Item 5. Other Information
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the fiscal quarter ended June 30, 2024, none of our directors or executive officers adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “ non-Rule 10b5-1 trading arrangement ” as defined in Item 408(c) of Regulation S-K.
Aarvik Amendment
As previously reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”), on December 21, 2021, we entered into a Research Collaboration Agreement, as amended effective June 30, 2023 (the “Aarvik Collaboration”), with Aarvik Therapeutics, Inc. (“Aarvik”), pursuant to which we and Aarvik agreed to collaborate on the discovery and characterization of novel antibody drug conjugates (ADCs) with a goal to identify ADCs that may be suitable for further development by us in accordance with the applicable statements of work (each a “SOW”, and collectively, the “SOWs”) until the completion of all activities in accordance with the applicable SOWs (collectively, the “Aarvik Collaboration Agreement”).
On August 9, 2024, we entered into an amendment and restatement of the Aarvik Collaboration (the “Amended and Restated Aarvik Collaboration Agreement”). Under the Amended and Restated Aarvik Collaboration Agreement, Aarvik has granted us an exclusive option (the “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 Aarvik Collaboration bind, which we refer to as the Target Pair, and (ii) to acquire exclusive rights to certain intellectual property generated during the Aarvik Collaboration. We have not yet selected the indication or indications that we would pursue in the collaboration and anticipate doing so in connection with the identification of a lead candidate for IND-enabling studies. Under the Aarvik Collaboration Agreement, we are now required to pay Aarvik a collaboration execution fee and research fees as provided in the SOWs in an aggregate of up to $4.7 million (based on estimated research fees).
Other than the preceding disclosure, no other disclosure reported in the Annual Report under the section titled “Item 1. Business – Licenses, Partnerships and Collaborations – Aarvik Research Collaboration Agreement” is amended hereby. The foregoing description of the Amended and Restated Aarvik Collaboration Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Aarvik Collaboration Agreement, a copy of which will be filed with our Quarterly Report on Form 10-Q for the quarter ending September 30, 2024.
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Item 6. Exhibits
Exhibit
Number
Description of Exhibit
3.1
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-41929) filed with the SEC on January 30, 2024).
3.2
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K (File No. 001-41929) filed with the SEC on January 30, 2024).
10.1#*
Research and Collaboration Agreement Between Jiangsu Alphamab Biopharmaceuticals Co., Ltd and Arrivent Biopharma, Inc.
31.1*
Certification of Chief Executive Officer Pursuant to Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer Pursuant to Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Chief Executive Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
XBRL Schema Document.
101.CAL
XBRL Calculation Linkbase Document.
101.DEF
XBRL Definition Linkbase Document.
101.LAB
XBRL Label Linkbase Document.
101.PRE
XBRL Presentation Linkbase Document.
104
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).
*
Filed with this Quarterly Report on Form 10-Q.
**
The Certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of ArriVent BioPharma, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.
#
Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ARRIVENT BIOPHARMA, INC.
Date: August 14, 2024
By:
/s/ Zhengbin (Bing) Yao, Ph.D.
Zhengbin (Bing) Yao, Ph.D.
Chairman, President and Chief Executive Officer
(principal executive officer)
Date: August 14, 2024
By:
/s/ Winston Kung, MBA
Winston Kung, MBA
Chief Financial Officer and Treasurer
(principal financial officer and principal accounting officer)
31
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.