$
( 97,089 )
Balance January 1, 2024
150,000,000
$
149,865
147,619,034
$
154,625
2,745,480
$
—
$
4,652
$
( 157,845 )
$
( 153,193 )
Issuance of common stock in initial public offering, net of issuance costs of $ 18,032
—
—
—
—
11,180,555
1
183,216
—
183,217
Conversion of convertible preferred stock into common stock
( 150,000,000 )
( 149,865 )
( 147,619,034 )
( 154,625 )
19,567,306
2
304,488
—
304,490
Exercise of stock options
—
—
—
—
409
—
1
—
1
Stock-based compensation expense
—
—
—
—
—
—
625
—
625
Net loss
—
—
—
—
—
—
—
( 17,417 )
( 17,417 )
Balance, March 31, 2024
—
$
—
—
$
—
33,493,750
$
3
$
492,982
$
( 175,262 )
$
317,723
See accompanying notes to unaudited interim financial statements.
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ARRIVENT BIOPHARMA, INC.
STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
Three Months Ended
March 31,
2024
2023
Cash flows from operating activities:
Net loss
$
( 17,417 )
$
( 12,172 )
Adjustment to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense
625
166
Changes in operating assets and liabilities:
Prepaid expenses and other current assets
( 508 )
( 2,454 )
Other assets
( 1 )
( 3 )
Accounts payable
( 374 )
( 380 )
Accrued expenses
( 963 )
( 2,038 )
Operating lease liabilities
10
—
Net cash used in operating activities
( 18,628 )
( 16,881 )
Cash flows from financing activities:
Proceeds from issuance of common stock in an initial public offering, net
185,631
—
Proceeds from the exercise of stock options
1
26
Proceeds from the sale of Series B convertible preferred stock, net of issuance costs
—
44,943
Net cash provided by financing activities
185,632
44,969
Net increase in cash and cash equivalents
167,004
28,088
Cash and cash equivalents at beginning of the period
150,389
163,372
Cash and cash equivalents at end of the period
$
317,393
$
191,460
Supplemental disclosures of non-cash financing and investing activities
Deferred offering costs transferred to additional paid in capital
$
2,414
$
—
See accompanying notes to unaudited interim financial statements.
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ARRIVENT BIOPHARMA, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
(1)
Background
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. In June 2021, the Company entered into a license agreement with Shanghai Allist Pharmaceuticals Co. Ltd. (“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 (EGFR) mutations in non-small cell lung cancer (NSCLC), many for which there are limited treatment options.
On January 30, 2024, the Company completed the closing of its initial public offering of 9,722,222 shares of common stock at a price of $ 18.00 per share. Additionally, the underwriters exercised their option to purchase an additional 1,458,333 shares of common stock at a price of $ 18.00 per share. The shares of common stock began trading on the Nasdaq Global Market on January 26, 2024, under the symbol “AVBP”. The Company received net proceeds of $ 183.2 million, after deducting underwriting discounts and commissions and other estimated 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 January 2024.
(2)
Development-Stage Risks and Liquidity
The Company has incurred losses since inception and has an accumulated deficit of $ 175.3 million as of March 31, 2024. 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 cash and cash equivalents of $ 317.4 million as of March 31, 2024 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. 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.
(3)
Summary of Significant Accounting Policies
The summary of significant accounting policies included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on March 28, 2024 (the “Annual Report”) has not materially changed, except as set forth below.
(a)
Interim Financial Statements
The accompanying unaudited interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). 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”).
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ARRIVENT BIOPHARMA, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
In the opinion of management, the accompanying interim financial statements include all the normal and recurring adjustments (which consist primarily of accruals, estimates, and assumptions that impact financial statements) considered necessary to present fairly the Company’s financial position as of March 31, 2024 and its results of operations for the three months ended March 31, 2024 and 2023. Certain information and disclosures normally included in the annual financial statements prepared in accordance with GAAP, but that is not required for interim reporting purposes, have been condensed or omitted. These interim financial statements should be read in conjunction with the audited financial statements and related notes as of and for the year ended December 31, 2023, and the notes thereto, which are included in the Annual Report. The December 31, 2023 balance sheet has been derived from the audited financial statements. The results of operations for the interim periods are not necessarily indicative of the results to be expected for a full year, any other interim periods or any future year or period.
(b)
Use of Estimates
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. Estimates and assumptions are periodically reviewed, and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary.
Significant areas that require management’s estimates include the fair value of the Company’s common stock prior to the completion of the Company’s initial public offering, stock-based compensation expense assumptions and accrued research and development expenses.
(c)
Fair Value Measurements
The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:
• Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.
• Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
• Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.
Management believes that the carrying amounts of the Company’s financial instruments, principally cash equivalents and accounts payable, approximate fair value due to the short-term nature of those instruments.
(d)
Net Loss per Share
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. 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. For diluted net loss per share, the weighted-
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ARRIVENT BIOPHARMA, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
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.
The following table sets forth the computation of net loss, basic and diluted (in thousands, except share and per share data):
Three Months Ended
March 31,
2024
2023
Numerator:
Net loss
$
( 17,417 )
$
( 12,172 )
Denominator:
Weighted-average shares of common stock outstanding
25,046,531
2,602,488
Less: Weighted-average shares of common stock subject to repurchase
—
( 1,314,914 )
Weighted-average shares of common stock outstanding, basic and diluted
25,046,531
1,287,574
Net loss per share attributable to common stockholders, basic and diluted
$
( 0.70 )
$
( 9.45 )
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:
March 31,
2024
2023
Series A convertible preferred stock (as converted to common stock)
—
9,861,923
Series B convertible preferred stock (as converted to common stock)
—
9,705,383
Common stock subject to repurchase
—
1,314,914
Stock options
2,547,253
1,546,972
2,547,253
22,429,192
(e)
Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures . 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 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. Early adoption is permitted. This standard should be applied on a
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ARRIVENT BIOPHARMA, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
prospective basis. Retrospective application is permitted. The Company is currently evaluating the impact that this standard may have on its financial statements.
(f)
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. 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.
(4)
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, 2024
Level 1
Level 2
Level 3
Total
Current assets:
Cash equivalents - money market funds
$
127,579
$
—
$
—
$
127,579
Total assets measured at fair value
$
127,579
$
—
$
—
$
127,579
December 31, 2023
Level 1
Level 2
Level 3
Total
Current assets:
Cash equivalents - money market funds
$
124,322
$
—
$
—
$
124,322
Total assets measured at fair value
$
124,322
$
—
$
—
$
124,322
Money market accounts are highly liquid investments. The pricing information on the Company’s money market account is based on quoted prices in active markets. This approach results in a classification of these securities as Level 1 of the fair value hierarchy.
(5)
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
March 31,
December 31,
2024
2023
Research and development
$
7,758
$
8,450
Professional fees
419
240
Insurance
1,035
128
Tax credit receivable
875
761
$
10,087
$
9,579
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ARRIVENT BIOPHARMA, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
(6)
Accrued Expenses
Accrued expenses consisted of the following (in thousands):
March 31,
December 31,
2024
2023
Research and development
$
4,422
$
3,126
Professional fees
238
411
Compensation and related expenses
1,035
3,353
Other accrued expenses
37
62
$
5,732
$
6,952
(7)
Commitments and Contingencies
Leases
The Company has one operating lease that it subleases for its office space in California, which commenced in November 2023 with an original lease term through January 2026. This lease replaced a lease at the same address which commenced in January 2022 with an original lease term through January 2024 (which ended in January 2024). The Company also leases other space with an initial lease term of less than twelve months; therefore, it does not recognize this lease as an operating lease on the balance sheet.
The Company’s operating lease right-of-use (“ROU”) asset and the related lease liabilities are initially measured at the present value of future lease payments over the lease term. The Company is responsible for payment of certain real estate taxes, insurance and other expenses on certain of its leases. These amounts are generally considered to be variable and are not included in the measurement of the ROU assets and lease liability. The Company accounts for non-lease components, such as maintenance, separately from lease components.
Operating lease expense was less than $ 0.1 million for each of the three months ended March 31, 2024 and 2023. The Company’s remaining lease term and discount rate for its operating lease as of March 31, 2024 were 1.83 years and 10.0 %, respectively.
Future maturities of operating lease liabilities were as follows as of March 31, 2024 (in thousands):
Fiscal year ending:
Remainder of 2024
$
126
2025
173
2026
14
Total future minimum payments
313
Less imputed interest
( 28 )
Present value of lease liabilities
$
285
Cash paid for rent expense recorded during each of the three months ended March 31, 2024 and 2023 was less than $ 0.1 million.
Aarvik Research Agreement
In December 2021, the Company entered into a Research Collaboration Agreement, as amended, effective June 2023, 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 predefined in the agreement. After the
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ARRIVENT BIOPHARMA, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
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. If the Company exercises that option, it would be obligated to pay up to $ 18.0 million per product upon the achievement of certain clinical and regulatory milestone events and up to $ 80.0 million per product in commercial milestones. Additionally, the Company would be obligated to pay Aarvik royalties in the mid-single digits based on net sales of licensed products.
During each of the three months ended March 31, 2024 and 2023, the Company incurred $ 0.1 million in research and development expenses related to the Aarvik SOWs.
(8)
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. In 2022, the Company amended the 2021 Plan and increased the total number of shares authorized under the 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 March 31, 2024, there were 3,939,333 shares available to be granted. 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 (in thousands):
Three Months Ended
March 31,
2024
2023
Research and development
$
235
$
83
General and administrative
390
83
$
625
$
166
The following is a summary of stock options activity:
Weighted
Weighted
average
average
remaining
Aggregate
exercise
contractual
Intrinsic Value
Options
price
term (years)
(in thousands)
Outstanding as of December 31, 2023
1,683,156
$
3.38
Granted
886,776
8.17
Exercised
( 409 )
2.28
2
Forfeited/expired
( 22,270 )
14.91
Outstanding as of March 31, 2024
2,547,253
4.94
8.82
32,961
Exercisable as of March 31, 2024
564,452
2.60
7.96
8,616
Vested and expected to vest at March 31, 2024
2,547,253
$
4.94
8.82
$
32,961
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ARRIVENT BIOPHARMA, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
The weighted-average grant-date fair value of options granted in 2024 and 2023 were $ 6.03 and $ 2.79 per share, respectively. The fair value was estimated using the Black-Scholes option-pricing model based on the following assumptions:
Three Months Ended
March 31,
2024
2023
Risk-free interest rate
3.85 % - 3.98 %
3.45 %
Expected term
5.5 - 6.1 years
6.1 years
Expected volatility
93.1 % - 93.2 %
91.1 %
Expected dividend yield
—
—
Estimated fair value of the Company's common stock per share
$
5.85 - 6.04
$
2.79
Unrecognized compensation cost for awards not vested as of March 31, 2024 was $ 7.8 million and will be expensed over a weighted-average period of 3.1 years.
(9)
Allist License Agreement
In June 2021, the Company entered into a Global Technology Transfer and License Agreement with Allist (the “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. 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.
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. During the three months ended March 31, 2024 and 2023, no clinical milestones were met or achieved. The Company is obligated to make future milestone payments of up to $ 105.0 million in clinical and regulatory milestones and up to $ 655.0 million in sales milestones. Furthermore royalties, ranging from high single digit percentages to low mid-teen percentage will be payable 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 three months ended March 31, 2024 and 2023, the Company incurred $ 0.2 million and $ 0.6 million, respectively, in cost reimbursements to Allist which have been recorded as research and development expense under the Clinical Collaboration Agreement. The Company also was entitled to cost reimbursement from Allist of $ 0.1 million for each of the three months ended March 31, 2024 and 2023, which has been recorded as a reduction of research and development expenses. The Company assessed the Clinical Collaboration in accordance with ASC 808, Collaborative Arrangements , and determined that the arrangement did not meet the definition of a collaborative arrangement under ASC 808 since, while the Company and Allist are active participants in the activities under the Clinical Collaboration, both parties are not exposed to significant risks and rewards dependent on the commercial success of the activities.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.