What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-03 compared with 2024-03-28 · 245 added, 159 removed, 303 unchanged (57% of the section changed)

2 unchanged sentences

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (KPMG LLP, Philadelphia, PA, Audit Firm ID:

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

Balance Sheets as of December 31, 2024 and 2023

Statements of Operations for the Years Ended December 31, 2023 and 2022

Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2024 and 2023

Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Years Ended December 31, 2024 and 2023

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

(the Company) as of December 31, 2023 and 2022, the related statements of operations, convertible preferred stock and stockholders’ equity (deficit), and cash flows for the years then ended and the related notes (collectively, the financial statements).

(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.

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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.

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.

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

Philadelphia, Pennsylvania

Boston, Massachusetts

March 3, 2025

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Cash and cash equivalents

Short-term investments

Prepaid expenses and other current assets

Total current assets

Long-term investments

Right of use assets – operating leases

Deferred offering costs

Liabilities, Convertible Preferred Stock and Stockholders’ (Deficit)

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

Current liabilities:

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Total current liabilities

Operating lease liabilities

Operating lease liabilities, net of current amount

Total liabilities

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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 and 2022;

liquidation preference of $150,000 at December 31, 2023

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

liquidation preference of $155,000 at December 31, 2023

Stockholders’ (deficit):

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;

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Accumulated deficit

Total stockholders’ (deficit)

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

Accumulated other comprehensive (loss)

Total stockholders’ equity (deficit)

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

See accompanying notes to financial statements.

ARRIVENT BIOPHARMA, INC.

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share data)

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Operating loss

Interest income

Interest and investment income

Unrealized (loss) on marketable securities, net of tax

Total other comprehensive loss

Total comprehensive loss

Share information:

Net loss per share of common stock, basic and diluted

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

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

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convertible preferred stock

Other Comprehensive

Balance, January 1, 2023

Issuance of Series A convertible preferred stock at $1.00 per share

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

Reclassification of Series A convertible preferred stock

Payment of subscription receivable

Repurchase of common stock

Exercise of stock options

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Balance, December 31, 2023

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

Repurchase of common stock

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

Conversion of convertible preferred stock into common stock

( 150,000,000 )

( 147,619,034 )

Exercise of stock options

Stock-based compensation expense

Unrealized loss on marketable securities

Balance, December 31, 2024

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(in thousands)

Year Ended December 31,

Cash flows from operating activities:

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Cash flows from financing activities:

Proceeds from issuance of common stock

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

Proceeds from the exercise of stock options

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

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

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Net cash provided by financing activities

Net (decrease) increase in cash and cash equivalents

Net (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of the year

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Supplemental disclosures of non-cash financing and investing activities

Deferred offering costs included in accounts payable

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

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

(“Allist”) which granted the Company an exclusive license under certain intellectual property owned or controlled by Allist to develop, manufacture and commercialize any product containing furmonertinib 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 11).

The Company’s lead development candidate, furmonertinib, 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.

(“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 11).

The Company’s lead development candidate, firmonertinib, is a third-generation tyrosine kinase inhibitor currently being evaluated in multiple clinical trials across a range of epidermal growth factor receptor mutations in non-small cell lung cancer (“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.

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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 $183.4 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.

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.

Development-Stage Risks and Liquidity

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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 $150.4 million as of December 31, 2023, together with the net proceeds from the initial public offering, are sufficient to sustain planned operations through at least twelve months from the issuance date of these financial statements.

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.

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

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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, stock-based compensation expense assumptions and accrued research and development expenses.

Significant areas that require management’s estimates include the fair value of the Company’s common stock prior to its initial public offering, and accrued research and development expenses.

Fair Value Measurements

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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.

Concentration of credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents.

The Company maintains cash in a checking account with a federally insured financial institution in excess of federally insured limits.

Cash equivalents are defined as all liquid investments with maturity from date of purchase of 90 days or less that are readily convertible into cash and consist of money market funds and certificates of deposit.

The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash.

Effective January 1, 2022, the Company adopted ASU No.

2016-02, Leases (Topic 842) , as amended.

Under the guidance, the Company determines whether an arrangement is or contains a lease, its classification, and its term at the lease commencement date.

Management believes that the carrying amounts of cash equivalents and accounts payable approximate fair value due to the short-term nature of those instruments.

The Company evaluates transfers between levels at the end of each reporting period.

There were no transfers of assets or liabilities between Level 1, Level 2 or Level 3 during the years ended December 31, 2024 and 2023.

Cash equivalents

The Company considers all highly liquid investment instruments with a remaining maturity when purchased of three months or less to be cash equivalents.

Investments qualifying as cash equivalents consist of money market funds, including money market funds held in a sweep account.

Cash equivalents are stated at cost plus accrued interest, which approximates fair value.

The amount of cash equivalents included in cash and cash equivalents was approximately $ 69.3 million and $ 124.3 million at December 31, 2024 and 2023, respectively.

(e) Investments

The Company classifies all of its investments as available-for-sale based upon its intent with regard to such investments.

The Company classifies investments as short-term when their remaining contractual maturities are one year or less from the balance sheet date, and as long-term when the investment has a remaining contractual maturity of more than one year from the balance sheet date.

Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in other comprehensive income (loss).

The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity.

Such amortization is included in interest and investment income.

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.

Interest and dividends on securities classified as available-for-sale are included in interest and investment income.

To determine whether an other-than-temporary impairment exists, the Company considers whether it has the ability and intent to hold the investment until a market price recovery, and whether evidence indicating the recoverability of the cost of the investment outweighs evidence to the contrary.

(f) Concentration of credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and short and long-term investments.

The Company maintains its balances at high quality, accredited financial institutions and, accordingly, it believes such funds are subject to minimal credit risk.

The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on these balances.

The Company has no financial instruments with off-balance sheet risk of loss.

The Company determines whether an arrangement is or contains a lease, its classification, and its term at the lease commencement date.

Leases with a term greater than one year will be recognized on the balance sheet as right-of-use (“ROU”) assets, current lease liabilities, and if applicable, long-term lease liabilities.

The Company has elected certain practical expedients permitted under the transition guidance to not record short-term leases (terms less than 12 months during 2022).

The Company has elected certain practical expedients permitted under the transition guidance to not record short-term leases (terms less than 12 months).

Lease liabilities and the corresponding ROU assets are recorded based on the present values of lease payments over the lease term.

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Payments for non-lease components or that are variable in nature that do not depend on a rate or index are not included in the lease liability and are typically expensed as incurred.

If significant events, changes in circumstances,

ARRIVENT BIOPHARMA, INC.

NOTES TO THE FINANCIAL STATEMENTS

or other events indicate that the lease term or other inputs have changed, the Company would reassess lease classification, remeasure the lease liability using revised inputs as of the reassessment date, and adjust the ROU assets.

If significant events, changes in circumstances, or other events indicate that the lease term or other inputs have changed, the Company would reassess lease classification, remeasure the lease liability using revised inputs as of the reassessment date, and adjust the ROU assets.

Lease expense is recognized on a straight-line basis over the expected lease term for operating-classified leases.

Research and Development Costs

Research and development costs are recorded as expense as incurred and principally consist of personnel costs as well as amounts paid to third parties for up-front and milestone payments made for services provided and related supply costs.

Research and development costs are recorded as expense as incurred and principally consist of contract research organization costs as well as personnel costs, and amounts paid to third parties for up-front and milestone payments made under license and collaboration agreements.

When third-party service providers’ billing terms do not coincide with the Company’s period-end, the Company is required to make estimates of its obligations to those third parties, including clinical trial costs, contractual services costs and costs for supply of its drug candidates, incurred in a given accounting period and record accruals at the end of the period.

The Company bases its estimates on the completion status of the research and development programs and the associated estimate of unbilled costs.

Stock-Based Compensation Expense

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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, the expected term of the option and expected stock price volatility.

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.

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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 is 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.

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.

Subsequent to its 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.

The expected term of stock options for employees is estimated using the “simplified method,” as the Company has limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants.

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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 entitles the holder to participate in dividends and earnings of the Company, and, if the Company were to recognize net income, it would have to use the two-class method to calculate earnings per share.

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

ARRIVENT BIOPHARMA, INC.

NOTES TO THE FINANCIAL STATEMENTS

The following table sets forth the computation of net loss, basic and diluted (in thousands, except share and per share data):

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 per share, basic and diluted (in thousands, except share and per share data):

Year Ended December 31,

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

ARRIVENT BIOPHARMA, INC.

NOTES TO THE FINANCIAL STATEMENTS

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:

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

Common stock subject to repurchase

Stock options

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The Company will recognize interest and penalties related to uncertain tax positions as a component of income tax expense (benefit).

ARRIVENT BIOPHARMA, INC.

NOTES TO THE FINANCIAL STATEMENTS

Segment and Geographic Information

Operating segments are defined as components of an enterprise (business activity from which it earns revenue and incurs expenses) about which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

The Company’s chief operating decision maker is its Chief Executive Officer.

The chief operating decision maker reviews operating results to make decisions about allocating resources and assessing performance for the entire company.

The Company views its operations and manages its business as one operating segment.

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

Accounting Pronouncements Not Yet Adopted

Accounting Pronouncements Recently Adopted

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

Improvements to Reportable Segment Disclosures .

This standard includes the requirements that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, the title and position of the chief operating decision maker, and an explanation of how the chief operating decision maker uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

It also requires that a public entity that has a single reportable segment provide all the disclosures required by the guidance and all existing segment disclosures in ASC 280, Segment Reporting .

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

Early adoption is permitted.

A public entity should apply the amendments in the guidance retrospectively to all prior periods presented in the financial statements.

Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption.

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

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 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

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.

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.

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.

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

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.

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

Additionally, it requires an entity to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

This standard is effective for the Company for the annual period beginning January 1, 2027 and interim periods beginning January 1, 2028.

Early adoption is permitted.

This standard can be applied prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements.

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

Reverse Stock Split

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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.

License and Collaboration Agreements

The Company analyzes its license and collaborative agreements to assess whether they are within the scope of ASC 808, Collaborative Arrangements (“ASC 808”) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards that are dependent on the commercial success of such activities.

To the extent the arrangement is within the scope of ASC 808, the Company assesses whether aspects of the arrangement are within the scope of other accounting literature.

If the Company concludes that some or all aspects of the arrangement represent a transaction with a customer, it accounts for those aspects of the arrangement within the scope of ASC 606, Revenue from Contracts with Customers .

None of the license and collaboration agreements discussed in Note 11 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.

ARRIVENT BIOPHARMA, INC.

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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):

The following tables show the Company’s cash equivalents and available-for-sale securities’ carrying amounts, fair values, and fair value hierarchy as of December 31, 2024 and 2023 (in thousands):

December 31, 2024

Current assets:

Cash equivalents - money market funds

Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

Money market funds

Corporate securities

Government securities

Total assets measured at fair value

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.

December 31, 2023

Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

Money market funds

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.

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.

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.

In addition, model processes were used to assess interest rate impact and develop prepayment scenarios.

These models take into consideration relevant credit information, perceived market movements, sector news and economic events.

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

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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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 space with an initial lease term of less than twelve months;

The Company also leases other office 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.

ARRIVENT BIOPHARMA, INC.

NOTES TO THE FINANCIAL STATEMENTS

The Company’s operating lease 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 $ 0.2 million and $ 0.2 million for the years ended December 31, 2024 and 2023, respectively.

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Cash paid for rent expense recorded during the years ended December 31, 2024 and 2023 was $ 0.2 million and $ 0.2 million, respectively.

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 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 the years ended December 31, 2023 and 2022, the Company incurred $1.2 million and $0.5 million, respectively, in research and development expenses related to the Aarvik SOWs.

Purchase Commitments

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In March 2023, the Company sold 42,857,140 shares of Series B at an original issuance price of $ 1.05 per share.

The following is a summary of the rights, preferences, and terms of the Series A and Series B (collectively, “Convertible Preferred Stock”):

The holders of the Convertible Preferred Stock are entitled to receive dividends payable when, as and if declared by the board of directors of the Company, with the holders of common stock, paid out of any assets or on the common stock of the Company, on an as-converted or as exchangeable to common stock basis.

No dividends on common stock were declared or paid from inception through December 31, 2023.

The holders of Convertible Preferred Stock are entitled to vote on any matter presented to the stockholders of the Company.

Each holder of outstanding shares of Convertible Preferred Stock is entitled to the number of votes equal to the number of shares of common stock into which the shares of Convertible Preferred Stock are convertible or exchangeable.

Holders of Series A are entitled to elect two directors;

holders of Series B are entitled to elect two directors;

and holders of common stock are entitled to elect two directors.

The holders of common stock and Convertible Preferred Stock, together as a single class, are entitled to elect the balance of the total directors of the corporation and on an as converted or exchangeable basis.

As of December 31, 2023, the Company had seven directors.

Liquidation Preference

In the event of any voluntary or involuntary liquidations, dissolution or winding up of the Company, including a Deemed Liquidation Event (as described below), the holders of Series B shall be entitled to be paid out of the consideration payable to stockholders before any payment shall be made to the holders of Series A or common stock, an amount equal to the greater of (i) Series B original issue price, plus any dividend declared but unpaid, or (ii) such

ARRIVENT BIOPHARMA, INC.

NOTES TO THE FINANCIAL STATEMENTS

amount per share as would have been payable had all shares of Series B been converted into common stock immediately prior to liquidation, dissolution or winding up.

The holders of Series A shall be entitled to be paid out of the consideration payable to stockholders after any payment to the holders of Series B but before any payment shall be made to the holders common stock, an amount equal to the greater of (i) Series A original issue price, plus any dividend declared but unpaid, or (ii) such amount per share as would have been payable had all shares of Series A been converted into common stock immediately prior to liquidation, dissolution or winding up.

As of December 31, 2023, the liquidation amount is $1.00 per share for the Series A and $1.05 per share for the Series B.

A Deemed Liquidation Event shall include a merger or consolidation in which the Company is a constituent party (other than one in which the current stockholders of the Company own a majority of the voting power of the outstanding shares of the surviving company) or the sale, lease, transfer, exclusive license or other disposition of all or substantially all of the business or assets of the Company.

The Series A and Series B stock were converted to common stock at the Company’s January 2024 initial public offering.

Classification of Convertible Preferred Stock

Upon the second closing of the Series A in February 2022, the Series A and Series B have been classified outside of stockholders’ equity (deficit) because the holders of such shares have redemption rights in the event of a Deemed Liquidation Event that is not solely within the control of the Company.

Because the occurrence of a Deemed Liquidation Event is not currently probable, the carrying values of the Convertible Preferred Stock are not being accreted to their redemption values.

The Convertible Preferred Stock is convertible into common stock based on the original issuance price of the security, which is the Conversion Price, subject to certain anti-dilution provisions in the event of a future issuance of preferred stock which creates a down round.

The Conversion Price is $15.21 per share for Series A and $15.97 per share for Series B, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization as set for the Company’s Certificate of Incorporation.

As a result, as of December 31, 2023, each outstanding share of Series A and Series B is convertible into common stock on a 15.21 for 1 basis.

The Convertible Preferred Stock automatically converts to common stock upon (1) an initial public offering totaling at least $31.94 per share, resulting in at least $75.0 million in proceeds, or (2) the date and time, or the occurrence of an event, specified by vote or written consent of (i) the holders of at least 55% of the voting power represented by the outstanding shares of Series A, voting together as a single class and (ii) the holders of at least 60% of the voting power represented by the outstanding shares of Series B, voting together as a single class.

On January 26, 2024, the Convertible Preferred Stockholders waived the initial public offering per share parameter and as such, the Convertible Preferred Stock for both Series A and Series B were converted at the time of the initial public offering.

Prior to their conversion into common stock, the Series A and Series B were classified outside of stockholders’ equity (deficit) because the holders of such shares had redemption rights in the event of a Deemed Liquidation Event that was not solely within the control of the Company.

Because the occurrence of a Deemed Liquidation Event was never considered probable, the carrying values of the Convertible Preferred Stock were not accreted to their redemption values.

The holders of the common stock are entitled to one vote for each share of common stock held at all meetings of stockholders.

Unless required by law, there shall be no cumulative voting.

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 the 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.

ARRIVENT BIOPHARMA, INC.

NOTES TO THE FINANCIAL STATEMENTS

Founders’ Shares

In May 2021, the Company issued 1,314,914 shares of its common stock at a purchase price of $0.0015 per share, which are referred to as Founders’ Shares.

The issuance price was equal to the estimated fair value of the common stock as the Founders’ Shares were issued shortly after the Company’s inception prior to raising any capital or acquiring any intellectual property.

Prior to the second anniversary of the issuance date, the Company had the right to repurchase the Founders’ Shares at the original issuance price if the purchaser of the Founders’ Shares resigned employment or ceased to provide services to the Company.

During the year ended December 31, 2023, the Company repurchased 7,387 Founders’ Shares from a holder upon the termination of their employment.

The Company’s right to repurchase Founders’ Shares has lapsed.

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.

Stock-based Compensation

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

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 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 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):

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):

Year Ended December 31,

1 unchanged sentence

General and administrative

The following is a summary of stock options activity under the Plan:

The following is a summary of stock options activity:

Intrinsic Value

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Vested and expected to vest at December 31, 2024

ARRIVENT BIOPHARMA, INC.

NOTES TO THE FINANCIAL STATEMENTS

The weighted-average grant-date fair value of options granted in 2023 and 2022 were $3.57 and $1.67 per share.

The weighted-average grant-date fair value of options granted in 2024 and 2023 were $ 7.52 and $ 3.57 per share, respectively.

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

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5.5 - 6.1 years

Expected volatility

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Expected dividend yield

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

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

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, 2024 was $ 9.5 million and will be expensed over a weighted-average period of 2.5 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.

3 unchanged sentences

Other permanent differences

Transaction costs

Research and development credit

2 unchanged sentences

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.

ARRIVENT BIOPHARMA, INC.

NOTES TO THE FINANCIAL STATEMENTS

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

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

Deferred tax assets

10 unchanged sentences

Net deferred tax assets and liabilities

The Company records a valuation allowance against its deferred tax assets 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 more likely than not that realization will not occur.

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.

1 unchanged sentence

Based upon the historical and anticipated future losses, Management has determined that the deferred tax assets do not meet the more-likely-than-not threshold for realizability.

As a result, the Company recorded a valuation allowance against its deferred tax assets as of December 31, 2023 and 2022.

The valuation allowance increased by $24.1 million and $9.0 million during the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023 and 2022, the Company had federal net operating loss (“NOL”) carryforwards of $38.9 million and $22.6 million, which will be carried forward indefinitely to offset future taxable income, subject to an eighty percent limitation of taxable income annually.

In addition, state NOLs exist of $25.5 million and $0.7 million, which also carryforward indefinitely.

The Company also had research and development tax credit carryforwards of $3.5 million and $1.4 million that will begin to expire in 2041.

As a result, the Company recorded a valuation allowance against its net deferred tax assets as of December 31, 2024.

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 research credit carryforward will begin to expire in 2041.

Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOL carryforwards and credits to offset its post-change income and taxes may be limited.

In general, an “ownership change” occurs if there is a cumulative change in our ownership by one or more “5% shareholders” that exceeds 50 percentage points over a rolling three-year period.

In general, an “ownership change” occurs if there is a cumulative change in ownership by one or more “5% shareholders” (as defined under U.S.

income tax laws) that exceeds 50 percentage points over a rolling three-year period.

Similar rules apply under state tax laws.

The Company has not determined if it has experienced Section 382/383 ownership changes in the past and if a portion of the Company’s NOL and tax credit carryforwards are subject to an annual limitation under Section 382/383.

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

The Company has not determined if it has experienced Section 382/383 ownership changes in the past and if a portion of the NOL and tax credit carryforwards are subject to an annual limitation under Section 382/383.

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.

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

ARRIVENT BIOPHARMA, INC.

NOTES TO THE FINANCIAL STATEMENTS

Allist License Agreement

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

(11) License and Collaboration Agreements

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.

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 fair value of the common stock issued have been recorded as acquired in-process research and development in the Company’s statements of operations since further development and regulatory approval of the licensed product candidates is necessary.

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

The Company is obligated to make future milestone payments of up to $105.0 million in clinical and regulatory milestones and $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.

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

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

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

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 years ended December 31, 2023 and 2022, the Company incurred $2.0 million and $2.8 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 and $0.8 million for the years ended December 31, 2023 and 2022, 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.

During the years ended December 31, 2024 and 2023, the Company incurred $ 0.9 million and $ 2.0 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

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

(“Alphamab”) to discover, develop and commercialize novel antibody drug conjugates (“ADCs”) for the treatment of cancers (“Alphamab Agreement”).

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.

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.

In August 2024, the Company paid $ 1.0 million to exercise that option, and as a result is now obligated to pay up to $ 18.0 million per product upon the achievement of certain clinical and regulatory milestone events and up to $ 80.0 million per product in commercial milestones.

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

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

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, which is referred to as the Target Pair, and (ii) the acquisition of exclusive rights to certain intellectual property generated during the collaboration.

The Company has not yet selected the indication or indications that it would pursue in the collaboration and anticipates doing so in connection with the identification of a lead candidate for IND-enabling activities.

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 $ 4.9 million.

The Company incurred $ 2.3 million and $ 1.7 million in research and development expenses related to the Aarvik SOWs during the years ended December 31, 2024 and 2023, 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

(12) Segment Information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance.

The Company has one reportable segment:

life science.

The life science segment is engaged in identifying, licensing and globalizing top biopharma innovations from around the world to deliver important medicines to patients.

The Company’s chief operating decision maker (“CODM”) is the chief executive officer.

The accounting policies of the life science segment are the same as those described in the summary of significant accounting policies.

The CODM assesses performance for the life science segment based on net loss, which is reported on the statement of operations and comprehensive loss.

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.

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.

Such cash forecast models are reviewed to assess the entity-wide operating results and performance.

Net loss is used to monitor budget versus actual results.

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:

Year Ended December 31,

(in thousands)

Operating expenses:

Research and development:

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

Other Firmonertinib costs

Total Firmonertinib

Research and development:

Discovery-stage programs

Research and development:

Personnel-related and other internal costs

General and administrative:

Personnel-related costs

General and administrative:

Other segment items (a)

(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”);

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 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.

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