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Item 9A. Controls and Procedures

2025-03-03 compared with 2024-03-28 · 52 added, 876 removed, 115 unchanged (89% of the section changed)

3 unchanged sentences

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2023.

As of December 31, 2023, our disclosure controls and procedures were not effective as a result of our material weaknesses in our internal control over financial reporting.

However, our management, including our Chief Executive Officer and our Chief Financial Officer, has concluded that, notwithstanding the identified material weaknesses in our internal control over financial reporting, the financial statements in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S.

As of December 31, 2024, we conducted an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this Annual Report on Form 10-K.

Inherent Limitations over Internal Controls

6 unchanged sentences

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As described in Item 1A.

“Risk Factors,” as of December 31, 2023, we have material weaknesses in our internal control over financial reporting relating to insufficient accounting resources which resulted in the following ineffective risk assessment activities:

(a) We did not effectively design and implement controls related to the review and approval of manual journal entries.

(b) We had ineffectively designed process-level controls associated with accounting for certain non-routine transactions.

Remediation of Previously Reported Material Weakness in Internal Control over Financial Reporting

During the year ended December 31, 2024, we completed the control enhancements and testing necessary to conclude that the previously noted material weaknesses were remediated.

Remediation of Material Weakness in Internal Control over Financial Reporting – Manual Journal Entries

We have remediated the material weakness identified in our Annual Report on Form 10-K for the year ended December 31, 2023 concerning the review and approval of manual journal entries.

In addressing this material weakness, we have undertaken actions in each of the steps identified below:

● Hiring, developing, and retaining additional personnel with appropriate accounting and internal controls expertise;

● Reviewing and updating (as appropriate) our methodologies, policies, and procedures designed to ensure adequate internal control over financial reporting, including underlying information technology and business process controls;

● Implementing systems-level controls requiring the automated routing of manual journal entries for review by someone independent of the preparer before they are finalized in the Company’s books and records.

Remediation of Material Weakness in Internal Control over Financial Reporting – Nonroutine Transactions

We have remediated the material weakness identified in our Annual Report on Form 10-K for the year ended December 31, 2023 concerning the accounting for certain nonroutine transactions.

To remediate the material weakness described above, we:

● Engaged temporary third-party resources with the appropriate level of technical knowledge and experience in accounting related to complex non-routine transactions and the related internal control activities to complement the existing corporate accounting resources;

● Continued to hire, develop and retain incremental full-time personnel with appropriate accounting and internal controls expertise;

● Reviewed and updated (as appropriate) our methodologies, policies and procedures designed to ensure we are able to more timely address our evaluation of complex non-routine transactions, including the related evidence of management’s review of the significant assumptions used in those evaluations

Internal controls are a high priority for us.

These remediation activities have strengthened our internal control over financial reporting and remediated these two material weaknesses.

We believe the consolidated financial statements included in the periods covered by this Annual Report on Form 10-K fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with U.S.

Management’s Report on Internal Control Over Financial Reporting

This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established by rules of the SEC for newly public companies.

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Our management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2024, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013).

We have evaluated the effectiveness of our internal control over financial reporting as of the end of the period covered by this Annual Report on Form 10-K, with the participation of our Chief Executive Officer and Chief Financial Officer, as well as other key members of our management.

Based on this assessment, management concluded that, as of December 31, 2024, the Company's internal control over financial reporting was effective.

Attestation Report of the Registered Public Accounting Firm

This Annual Report does not include an attestation report of our registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

This Annual Report does not include, and is not required to include, an attestation report of our registered public accounting firm.

Additionally, our independent registered public accounting firm will not be required to opine on our internal control over financial reporting until we are no longer an emerging growth company.

Changes in Internal Control Over Financial Reporting

Other than the material weakness remediation activities described below, there were no changes in our internal control over financial reporting, as identified in connection with evaluation required by Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that occurred during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the year ended December 31, 2023, we have taken steps of implementing our remediation plans with respect to the material weaknesses identified in our internal control over financial reporting.

Specifically, with the oversight of senior management and our audit committee, we have hired our Chief Financial Officer, and begun implementing processes and controls to address the material weaknesses.

We have increased the number of resources (internal and third-party) dedicated to our accounting and finance team, including personnel with additional knowledge, experience, and training, to ensure we have adequate staff, to segregate key duties, and to comply with company policies and procedures.

We also plan to engage a third-party provider to help us assess and improve our internal controls in preparation for compliance with the Sarbanes-Oxley Act.

Additionally, we continue to make progress on implementing written policies and implementing process level and management review controls for our manual journal entries.

However, we cannot assure you that we will be successful in remediating the material weaknesses we identified or that our internal control over financial reporting, as modified, will enable us to identify or avoid material weaknesses in the future.

While we believe that these efforts will improve our internal control over financial reporting in accordance with U.S.

GAAP and SEC reporting requirements, the implementation of these measures is ongoing and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles.

The material weaknesses will not be considered remediated until our management designs and implements effective controls that operate for a sufficient period of time and our management has concluded through testing that these controls are effective.

We cannot assure you that the measures we have taken to date, and are continuing to implement, will be sufficient to establish and maintain effective internal control over financial reporting.

An evaluation was also performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of any changes in our internal control over financial reporting that occurred during our last fiscal quarter and that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other than the items discussed above, there were no changes in our internal control over financial reporting during the fourth quarter of the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

On March 27, 2024, Dr.

Jallal notified our board of directors of her decision to resign from our board of directors and the compensation committee and the nominating and corporate governance committee, effective March 28, 2024.

Jallal’s decision to resign was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On March 28, 2024, we notified the Nasdaq Stock Market (“Nasdaq”) of Dr.

Jallal’s resignation from the board of directors and that because such resignation, the compensation committee (the “Compensation Committee”) of our board of directors will have only one member, and the registrant will no longer comply with Nasdaq Listing Rule 5605(d)(2), which requires companies with securities listed on Nasdaq to have a compensation committee composed of at least two directors.

In accordance with Nasdaq Listing Rule 5605(d)(4), we have an automatic cure period in order to regain compliance.

We expect to regain compliance with such rule by filling the vacancy on the Compensation Committee caused by Dr.

Jallal’s resignation with an independent director who satisfies the applicable requirements of the Nasdaq Listing Rules prior to the expiration of the cure period provided under Nasdaq Listing Rule 5605.

Rule 10b5-1 Trading Plans

During the fiscal quarter ended December 31, 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.

Dis closure Regarding Foreign Jurisdictions that Prevent Inspections

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

Executive Officers and Directors

The following table provides information regarding our executive officers and directors, including their ages as of December 31, 2023:

Executive Officers:

Zhengbin (Bing) Yao, Ph.D.

Chief Executive Officer and Chairman of Board

Winston Kung, MBA

Chief Financial Officer and Treasurer

Stuart Lutzker, M.D., Ph.D.

President of Research and Development and Director

Robin LaChapelle

Chief Operating Officer

James Kastenmayer, J.D., Ph.D.

General Counsel and Secretary

Non-Employee Directors:

Gordon, Ph.D., CFA (1)

James Healy, M.D., Ph.D.

Bahija Jallal, Ph.D.

(1) Member of the audit committee.

(2) Member of the compensation committee.

(3) Member of the nominating and corporate governance committee.

(4) Bahija Jallal, Ph.D.

resigned as a member of our board of directors and the compensation committee and the nominating and corporate governance committee, effective March 28, 2024.

Executive Officers

Zhengbin (Bing) Yao, Ph.D.

has served as a member of our board of directors since June 2021.

Yao brings more than 20 years’ experience in the biopharmaceutical industry.

Yao is currently our Chief Executive Officer and Chairman and a co-founder of ArriVent BioPharma.

Previously, Dr.

Yao served as Chief Executive Officer of Viela Bio, Inc., a clinical-stage biotechnology company focused on autoimmune and severe inflammatory diseases, from February 2018 and as Chairman of its board of directors from January 2019, until it was acquired by Horizon Therapeutics plc for $3.1 billion in March 2021.

From October 2010 to February 2018, Dr.

Yao served as Senior Vice President, Head of Respiratory, Inflammation, Autoimmune iMED at MedImmune.

Yao also served as Senior Vice President, Head of Immuno-Oncology Franchise, of AstraZeneca plc.

Prior to his tenure at MedImmune and AstraZeneca, Dr.

Yao served as Head of PTL for Immunology, Infectious Diseases, Neuroscience, and Metabolic Disease of Genentech.

Previously, Dr.

Yao was Vice President and Head of Research of Tanox, Inc., before it was acquired by Genentech in 2007.

Yao serves on the board of directors of NexImmune, Inc., a public biotechnology company and several private biotechnology companies.

Yao received his M.S.

in Immunology from Anhui Medical University in Anhui, China and his Ph.D.

in Microbiology and Immunology from the University of Iowa.

We believe that Dr.

Yao’s qualifications to serve on our board of directors include his significant experience in the biopharmaceutical industry, including serving in leadership positions at multiple public biotechnology companies, and his experience serving as a chief executive officer of a publicly-traded biotechnology company.

Winston Kung, MBA has served as our Chief Financial Officer and Treasurer since January 2024.

From December 2017 to January 2024, Mr.

Kung served as Chief Operating Officer and Chief Financial Officer at PMV Pharmaceuticals (Nasdaq:

PMVP), a precision oncology company.

From April 2013 to November 2017, Mr.

Kung worked at Celgene Corporation, a global biopharmaceutical company, where he held multiple positions, including Vice President of Business Development and Global Alliances, and Chief Business Officer at Celgene Cellular Therapeutics, Inc.

(a wholly-owned subsidiary of Celgene Corporation).

At Celgene, Mr.

Kung led the formation of a strategic long-range plan for the company, along with overseeing multiple transactions and a team that managed the company’s alliance portfolio of over 100 collaborations, equity investments and company integrations.

Prior to working at Celgene, Mr.

Kung worked at Citigroup Inc.

from June 2010 to April 2013 in its Global Healthcare Investment Banking group and at Lehman Brothers (which was subsequently acquired by Barclays Capital Inc.) from May 2007 to June 2010 in its Global Mergers and Acquisitions Group.

At Citigroup and Barclays, Mr.

Kung worked on various transactions including public and private financings, mergers and acquisitions, spin-outs and other financial advisory engagements.

From August 2004 to May 2007, Mr.

Kung worked at Amgen Inc.

AMGN), a global biopharmaceutical company, as a co-founder of the Alliance Management group, and served as the deal lead on multiple acquisitions as part of the Corporate Development group.

Kung also worked at Genentech, Inc., a biotechnology company (acquired by Roche Group in March 2009), from November 1999 to September 2002 as part of the Business and Corporate Development group.

Since September 2022, Mr.

Kung has served on the board of directors of Janux Therapeutics, Inc.

JANX), a biopharmaceutical company.

Kung previously served on the board of directors of Alliqua BioMedicial Inc.

ALQA), a provider of advanced wound care products, and GNS Healthcare, Inc., a private, healthcare artificial intelligence company.

Kung received a B.A.

in Biology and International Relations from Brown University and an MBA from Harvard Business School.

Stuart Lutzker, M.D., Ph.D.

has served as a member of our board of directors since June 2021.

Lutzker is our co-founder and President and Head of Research and Development, and has served in this role since February 2022.

Previously, Dr.

Lutzker served as our Chief Medical Officer from June 2021 to February 2022.

Lutzker joined us after a productive 17-year career at Genentech from April 2004 to March 2021, where he was Vice President and Head of Oncology, Early Clinical Development for 12 years and oversaw the early clinical phase development of Kadcyla ® , Polivy ® , Venclexta ® , Cotellic ® Lunsumio ® and Tecentriq ® , among others.

Lutzker received his bachelor’s degree in chemistry from Columbia University, and his M.D.

in biochemistry from Columbia University.

Lutzker is qualified to serve on our board of directors due to his significant experience in the biopharmaceutical industry, particularly in oncology drug development.

Robin LaChapelle is one of our co-founders and has served as our Chief Operating Officer since August 2023.

Previously, Ms.

LaChapelle was our Chief Administrative Officer since May 2021.

LaChapelle served as the Executive Director at RLT Consulting, a human resources consulting firm, from July 2019 to May 2021, and as Vice President, Human Relations, at AstraZeneca plc from May 2015 to June 2019, where she oversaw a team of over 50 employees.

LaChapelle received her bachelor’s degree in psychology from Indiana University, Bloomington, and her M.A.

degree in psychology from Loyola University Chicago.

James Kastenmayer, J.D., Ph.D.

has served as our General Counsel and Secretary since September 2023.

Previously, Mr.

Kastenmayer served as the General Counsel and Corporate Secretary of Aeglea BioTherapeutics, Inc., from July 2021 to March 2023, and additionally, the interim Chief Executive Officer of Aeglea BioTherapeutics, Inc., from August through November 2022.

Prior to Aeglea BioTherapeutics, Inc., Mr.

Kastenmayer served as General Counsel at Viela Bio, Inc.

from January 2020 to March 2021, where he provided strategic guidance and legal advice including advising the company in connection with the FDA approval and launch of Uplizna ® as well as the company’s acquisition by Horizon Therapeutics plc.

Prior to Viela Bio, he served in roles of increasing responsibility at AstraZeneca, from May 2012 to December 2019, including global legal director, where he advised on commercialization and market access strategies, collaboration agreements and handled legal proceedings, as well as senior patent director, accountable for delivering global IP estates for small and large molecule therapies.

Earlier in his career, Mr.

Kastenmayer served as IP counsel at MedImmune, and as an associate at an IP boutique firm.

Kastenmayer earned a J.D.

from Georgetown University Law Center, a Ph.D.

in biochemistry and cell and molecular biology from Michigan State University and a B.A.

in biology from the University of Virginia and is a registered patent attorney.

Non-Employee Directors

Gordon, Ph.D., CFA has served as a member of our board of directors since December 2022.

Gordon is a founding member and Managing Partner and Co-Head of Global Private Equity at OrbiMed Advisors LLC, an investment firm.

Gordon currently serves on the boards of directors of several public companies, including Adicet Bio, Inc., Compass Therapeutics Inc., Keros Therapeutics Inc., Kinnate Biopharma, Inc., and Terns Pharmaceuticals, Inc., as well as several private companies.

Gordon previously served on the boards of directors of several companies, including Alector Inc., Arsanis, Inc.

(which merged with X4 Pharmaceuticals, Inc.), Gemini Therapeutics Inc., (which merged with Disc Medicine, Inc.), ORIC Pharmaceuticals, Inc., Passage Bio Inc., Prevail Therapeutics Inc., SpringWorks Therapeutics Inc., Theseus Pharmaceuticals, Inc., and Turning Point Therapeutics, Inc.

Gordon received a B.A.

in Chemistry from Harvard College, a Ph.D.

in Molecular Biology from the Massachusetts Institute of Technology, and was a Fellow at The Rockefeller University.

We believe that Dr.

Gordon is qualified to serve on our board of directors due to his scientific expertise, extensive business experience, and experience in venture capital and the life sciences industry.

James Healy, M.D., Ph.D.

has served as a member of our board of directors since March 2023.

Healy has been a general partner at Sofinnova Investments, Inc., formerly Sofinnova Ventures, a biotechnology investment firm, since June 2000.

Prior to June 2000, Dr.

Healy held various positions at Sanderling Ventures, a venture capital firm, Bayer Healthcare Pharmaceuticals, as successor to Miles Laboratories, a research based pharmaceutical company, and ISTA Pharmaceuticals, Inc., a company specializing in ophthalmic pharmaceutical products.

Healy is currently on the board of directors of Natera, Inc., a diagnostics company, Bolt Therapeutics, Inc., a clinical-stage oncology therapeutics company;

Karuna Therapeutics Inc., a clinical-stage biopharmaceutical company;

Y-mAbs, an oncology biologics development company;

and several private companies.

Healy has previously served on the boards of directors of Ascendis Pharma A/S, Amarin Corporation, Auris Medical Holding AG, CinCor Pharma Inc., Coherus BioSciences, Inc., Edge Therapeutics, Inc., Hyperion Therapeutics, Inc., InterMune, Inc., Iterum Therapeutics plc, Anthera Pharmaceuticals, Inc., Durata Therapeutics, Inc., CoTherix, Inc., Movetis NV, NuCana plc, ObsEva SA;

and several private companies, as well as on the board of the National Venture Capital Association and the board of the Biotechnology Industry Organization.

Healy holds a Bachelor of Arts in Molecular Biology and in Scandinavian Studies from the University of California at Berkeley, and an M.D.

in Immunology from Stanford University

School of Medicine.

We believe that Dr.

Healy is qualified to serve on our board of directors due to his extensive scientific expertise, investment experience, and experience in venture capital and the life sciences industry.

Bahija Jallal, Ph.D.

has served as a member of our board of directors since February 2022.

Jallal is the Chief Executive Officer at Immunocore Holdings plc, and has served in this role since January 2019.

Prior to January 2019, Dr.

Jallal held various leadership positions at biopharmaceutical companies, including serving as the Executive Vice President at AstraZeneca, and the President at MedImmune, a subsidiary of AstraZeneca, from October 2013 to January 2019, and previously, as the Executive Vice President, Research and Development at MedImmune.

Jallal currently serves on the board of directors at Immunocore Holdings and Elevance Health, Inc., and has previously served on the board of directors at Guardant Health, Inc.

Jallal attended the Universite de Paris VI, where she obtained her diplome d’etudes approfondies (DEA) degree in physiology/biochemistry, M.S.

in biology, and Ph.D.

in Physiology.

We believe that Dr.

Jallal is qualified to serve on our board of directors due to her experience as the Chief Executive Officer of a global biotechnology company and years of leadership experience at biotechnology companies that provide new medicines to patients.

Nolet has served as a member of our board of directors since September 2023.

Nolet has more than 43 years of experience in various leadership roles in the audit profession and in the life sciences industry.

Nolet was an audit partner at Ernst & Young LLP (EY), a professional services firm, from November 2001 to June 2019.

While at EY, Mr.

Nolet led the West EY Life Sciences Industry Group.

He served on both the Executive Committee and Finance Committee (Chair) of the California Life Sciences industry association (and its predecessors) from 2000 to February 2024.

Nolet was also a member of the Finance & Investment Committee and Emerging Companies Section of BIO (the Biotechnology Innovation Organization).

Prior to EY, Mr.

Nolet was a partner at PricewaterhouseCoopers LLP from 1991 to 2001.

Nolet has served on the board of directors of Jasper Therapeutics, Inc.

since September 2021, has served on the board of directors of Revance Therapeutics, Inc.

since July 2019, and was on the board of directors of PolarityTE, Inc.

from April 2020 to January 2023.

He previously served on the board of directors of Ambrx Biopharma Inc.

from January 2021 to November 2021.

Nolet also served on the board of directors of Viela Bio, Inc.

from August 2019 until it was acquired in March 2021.

Nolet holds a B.S.

in Accounting from San Diego State University and is a retired Certified Public Accountant in California.

We believe that Mr.

Nolet is qualified to serve on our board of directors due to his experience working with dozens of life sciences companies ranging from growing venture-capital backed start-ups to Fortune 100 companies, and his financial expertise as a former audit partner and retired California Certified Public Accountant.

Board Composition

Our board of directors consists of six members with one vacancy.

All of our directors are members pursuant to the board composition provisions of our amended and restated certificate of incorporation and amended and restated bylaws.

Our nominating and corporate governance committee and our board of directors may therefore consider a broad range of factors relating to the qualifications and background of nominees, which may include diversity, which is not only limited to race, gender or national origin.

We have no formal policy regarding board diversity.

Our nominating and corporate governance committee’s and board of directors’ priority in selecting board members is identification of persons who will further the interests of our stockholders through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business, understanding of the competitive landscape and professional and personal experiences and expertise relevant to our growth strategy.

Our directors hold office until their successors have been elected and qualified or until the earlier of their death, resignation or removal.

Our amended and restated certificate of incorporation and amended and restated bylaws provide that our directors may be removed only for cause by the affirmative vote of the holders of at least 75% of the votes that all our stockholders would be entitled to cast in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.

Director Independence

Our common stock is listed on the Nasdaq Global Market.

Under the Nasdaq listing rules, independent directors must comprise a majority of a listed company’s board of directors within 12 months from the date of listing.

the Nasdaq listing rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent within 12 months from the date of listing.

Audit committee members must also satisfy additional independence criteria, including those set forth in Rule 10A-3 under the Exchange Act, and compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act.

Pursuant to Rule 10A-3, a minority of a company’s audit committee may be comprised of non-independent directors for a period of up to one year after becoming subject to Rule 10A-3 under the Exchange Act.

Under Nasdaq listing rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In order to be considered independent for purposes of Rule 10A-3 under the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee:

(1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries, other than compensation for board service;

or (2) be an affiliated person of the listed company or any of its subsidiaries.

In order to be considered independent for purposes of Rule 10C-1, the board of directors must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to:

the source of compensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director, and whether the director is affiliated with the company or any of its subsidiaries or affiliates.

Our board of directors has determined that all members of our board of directors, except Carl L.

Gordon, Ph.D., CFA, only with respect to the requirements of Rule 10A-3 under the Exchange Act, and Zhengbin (Bing) Yao, Ph.D.

and Stuart Lutzker, M.D., Ph.D.

are independent directors, including for purposes of the rules of Nasdaq and relevant federal securities laws and regulations.

In making such independence determinations, our board of directors considered the relationships that each nonemployee director has with us and all other facts and circumstances that our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

In considering the independence of the directors listed above, our board of directors considered the association of our directors with the holders of more than 5% of our common stock.

There are no family relationships among any of our directors or executive officers.

Zhengbin (Bing) Yao, Ph.D.

and Stuart Lutzker, M.D., Ph.D.

are not independent directors under these rules because each is an executive officer.

Classified Board

In accordance with the terms of our amended and restated certificate of incorporation and amended and restated bylaws, our board of directors are divided into three staggered classes of directors.

At each annual meeting of the stockholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring.

The terms of the directors will expire upon the election and qualification of successor directors at the annual meeting of stockholders to be held during the years 2025 for Class I directors, 2026 for Class II directors and 2027 for Class III directors:

● our Class I director is Carl L.

Gordon, Ph.D., CFA;

● our Class II directors are James Healy, M.D., Ph.D.

and Stuart Lutzker, M.D., Ph.D.;

● our Class III directors are Zhengbin (Bing) Yao, Ph.D., Bahija Jallal, Ph.D.

Our amended and restated certificate of incorporation and amended and restated bylaws provide that the number of our directors shall be fixed from time to time by a resolution of the majority of our board of directors.

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes.

The division of our board of directors into three classes with staggered three-year terms may delay or prevent stockholder efforts to effect a change of our management or a change in control.

Committees of the Board of Directors and Meetings

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee, each of which operates pursuant to a charter adopted by our board of directors.

The board of directors may also establish other committees from time to time to assist us and our board of directors.

The composition and functioning of all of our committees complies with all applicable requirements of the Sarbanes-Oxley Act of 2002, Nasdaq and SEC rules and regulations, subject to any applicable transition or phase-in periods.

Each committee’s charter is available on our website at https://arrivent.com/ .

The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be part of this Annual Report.

Audit Committee

Our audit committee met three (3) times during our fiscal year ended December 31, 2023.

Our audit committee is comprised of Carl L.

Gordon, Ph.D., CFA, James Healy, M.D., Ph.D., and Chris W.

Nolet, with Mr.

Nolet serving as chair of the committee.

Our board of directors has determined that each member of the audit committee meets the independence requirements under the Nasdaq listing standards and Rule 10A-3 of the Exchange Act, with the exception of Dr.

Gordon with respect to the requirements of Rule 10A-3 under the Exchange Act, and has sufficient knowledge in financial and auditing matters to serve on the audit committee, including the capacity to read and understand fundamental financial statements in accordance with applicable requirements.

Although our board of directors has determined that Dr.

Gordon is an “independent director” as defined under the applicable Nasdaq listing rules, it has also determined that he does not meet the additional requirements of independence applicable to audit committee members of a listed issuer under Rule 10A-3 under the Exchange Act because he is a founding member and Managing Partner and Co-Head of Global Private Equity of OrbiMed Advisors LLC, which indirectly owns one of our stockholders that beneficially holds greater than 10% of our stock.

However, our board of directors determined that it was in our best interest to appoint Dr.

Gordon to the audit committee due to his scientific expertise, extensive business experience, and experience in venture capital and the life sciences industry.

Our board of directors has determined that Mr.

Nolet is an “audit committee financial expert” within the meaning of the SEC regulations and the applicable rules of Nasdaq.

The audit committee’s responsibilities include:

● selecting a firm to serve as the independent registered public accounting firm to audit our financial statements;

● ensuring the independence of the independent registered public accounting firm;

● discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and that firm, our interim and year-end operating results;

● establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;

● considering the effectiveness of our internal controls and internal audit function;

● reviewing material related-party transactions or those that require disclosure;

● approving or, as permitted, pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm.

Compensation Committee

Our compensation committee met two (2) times during our fiscal year ended December 31, 2023.

Our compensation committee is comprised of Bahija Jallal, Ph.D.

Nolet, with Dr.

Jallal serving as chair of the committee.

Each member of this committee is a non-employee director, as defined by Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended.

Our board of directors has determined that each member of the compensation committee is “independent” as defined in the rules of Nasdaq.

The composition of our compensation committee meets the requirements for independence under

the listing standards of Nasdaq, including the applicable transition rules.

Our compensation committee is comprised of only directors that are independent under the rules of Nasdaq.

The compensation committee’s responsibilities include:

● annually reviewing and recommending to the board of directors the corporate goals and objectives relevant to the compensation of our Chief Executive Officer;

● evaluating the performance of our Chief Executive Officer in light of such corporate goals and objectives and, based on such evaluation, recommending to the board of directors the cash compensation of our Chief Executive Officer;

● reviewing and approving, or recommending that our board of directors approve, the compensation of our executive officers;

● reviewing and recommending to our board of directors the compensation of our directors;

● reviewing and recommending to our board of directors the terms of any compensatory agreements with our executive officers;

● administering our stock and equity incentive plans;

● reviewing and approving, or making recommendations to our board of directors with respect to, incentive compensation and equity plans;

● reviewing and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters and evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq rules;

● retaining and approving the compensation of any compensation advisors;

● preparing the compensation committee report required by SEC rules, if and when required, to be included in our annual proxy statement;

● reviewing all overall compensation policies and practices.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee did not meet during our fiscal year ended December 31, 2023.

Our nominating and corporate governance committee is comprised of James Healy, M.D., Ph.D.

and Bahija Jallal, Ph.D., with Dr.

Healy serving as chair of the committee.

Our board of directors has determined that each member of the nominating and corporate governance committee is “independent” as defined in the applicable rules of Nasdaq.

The nominating and corporate governance committee’s responsibilities include:

● identifying and recommending candidates for membership on our board of directors;

● recommending directors to serve on our board committees;

● reviewing and recommending our corporate governance guidelines and policies;

● reviewing proposed waivers of the code of conduct for directors and executive officers;

● evaluating, and overseeing the process of evaluating, the performance of our board of directors and individual directors;

● assisting our board of directors on corporate governance matters.

Meeting Attendance

During our fiscal year ended December 31, 2023, there were five (5) meetings of our board of directors, and the various committees of our board of directors met a total of five (5) times.

No director attended fewer than 75% of the total number of meetings of our board of directors and of committees of our board of directors on which he or she served

during fiscal 2023, except for Bahija Jallal, Ph.D., who attended five (5) of the applicable seven (7) meetings of the board and committees of the board on which she served that were held during 2023.

Our board of directors has adopted a policy under which each member of our board of directors is strongly encouraged but not required to attend each annual meeting of our stockholders.

Leadership Structure and Risk Oversight

Our board of directors is currently chaired by Zhengbin (Bing) Yao, Ph.D., who also serves as our Chief Executive Officer.

Our board of directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the board of directors, as our board of directors believes it is in our best interest to make that determination based on our position and direction and the membership of the board of directors.

Our board of directors has determined that having an employee director serve as Chairman is in the best interest of our stockholders at this time because of the efficiencies achieved in having the role of Chief Executive Officer and Chairman combined, and because the detailed knowledge of our day-to-day operations and business that the Chief Executive Officer possesses greatly enhances the decision-making processes of our board of directors as a whole.

We have a governance structure in place, including independent directors, designed to ensure the powers and duties of the dual role are handled responsibly.

We do not have a lead independent director.

Our board of directors oversees the management of risks inherent in the operation of our business and the implementation of our business strategies.

Our board of directors performs this oversight role by using several different levels of review.

In connection with its reviews of our operations and corporate functions, our board of directors addresses the primary risks associated with those operations and corporate functions.

In addition, our board of directors reviews the risks associated with our business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies.

Each of our board committees also oversees the management of our risks that fall within the committee’s areas of responsibility.

In performing this function, each committee has full access to management, as well as the ability to engage advisors.

Our Chief Executive Officer reports to the audit committee and is responsible for identifying, evaluating and implementing risk management controls and methodologies to address any identified risks.

In connection with its risk management role, our audit committee meets privately with representatives from our independent registered public accounting firm and our Chief Executive Officer.

The audit committee oversees the operation of our risk management program, including the identification of the primary risks associated with our business and periodic updates to such risks, and reports to our board of directors regarding these activities.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee has at any time during the last fiscal year been one of our officers or employees.

None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

For a description of transactions between us and members of our compensation committee and affiliates of such members, please see the “Certain Relationships and Related Transactions, and Director Independence” section of this Annual Report.

Board Diversity

We believe that our board of directors should be diverse, including a diversity of experience, competency in relevant fields, gender, race, ethnicity and age.

In making determinations regarding nominations of directors, our nominating and corporate governance committee takes into account the benefits of diverse viewpoints.

Our nominating and corporate governance committee will also consider these and other factors as it oversees the annual board of directors and committee evaluations.

The table below provides certain information regarding the diversity of our board of directors:

Board Diversity Matrix (As of March 22, 2024)

Total Number of Directors

Did not Disclose Gender

Gender Identity:

Number of Directors Who Identify in Any of the Categories Below:

African American or Black

Alaskan Native or Native American

Hispanic or Latinx

Native Hawaiian or Pacific Islander

Two or More Races or Ethnicities

Persons with Disabilities

Did Not Disclose Demographic Background

Corporate Code of Conduct and Ethics

We have adopted a corporate code of conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting.

Our code of business conduct and ethics is available on our website at https://arrivent.com/ .

The information on our website is deemed not to be incorporated in this Annual Report or to be a part of this Annual Report.

We intend to disclose any amendments to such code, or any waivers of its requirements, on our website or in a Current Report on Form 8-K.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, officers and beneficial owners of more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in the ownership of our common stock and other equity securities.

Such persons are required to furnish us copies of all Section 16(a) filings.

Based upon a review of the forms filed with the SEC, we believe that our officers, directors and beneficial owners of more than 10% of our common stock complied with all applicable filing requirements during our fiscal year ended December 31, 2023.

The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Management and Corporate Governance,” “Corporate Code of Conduct” and “Insider Trading Policies” in our Proxy Statement for the 2025 Annual Meeting of Stockholders expected to be held on June 18, 2025.

Executive Compensation

Summary Compensation Table

The following table sets forth information regarding compensation earned with respect to our fiscal years ended December 31, 2023 and December 31, 2022 by our principal executive officer and the two next most highly compensated executive officers who earned more than $100,000 during our fiscal year ended December 31, 2023, and were serving as executive officers as of such date, who are referred to as our named executive officers for 2023.

To date, the compensation of our named executive officers has consisted of a combination of base salary, bonuses and long-term incentive compensation in the form of stock options.

Our named executive officers, like all full-time employees, are eligible to participate in our 401(k) plan.

We expect to evaluate our compensation values and philosophy and compensation plans and arrangements as circumstances require.

Incentive Plan

Name and Principal Position

Zhengbin (Bing) Yao, Ph.D.

Chief Executive Officer and President

Stuart Lutzker, M.D., Ph.D.

President of Research and Development

Robin LaChapelle (10)

Chief Operating Officer

(1) The amounts reported in the column for 2022 represent the prorated amount of the annual base salary earned by each of our named executive officers to reflect the increase in their respective annual base salaries, effective as of February 1, 2022.

The amounts reported in the column for 2023 represent the prorated amount of the annual base salary earned by each of our named executive officers to reflect the increase in their respective annual base salaries, effective as of February 1, 2023.

(2) The respective amounts in this column represent the aggregate grant date fair value of option awards granted during the applicable fiscal year, computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718.

A discussion of the assumptions used in determining grant date fair value may be found in Note 9 to our annual financial statements.

(3) The amounts reported in this column for 2022 represent cash bonuses earned by each of our named executive officers during 2022 and paid in 2023 in accordance with the terms of our executives’ offer letters based upon satisfaction of performance goals with respect to performance during our fiscal year ended December 31, 2022.

The amounts reported in this column for 2023 represent cash bonuses earned by each of our named executive officers during 2023 and paid in February 2024 in accordance with the terms of our executives’ offer letters based upon satisfaction of performance goals with respect to performance during our fiscal year ended December 31, 2023.

(4) The respective amounts in this column represent matching contributions to the 401(k) plan for the applicable year.

(5) For 2022, the amount represents option awards granted to Dr.

Yao to purchase up to an aggregate of 245,231 shares of our common stock at an exercise price of $2.28 under the 2021 Plan.

For 2023, the amount represents option awards granted to Dr.

Yao to purchase up to an aggregate of 141,353 shares of our common stock at an exercise price of $3.65 under the 2021 Plan.

(6) For 2022, the amount represents option awards granted to Dr.

Lutzker to purchase up to an aggregate of 67,718 shares of our common stock at an exercise price of $2.28 under the 2021 Plan.

For 2023, the amount represents option awards granted to Dr.

Lutzker to purchase up to an aggregate of 42,734 shares of our common stock at an exercise price of $3.65 under the 2021 Plan.

(7) During our fiscal year ended December 31, 2022, Ms.

LaChapelle worked on a reduced-hours schedule and Ms.

LaChapelle’s salary reported above reflects a pro rata adjustment of her 2022 base salary of $362,250.

Beginning January 1, 2023, Ms.

LaChapelle ceased working on a reduced schedule.

(8) For 2022, the amount represents option awards granted to Ms.

LaChapelle to purchase up to an aggregate of 43,720 shares of our common stock at an exercise price of $2.28 under the 2021 Plan.

For 2023, the amount represents option awards granted to Ms.

LaChapelle to purchase up to 31,229 shares of our common stock at an exercise price of $3.65 and option awards to purchase up to 59,171 shares of our common stock at an exercise price of $6.24 under the 2021 Plan.

Lutzker has served as our President of Research and Development since January 25, 2022.

Previously, Dr.

Lutzker served as our Chief Medical Officer beginning June 1, 2021.

LaChapelle has served as our Chief Operating Officer since August 7, 2023.

Previously, Ms.

LaChapelle served as our Chief Administrative Officer beginning June 1, 2021.

Narrative Disclosure to Summary Compensation Table

Base Salaries

Each named executive officer’s base salary is a fixed component of annual compensation for performing specific duties and functions, and has been established by our board of directors taking into account each individual’s role, responsibilities, skills and expertise.

Base salaries are reviewed annually, typically in connection with our annual performance review process, approved by our board of directors and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience.

Our annual cash incentive program is designed to reward the achievement of corporate objectives and individual performance.

Our named executive officers are eligible to receive annual cash incentive awards, with the target bonus opportunity determined as a percentage of their base salary.

Bonus payments are based upon the assessments of individual and company performance measured against prospectively determined objectives, including pipeline development, financial and strategic goals, as determined by our board of directors.

During our fiscal year ended December 31, 2022, the target annual bonuses for Dr.

Lutzker and Ms.

LaChapelle were 50%, 40% and 40% of their base salary, respectively.

The annual bonus earned by each named executive officer with respect to our fiscal year ended December 31, 2022 is reported under the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table” above.

During our fiscal year ended December 31, 2023, the target annual bonuses for Dr.

Lutzker and Ms.

LaChapelle remained at 50%, 40% and 40% of their base salary, respectively.

The annual bonus earned by each named executive officer with respect to our fiscal year ended December 31, 2023 is reported under the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table” above.

Equity Compensation

Although we do not have a formal policy with respect to the grant of equity incentive awards to our executive officers, we believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders.

In addition, we believe that equity grants promote executive retention because they incentivize our executive officers to remain in our employment during the vesting period.

Accordingly, our board of directors periodically reviews the equity incentive compensation of our named executive officers and may grant equity incentive awards to them from time to time.

Our named executive officers have been granted certain options to purchase shares of our common stock, as described in more detail in the “Outstanding Equity Awards at December 31, 2023” table below.

Offer Letters

We have entered into offer letters with each of our named executive officers in connection with their employment with us, the material terms of which are described below.

These offer letters provide for “at will” employment.

Each of the named executive officers, as well as Winston Kung, MBA, our Chief Financial Officer and Treasurer, is a participant in our 2023 Executive Severance Plan (the Severance Plan), the terms of which are described below.

Zhengbin (Bing) Yao, Ph.D.

has served as our Chief Executive Officer since June 1, 2021.

We entered into an offer letter with Dr.

Yao with respect to his service as Chief Executive Officer on May 5, 2021.

Under the terms of the offer letter, Dr.

Yao was initially entitled to an annual base salary of $500,000, and was initially eligible to receive a target bonus of 45% of his base salary, with the actual amount of such bonus based on achievement of individual and corporate goals in the discretion of our board of directors.

In connection with Dr.

Yao’s employment with us, on May 13, 2021, we entered into a Founder Share Restriction Agreement to purchase founder shares (Founder Shares) with Dr.

Yao, pursuant to which 599,663 shares of our common stock were issued to Dr.

On December 19, 2022, our board of directors approved an increase in the annual base salary of Dr.

Yao to $538,200, effective as of February 1, 2023.

Yao’s annual target bonus was increased to 50% of his annual base salary.

On December 21, 2023, our board of directors approved an increase in the annual base salary of Dr.

Yao to $560,000, effective as of February 1, 2024.

Yao’s 2024 annual target bonus remains at 50% of his annual salary.

For our fiscal year ended December 31, 2022, Dr.

Yao was paid an annual bonus of $258,021.

For our fiscal year ended December 31, 2023, Dr.

Yao earned an annual bonus of $241,414, which was paid in February 2024.

Yao was also granted option awards to purchase up to an aggregate of 245,231 shares of our common stock on February 1, 2022 and option awards to purchase up to an aggregate of 141,353 shares of our common stock on February 1, 2023.

On January 1, 2024, Dr.

Yao was granted option awards to purchase up to an aggregate of 264,574 shares of our common stock.

The option awards granted to Dr.

Yao are subject to a four-year vesting schedule, with 25% vesting one year after the grant date and the balance vesting monthly over the remaining three years, subject to Dr.

Yao’s continued service through each vesting date.

By signing the offer letter, Dr.

Yao agreed to honor his contractual obligations against disclosing proprietary or trade secret information acquired during prior employment and certified his ability to perform his duties and responsibilities to us without violating his post-employment obligations to former employers.

In addition, Dr.

Yao agreed not to engage in other employment or activities that conflict with our business during his employment or bring third-party confidential information to us and utilize such information in performing his duties for us.

Stuart Lutzker, M.D., Ph.D.

has served as our President of Research and Development since January 25, 2022.

He previously served as our Chief Medical Officer beginning June 1, 2021.

We entered into an offer letter, dated as of May 1, 2021, with Dr.

Lutzker with respect to his service as Chief Medical Officer on May 7, 2021.

Under the terms of the offer letter, Dr.

Lutzker was initially entitled to an annual base salary of $420,000, and was initially eligible to receive a target bonus of 30% of his base salary, with the actual amount of such bonus based on achievement of individual and corporate goals in the discretion of our board of directors.

In connection with Dr.

Lutzker’s employment with us, on May 13, 2021, we entered into a Founder Share Restriction Agreement with Dr.

Lutzker to purchase Founder Shares, pursuant to which 144,497 Founder Shares were issued to Dr.

On December 19, 2022, our board of directors approved an increase in the annual base salary of Dr.

Lutzker to $478,400, effective as of February 1, 2023.

Lutzker’s annual target bonus was increased to 40% of his annual base salary.

On December 21, 2023, our board of directors approved an increase in the annual base salary of Dr.

Lutzker to $497,536, effective as of February 1, 2024.

Lutzker’s 2024 annual target bonus remains at 40% of his annual salary.

For our fiscal year ended December 31, 2022, Dr.

Lutzker was paid an annual bonus of $182,667.

For our fiscal year ended December 31, 2023, Dr.

Lutzker earned an annual bonus of $219,359, which was paid in February 2024.

Lutzker was also granted option awards to purchase up to an aggregate of 67,718 shares of our common stock on February 1, 2022 and option awards to purchase up to an aggregate of 42,734 shares of our common stock on February 1, 2023.

On January 1, 2024, Dr.

Lutzker was granted option awards to purchase up to an aggregate of 49,309 shares of our common stock.

The option awards granted to Dr.

Lutzker are subject to a four-year vesting schedule, with 25% vesting one year after the grant date and the balance vesting monthly over the remaining three years, subject to Dr.

Lutzker’s continued service through each vesting date.

By signing the offer letter, Dr.

Lutzker agreed to honor his contractual obligations against disclosing proprietary or trade secret information acquired during prior employment and certified his ability to perform his duties and responsibilities to us without violating his post-employment obligations to former employers.

In addition, Dr.

Lutzker agreed not to engage in other employment or activities that conflict with our business during his employment or bring third-party confidential information to us and utilize such information in performing his duties for us.

Robin LaChapelle

Robin LaChapelle has served as our Chief Operating Officer since August 7, 2023.

She previously served as our Chief Administrative Officer beginning June 1, 2021.

We entered into an offer letter with Ms.

LaChapelle with respect to her service as Chief Administrative Officer on May 21, 2021.

Under the terms of the offer letter, Ms.

LaChapelle was initially entitled to an annual base salary of $262,500 based on a reduced work schedule, and was initially eligible to receive a target bonus of 30% of her base salary, with the actual amount of such bonus based on achievement of individual and corporate goals in the discretion of our board of directors.

In connection with Ms.

LaChapelle’s employment with us, on May 13, 2021, we entered into a Founder Share Restriction Agreement with Ms.

LaChapelle to purchase Founder Shares, pursuant to which 72,248 Founder Shares were issued to Ms.

On December 19, 2022, our board of directors approved an increase in the annual base salary of Ms.

LaChapelle to $406,851, effective as of February 1, 2023.

Effective February 1, 2023, Ms.

LaChapelle’s annual target bonus was increased to 40% of her annual base salary.

On December 21, 2023, our board of directors approved an increase in the annual base salary of Ms.

LaChapelle to $423,125, effective as of February 1, 2024.

LaChapelle’s 2024 annual target bonus remains at 40% of her annual salary.

For our fiscal year ended December 31, 2022, Ms.

LaChapelle was paid an annual bonus of $127,667.

For our fiscal year ended December 31, 2023, Ms.

LaChapelle earned an annual bonus of $180,614, which was paid in February 2024.

LaChapelle was also granted option awards to purchase up to an aggregate of 43,720 shares of our common stock on February 1, 2022, option awards to purchase up to an aggregate of 31,229 shares of our common stock on February 1, 2023, and option awards to purchase up to an aggregate of 59,171 shares of our common stock on August 22, 2023.

On January 1, 2024, Ms.

LaChapelle was granted option awards to purchase up to an aggregate of 49,309 shares of our common stock.

The option awards granted to Ms.

LaChapelle are subject to a four-year vesting schedule, with 25% vesting one year after the grant date and the balance vesting monthly over the remaining three years, subject to Ms.

LaChapelle’s continued service through each vesting date.

By signing the offer letter, Ms.

LaChapelle agreed to honor her contractual obligations against disclosing proprietary or trade secret information acquired during prior employment and certified her ability to perform her duties and responsibilities to us without violating her post-employment obligations to former employers.

In addition, Ms.

LaChapelle agreed not to engage in other employment or activities that conflict with our business during her employment or bring third-party confidential information to us and utilize such information in performing her duties for us.

Outstanding Equity Awards at December 31, 2023

The following table shows grants of stock options outstanding on the last day of our fiscal year ended December 31, 2023, to each of the executive officers named in the Summary Compensation Table.

Option Awards (1)(2)

Unexercisable

Zhengbin (Bing) Yao, Ph.D.

Stuart Lutzker, M.D., Ph.D.

Robin LaChapelle

(1) Each of the outstanding equity awards in the table above was granted pursuant to the 2021 Plan.

(2) The vesting of all options is as follows:

25% of the shares subject to the option will vest on the first anniversary of the grant date, with the remaining 75% of the shares vesting in equal monthly installments on the last day of each of the following 36 months;

provided that the option holder remains employed by us on each vesting date (except as otherwise provided in the option agreement or the 2021 Plan).

Compensation Risk Assessment

We believe that although a portion of the compensation provided to our executive officers and other employees is performance-based, our executive compensation program does not encourage excessive or unnecessary risk taking.

This is primarily due to the fact that our compensation programs are designed to encourage our executive officers and other employees to remain focused on both short-term and long-term strategic goals.

As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on us.

Potential Payments upon Termination or Change-In-Control

Executive Severance Plan

Each of our named executive officers, as well as Winston Kung, MBA, our Chief Financial Officer and Treasurer, is a participant in the Severance Plan.

Under the Severance Plan, if we terminate a participant’s employment without “Cause” at any time other than during the “Change in Control Period”, then the participant is eligible to receive the following benefits:

Severance is payable in the form of salary continuation.

Yao, the severance amount is equal to 1.5 times Dr.

Yao’s then-current base salary and pro-rated target bonus.

LaChapelle and Mr.

Kung, the severance amount is equal to 1.25 times their respective then-current base salary and pro-rated target bonus.

● We will pay the participant a pro-rated bonus for the year in which the participant’s termination becomes effective equal to the participant’s then-current target bonus multiplied by a fraction, the numerator of which is the number of days the participant remained employed during that year and the denominator of which is 365.

● We will pay on the participant’s behalf or reimburse the participant the full monthly cost of the health benefits, including the continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA) during the applicable 18 or 15 month severance period.

● We will pay for outplacement services, up to certain specified limits.

Under the Severance Plan, if we terminate a participant’s employment without “Cause” or a participant resigns for “Good Reason”, during the “Change in Control Period”, then the participant is eligible to receive the following benefits:

Severance is payable in a single lump sum.

Yao, the severance amount is equal to 2 times Dr.

Yao’s then-current base salary and target bonus.

LaChapelle and Mr.

Kung, the severance amount is equal to 1.5 times their respective then-current base salary and target bonus.

● We will pay the participant a bonus equal to the participant’s then-current target bonus for the year in which the participant’s termination becomes effective.

● We will pay on the participant’s behalf or reimburse the participant the full monthly cost of the health benefits, including continuation coverage under COBRA during the applicable 24 or 18 month severance period.

● Any outstanding unvested equity awards held by the participant under our then-current outstanding equity incentive plan(s) will become fully vested on the date the termination of such participant’s employment becomes effective and the period in which to exercise any outstanding stock options will be extended to the first anniversary of the date the termination of the participant’s employment became effective.

● We will pay for outplacement services, up to certain specified limits.

The following terms have the following meanings under the Severance Plan:

● “Cause” means a participant’s:

(i) act of gross negligence or insubordination or a material breach of our policies and procedures, which act or breach is not cured within fifteen (15) days after a written demand for cure is received by participant from us which specifically identifies the act or breach on which we predicates the participant’s termination of employment for Cause;

(ii) material breach of our code of conduct, equal opportunity and anti-harassment policies, or compliance policies (which may include, but not be limited to, a code of business conduct, an anti-bribery policy, a competition policy, and a policy on healthcare business ethics);

(iii) commission, indictment, conviction, or entry of a plea of guilty or nolo contendere to, a felony or any other crime involving fraud, dishonesty, theft, breach of trust or moral turpitude;

(iv) engagement in misconduct which results in, or could reasonably be expected to result in, material injury to our financial condition, reputation, or ability to do business;

(v) material breach of a written agreement with us, including any confidentiality, invention assignment or other employee restrictions agreement;

(vi) violation of state or federal securities laws or regulations;

or (vii) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by us to cooperate, willful destruction or failure to preserve documents or other materials relevant to such investigation, or willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.

● “Good Reason” shall mean the occurrence of any of the following without participant’s prior consent:

(i) a material decrease in participant’s base salary or bonus opportunity;

(ii) a material diminution in participant’s title, reporting relationship, duties or responsibilities;

(iii) a material diminution in the aggregate employee benefits and material perquisites provided to participant;

(iv) a relocation of participant’s primary office by more than thirty-five (35) miles from participant’s then-current location (unless the new location is closer to the participant’s primary residence);

and (v) the failure by any successor to us or any acquiring corporation to explicitly assume the Severance Plan and our obligations thereunder and maintain the Severance Plan in effect for a period of at least twenty-four (24) months.

● “Change in Control” is defined as a transaction or a series of related transactions in which:

(i) all or substantially all of our assets are transferred to any “person” or “group” (as such terms are defined in the Exchange Act);

(ii) any person or group, other than person or group who prior to such acquisition is a “beneficial owner” (as defined under the Exchange Act), directly or indirectly, of any of our equity, becomes the “beneficial owner”, directly or indirectly, of our outstanding equity representing more than 50% of the total voting power of our then-outstanding equity;

(iii) we undergo a merger, reorganization or other consolidation in which the holders of our outstanding equity immediately prior to such merger, reorganization or consolidation directly or indirectly own less than 50% of the surviving entity’s voting power immediately after the transaction;

or (iv) if within any rolling twelve month period, the persons who were our directors at the beginning of such twelve month period, or the incumbent directors, cease to constitute at least a majority of such board of directors;

provided that any director who was not a director at the beginning of such twelve (12) month period will be deemed to be an incumbent director if that director was elected to the board of directors by, or on the recommendation of or with the approval of, a majority of the directors who then qualified as incumbent directors.

Any of (i) through (iv) above may constitute a Change in Control, provided that the Change in Control meets all of the requirements of a “change in the ownership of a corporation,” a “change in the effective ownership of a corporation,” or “a change in the ownership of a substantial portion of the corporation’s assets,” each within the meaning of Treasury Regulation §1.409A-3(i)(5).

● “Change in Control Period” means:

(i) the twenty-four (24) month period beginning on the date of a Change in Control;

(ii) any such time prior to a Change in Control where the successor or acquiring entity in the Change in Control requests for the termination of a participant’s employment without Cause;

or (iii) any such time prior to a Change in Control where we terminate a participant’s employment without Cause in connection with or in anticipation of a Change in Control.

Director Compensation

We did not pay any compensation, make any equity awards or non-equity awards to or pay any other compensation to any of the non-employee members of our board of directors in our fiscal year ended December 31, 2023 for their services as members of the board of directors except for Bahija Jallal, Ph.D., who received an option award to purchase 6,574 shares of our common stock under the 2021 Plan in connection with her service as a member of the board of directors in February 2023, and Chris W.

Nolet who received an option award to purchase 16,436 shares of our common stock under the 2021 Plan in connection with his service as a member of the board of directors in September 2023.

The following table provides information concerning compensation earned by our non-employee directors during our fiscal year ended December 31, 2023:

Fees Earned or

Paid in Cash ($)

Option Awards ($) (1)

Gordon, Ph.D., CFA

James Healy, M.D., Ph.D.

Bahija Jallal, Ph.D.

(1) Represents the aggregate grant date fair value of option awards granted to Dr.

Jallal and Mr.

Nolet in 2023.

The amount has been computed in accordance with FASB ASC Topic 718.

A discussion of the assumptions used in determining grant date fair value may be found in Note 9 to our annual financial statements.

Non-Employee Director Compensation Policy

We have adopted a policy with respect to the compensation payable to our non-employee directors, other than any director that is affiliated with an institutional investor that held shares of our Series A or Series B convertible preferred stock prior to closing of our initial public offering in January 2024, which became effective upon the completion of our initial public offering.

Under this policy, each such non-employee director is eligible to receive compensation for his or her service consisting of annual cash retainers and equity awards.

Lutzker will not receive separate compensation from us for serving as members of our board of directors.

Our non-employee directors will receive the following annual retainers for their service:

Audit Committee Chair

Compensation Committee Chair

Nominating and Corporate Governance Committee Chair

Equity awards for non-employee directors will consist of (i) an initial equity award consisting of options to purchase shares of our common stock, with a grant date fair value of $235,000, upon first appointment to the board of directors, vesting on the first anniversary of the date of the grant and (ii) annual equity awards consisting of options to purchase shares of our common stock, with a grant date fair value of $235,000, vesting on the date of the next annual meeting of stockholders following the grant date.

The term of each option will be ten years, subject to earlier termination as provided in the 2024 Plan.

Directors may be reimbursed for travel, food, lodging and other expenses directly related to their service as directors.

Directors are also entitled to the protection provided by their indemnification agreements and the indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws.

Equity Compensation Plan and Other Benefit Plans

Equity Compensation Plans

Our equity compensation plans were established to attract, retain and motivate our employees, officers, directors, consultants, agents, advisors and independent contractors by providing them with the opportunity to acquire a proprietary interest in us and to align their interests and efforts with the long-term interests of our stockholders.

On June 9, 2021, our board of directors adopted, and our stockholders approved the 2021 Plan.

On October 12, 2023, our board of directors adopted the 2024 Equity Incentive Plan (the 2024 Plan, collectively with the 2021 Plan, the Plans).

The Plans provide for, among other things, grants of stock options, restricted stock units, restricted stock and other stock-based awards to employees, directors, consultants who provide services to us and our affiliates.

We have 3,952,835 shares of our common stock reserved for issuance under the 2024 Plan (plus any shares available for future grants under our 2021 Plan and any shares underlying outstanding stock awards granted under our 2021 Plan that expire or are repurchased, forfeited, cancelled or withheld).

Since our 2024 Plan has been approved by our stockholders, we will not make any additional grants under the 2021 Plan.

Other Benefits

All of our current named executive officers are eligible to participate in our employee benefit plans, including our medical, dental, vision, life and disability insurance plans, in each case on the same basis as all of our other employees.

We maintain a 401(k) plan for employees.

The 401(k) plan is intended to qualify under Section 401(k) of the Internal Revenue Service Code of 1986, as amended, so that contributions to the 401(k) plan by employees or by us, and the investment earnings thereon, are not taxable to the employees until withdrawn from the 401(k) plan, and so that contributions by us, if any, will be deductible by us when made.

Under the 401(k) plan, our employees may elect to

reduce their current compensation by up to the statutorily prescribed annual limit and to have the amount of such reduction contributed to the 401(k) plan, and we make a matching contribution of 100% of salary deferral contributions up to 4% of pay for each payroll period.

Rule 10b5-1 Sales Plans

Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis.

Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from the director or officer.

The director or officer may amend or terminate the plan in limited circumstances.

Our directors and executive officers may also buy or sell additional shares of our common stock outside of a Rule 10b5-1 plan when they are not in possession of material, nonpublic information.

The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Management and Corporate Governance” in our Proxy Statement for the 2025 Annual Meeting of Stockholders expected to be held on June 18, 2025.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 22, 2024 for:

● each person or group of affiliated persons known by us to be the beneficial owner of more than five percent of our capital stock;

● each of our directors;

● each of our named executive officers;

● all of our current directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

Under those rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power.

Except as noted by footnote, and subject to community property laws where applicable, we believe, based on the information provided to us, that the persons and entities named in the table below have sole voting and investment power with respect to all common stock shown as beneficially owned by them.

The percentage of beneficial ownership in the table below is based on 33,493,750 shares of common stock outstanding as of March 22, 2024.

Options to purchase shares of common stock that are exercisable within 60 days of March 22, 2024 are deemed to be beneficially owned by the persons holding these options for the purpose of

computing percentage ownership of that person, but are not treated as outstanding for the purpose of computing any other person’s ownership percentage.

Percentage of Shares

Name and Address of Beneficial Owner (1)

Beneficially Owned

Greater than 5% Stockholders:

LAV Fund VI, L.P.

Entities affiliated with Octagon Capital Advisors LP (3)

Entities affiliated with OrbiMed (4)

Sofinnova Venture Partners XI, L.P.

Entities affiliated with Hillhouse Investment Management, Ltd.

Named Executive Officers and Directors:

Zhengbin (Bing) Yao, Ph.D.

Stuart Lutzker, M.D., Ph.D.

Robin LaChapelle (9)

Gordon, Ph.D., CFA (10)

James Healy, M.D., Ph.D.

Bahija Jallal, Ph.D.

All current executive officers and directors as a group (8 persons) (13)

* Indicates beneficial ownership of less than 1%.

(1) Unless otherwise indicated, the address for each beneficial owner listed is c/o ArriVent BioPharma, Inc., 18 Campus Boulevard, Suite 100, Newtown Sq., PA 19073.

(2) Pursuant to a Schedule 13G filed on February 13, 2024, consists of 1,966,123 shares of common stock held by LAV Fund VI, L.P.

LAV GP VI, L.P.

is the general partner of LAV Fund VI, L.P.

LAV Corporate VI GP, Ltd.

is the general partner of LAV GP VI, L.P.

Yi Shi is the managing partner of LAV Corporate VI GP, LTD.

By virtue of these such relationships, LAV GP VI, L.P., LAV Corporate VI GP, Ltd.

Yi Shi may be deemed to have voting and investment power of the shares held by LAV Fund VI, L.P.

Each of LAV GP VI, L.P., LAV Corporate VI GP, Ltd.

Yi Shi disclaims beneficial ownership of the shares held by LAV Fund VI, L.P., except to the extent of its or his pecuniary interest therein, if any.

The address for each of LAV Fund VI, L.P., LAV GP VI, L.P., LAV Corporate VI GP, Ltd.

Yi Shi is Room 606-7, St.

George’s Building, 2 Ice House Street, Central, Hong Kong.

(3) Consists of (i) 549,449 shares of common stock held by Octagon Investments Master Fund LP;

(ii) 799,911 shares of common stock held by Octagon Private Opportunities Fund LP;

and (iii) 394,476 shares of common stock held by Octagon Special Opportunities Fund LP.

Octagon Capital Advisors LP is the Investment Manager of Octagon Investments Master Fund LP, Octagon Private Opportunities Fund LP and Octagon Special Opportunities Fund LP.

Ting Jia, Ph.D.

is the Founder, Managing Member and Chief Investment Officer of Octagon Capital Advisors LP.

By virtue of such relationships, Dr.

Jia and Octagon Capital Advisors LP may be deemed to have voting and investment power of the shares held by Octagon Investments Master Fund LP, Octagon Private Opportunities Fund LP and Octagon Special Opportunities Fund LP.

Jia and Octagon Capital Advisors LP disclaims beneficial ownership of the shares held by Octagon Investments Master Fund LP, Octagon Private Opportunities Fund LP and Octagon Special Opportunities Fund LP, except to the extent of his or its pecuniary interest therein, if any.

The address for each of Dr.

Jia, Octagon Capital Advisors, Octagon Investments Master Fund LP, Octagon Private Opportunities Fund LP, and Octagon Special Opportunities Fund LP is 654 Madison Avenue, 21st Floor, New York, NY 10065.

(4) Pursuant to a Schedule 13D filed on February 5, 2024, consists of (i) 1,513,664 shares of common stock held by OrbiMed Asia Partners IV, L.P.

(OAP IV) and (ii) 1,513,664 shares of common stock held by OrbiMed Private Investments VIII, L.P.

OrbiMed Asia GP IV, L.P.

(Asia GP IV) is the general partner of OAP IV.

OrbiMed Advisors IV Limited (Advisors IV) is the general partner of Asia GP VIII.

OrbiMed Advisors LLC (OrbiMed Advisors) is the advisory company to OAP IV.

OrbiMed Capital GP VIII LLC (GP VIII) is the general partner of OPI VIII.

OrbiMed Advisors is the managing member of GP VIII.

By virtue of such relationships, Asia GP IV and Advisors IV may be deemed to have voting and investment power over the shares held by OAP IV and as a result may be deemed to have beneficial ownership of such shares.

By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting and investment power of the shares held by OPI VIII.

OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L.

Gordon, Ph.D., CFA, Sven H.

Borho, and W.

Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VIII and OAP IV.

Gordon, Ph.D., CFA, a member of OrbiMed Advisors LLC, is a member of our board of directors.

Each of Asia GP IV, Advisors IV, and Dr.

Gordon disclaims beneficial ownership of the shares held by OAP IV, except to the extent of its or his pecuniary interest therein, if any.

Each of GP VIII, OrbiMed Advisors, and Dr.

Gordon disclaims beneficial ownership of the shares held by OPI VIII, except to the extent of its or his pecuniary interest therein, if any.

The address for each of these entities is c/o OrbiMed Advisors LLC, 601 Lexington Avenue, 54th Floor, New York, New York 10022.

(5) All 1,696,752 shares of common stock are held directly by Sofinnova Venture Partners XI, L.P.

(SVP XI), except that Sofinnova Management XI, L.P.

(SM XI LP), the general partner of SVP XI, may be deemed to have sole voting power, Sofinnova Management XI, L.L.C.

LLC), the general partner of SM XI LP, may be deemed to have sole voting power, and Dr.

Healy (Healy) and Dr.

Maha Katabi (Katabi), the managing members of SM XI LLC, may be deemed to have shared power to vote these shares.

Each of SM XI LP, SM XI, LLC, Healy and Katabi disclaim beneficial ownership of the shares held by SVP XI, except to the extent of their respective pecuniary interest therein.

The address for each of SVP XI, SM XI LP and SM XI LLC is 3000 Sand Hill Road, Building 4, Suite 250, Menlo Park, CA 94025.

(6) Consists of (i) 2,169,625 shares of common stock held by VSUM VI Holdings Limited (VSUM VI), (ii) 1,571,646 shares of common stock held by VSUM VIII Holdings Limited (VSUM VIII), (iii) 187,846 shares of common stock held by ARVT Holdings Limited (ARVT) and 555,555 shares of common stock held by HHLR Fund, L.P.

VSUM VI, VSUM VIII, ARVT and HHLR Fund are incorporated in the Cayman Islands.

VSUM VI is wholly owned by Hillhouse Venture Fund V, L.P.;

VSUM VIII is wholly owned by Hillhouse Healthcare Fund, L.P.;

ARVT is wholly owned by Hillhouse Venture Fund VI, L.P.

and HHLR Fund is solely managed by HHLR Advisors, Ltd.

Hillhouse Investment Management, Ltd.

(HIM) acts as the sole management company of each Hillhouse Venture Fund V, L.P., Hillhouse Healthcare Fund, L.P.

and Hillhouse Venture Fund VI, L.P.

HIM is deemed to be the beneficial owner of, and to control the voting power of, the shares held by VSUM VI, VSUM VIII and ARVT and HHLR is deemed to be the beneficial owner of, and to control the voting power of, the shares held by HHLR Fund.

HIM and HHLR are under common control and share certain policies, personnel and resources.

Lei Zhang may be deemed to have controlling power over HIM and HHLR.

Lei Zhang disclaims beneficial ownership of all of the shares held by VSUM VI, VSUM VIII, ARVT, and HHLR Fund, except to the extent of his pecuniary interest therein, if any.

The address for VSUM VI, VSUM VIII, ARVT, and HHLR Fund is Office #122.

Windward 3 Building, Regatta Office Park, West Bay Road, Grand Cayman, E9, KY1-9006, Cayman Islands.

(7) Consists of (i) 218,661 shares of common stock held by ArriMed BioPharma, LLC, (ii) 394,477 shares of common stock held by The MAKS Yao Trust, and (iii) 231,754 shares of common stock underlying options that have vested and are exercisable as of March 22, 2024 or will vest and become exercisable within 60 days after such date held by Dr.

Yao’s immediate family members are the beneficiaries of The MAKS Yao Trust.

Yao has sole voting and investment control over the securities held by ArriMed BioPharma, LLC.

Yao disclaims beneficial ownership of the shares held by The MAKS Yao Trust, except to the extent of his pecuniary interest therein, if any.

(8) Consists of 147,744 shares of common stock and 87,937 shares of common stock underlying options that have vested and are exercisable as of March 22, 2024 or will vest and become exercisable within 60 days after such date held by Dr.

(9) Consists of (i) 394,477 shares of common stock held by The MAKS Yao Trust, (ii) 97,017 shares of common stock held by Ms.

LaChapelle and (iii) 14,243 shares of common stock underlying options that have vested and are exercisable as of March 22, 2024 or will vest and become exercisable within 60 days after such date held by Ms.

LaChapelle is the Trustee of The MAKS Yao Trust and may be deemed to have shared voting and investment power over the shares held by The MAKS Yao Trust.

LaChapelle does not have a pecuniary interest in and disclaims beneficial ownership of the shares held by The MAKS Yao Trust.

(10) Consists of (i) 1,513,664 shares of common stock held by OAP IV and (ii) 1,513,664 shares of common stock held by OPI VIII.

Gordon is a member of the management committee of OrbiMed Advisors and may be deemed to have shared voting and investment power over the shares held by OAP IV and OPI VIII.

Gordon disclaims beneficial ownership of the shares held by OAP IV and OPI VIII, except to the extent of his pecuniary interest therein, if any.

(11) Consists of 1,696,752 shares of common stock held by Sofinnova Venture Partners XI, L.P.

Healy is a managing member of Sofinnova Management XI, L.L.C.

and may be deemed to have shared voting and investment power over the shares held by Sofinnova Venture Partners XI, L.P.

Healy disclaims beneficial ownership of the shares held by Sofinnova Venture Partners XI, L.P., except to the extent of his pecuniary interest therein, if any.

(12) Consists of 15,430 shares of common stock underlying options that have vested and are exercisable as of March 22, 2024 or will vest and become exercisable within 60 days after such date held by Dr.

(13) See notes 9 to 14.

Also includes 7,387 shares of common stock held by Mr.

Kastenmayer, who is an executive officer but not a named executive officer.

Securities Authorized for Issuance under Equity Incentive Plans

Equity Compensation Plan Information

The following table provides certain aggregate information with respect to all of the Company’s equity compensation plans in effect as of December 31, 2023.

Plan category

securities to be

and rights(1)

average exercise

remaining available

for future issuance

compensation plans

securities reflected

in column (a))(2)

Equity compensation plans approved by security holders (1)

Equity compensation plans not approved by security holders

___________________________________

Consists of options to purchase 1,683,156 shares of our common stock outstanding under the 2021 Plan as of December 31, 2023.

Consists of 967,658 shares reserved for future issuance under the 2021 Plan.

The response to this item is incorporated by reference from the discussion responsive thereto under the caption “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement for the 2025 Annual Meeting of Stockholders expected to be held on June 18, 2025.

Certain Relationships and Related Transactions, and Director Independence

Our audit committee reviews and approves in advance all related-party transactions.

In addition to the director and executive officer compensation arrangements discussed above in “Executive Compensation,” during the fiscal year ended December 31, 2023, we have engaged in the following transactions in which the amount involved exceeded, or will exceed, $120,000 and in which any director, executive officer, holder of five percent or more of any class of our capital stock or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest.

We believe that all of these transactions were on terms as favorable as could have been obtained from unrelated third parties.

Sales and Purchases of Securities

Series A Financing

In multiple closings held between June 2021 and January 2022, we issued and sold an aggregate of 150,000,000 shares of Series A convertible preferred stock to the below related persons at a purchase price of $1.00 per share for aggregate gross cash consideration of $150.0 million.

We refer to this transaction as our Series A Preferred Stock Financing.

The table below sets forth the aggregate number and purchase price of shares of Series A convertible preferred stock issued to our directors, executive officers or holders of more than 5% of our capital stock, or an affiliate or immediate family member thereof:

Purchase Price

LAV Fund VI, L.P.

Entities affiliated with Octagon Capital Advisors LP (2)

Entities affiliated with OrbiMed (3)

Entities affiliated with Hillhouse Investment Management, Ltd.

Zoo Capital (Cayman) Limited I (5)

Entities affiliated with Sirona Capital Partners Ltd.

(1) LAV Fund VI, L.P.

beneficially owned more than 5% of our outstanding capital stock.

(2) Consists of (i) 5,500,000 shares of Series A convertible preferred stock issued to Octagon Investments Master Fund LP, (ii) 5,500,000 shares of Series convertible A preferred stock issued to Octagon Private Opportunities Fund LP, and (iii) 6,000,000 shares of Series A convertible preferred stock issued to Octagon Special Opportunities Fund LP, all of which are affiliated with Octagon Capital Advisors LP, which beneficially owned more than 5% of our outstanding capital stock.

(3) Consists of (i) 12,500,000 shares of Series A convertible preferred stock issued to OrbiMed Asia Partners IV, L.P.

and (ii) 12,500,000 shares of Series A convertible preferred stock issued to OrbiMed Private Investments VIII, L.P., both of which are affiliated with OrbiMed Advisors LLC, which beneficially owned more than 5% of our outstanding capital stock.

Gordon, Ph.D., CFA, a member of our board of directors, is a member of OrbiMed Advisors LLC.

(4) Consists of (i) 33,000,000 shares of Series A convertible preferred stock issued to VSUM VI Holdings Limited, and (ii) 22,000,000 shares of Series A convertible preferred stock issued to VSUM VIII Holdings Limited, both of which are affiliated with Hillhouse Investment Management, Ltd.

which, beneficially owned more than 5% of our outstanding capital stock.

(5) Zoo Capital (Cayman) Limited I beneficially owned more than 5% of our outstanding capital stock.

(6) Consists of 10,000,000 shares of Series A convertible preferred stock issued to Lyra Capital Management Limited, which is affiliated with Sirona Capital Partners Ltd., which beneficially owned more than 5% of our outstanding capital stock.

Series B Financing

In multiple closings held between December 2022 and March 2023, we issued and sold an aggregate of 147,619,034 shares of Series B convertible preferred stock to the below related persons at a purchase price of $1.05 per share for aggregate gross cash consideration of $155.0 million.

We refer to this transaction as our Series B Preferred Stock Financing.

The table below sets forth the aggregate number and purchase price of shares of Series B convertible preferred stock issued to our directors, executive officers or holders of more than 5% of our capital stock, or an affiliate or immediate family member thereof:

Purchase Price

Entities affiliated with Hillhouse Investment Management, Ltd.

LAV Fund VI, L.P.

Entities affiliated with Octagon Capital Advisors LP (3)

Entities affiliated with OrbiMed (4)

14,999,999.70

Sofinnova Venture Partners XI, L.P.

19,999,999.95

Entities affiliated with Sirona Capital Partners Ltd.

(1) Consists of (i) 2,857,142 shares of Series B convertible preferred stock issued to ARVT Holdings Limited, and (ii) 1,904,761 shares of Series B convertible preferred stock issued to VSUM VIII Holdings Limited, both of which are affiliated with Hillhouse Investment Management, Ltd.

which beneficially owned more than 5% of our outstanding capital stock.

(2) Consists of 1,904,761 shares of Series B convertible preferred stock issued to LAV Fund VI, L.P., which beneficially owned more than 5% of our outstanding capital stock.

(3) Consists of (i) 2,857,142 shares of Series B convertible preferred stock issued to Octagon Investments Master Fund LP, and (ii) 6,666,666 shares of Series B convertible preferred stock issued to Octagon Private Opportunities Fund LP, both of which are affiliated with Octagon Capital Advisors LP, which beneficially owned more than 5% of our outstanding capital stock.

(4) Consists of (i) 7,142,857 shares of Series B convertible preferred stock issued to OrbiMed Asia Partners IV, L.P.

and (ii) 7,142,857 shares of Series B convertible preferred stock issued to OrbiMed Private Investments VIII, L.P., both of which are affiliated with OrbiMed Advisors LLC, which beneficially owned more than 5% of our outstanding capital stock.

Gordon, Ph.D., CFA, a member of our board of directors, is a member of OrbiMed Advisors LLC.

(5) Sofinnova Venture Partners XI, L.P.

beneficially owned more than 5% of our outstanding capital stock.

Healy, a member of our board of directors, is a managing member of Sofinnova Management XI, L.L.C., the general partner of Sofinnova Management XI, L.P.

which is the general partner of Sofinnova Venture Partners XI, L.P.

(6) Consists of (i) 4,761,904 shares of Series B convertible preferred stock issued to Lyra Capital Management Limited and (ii) 4,761,904 shares of Series B convertible preferred stock issued to Sirona Holdings Investments Ltd, both of which are affiliated with Sirona Capital Partners Ltd., which beneficially owned more than 5% of our outstanding capital stock.

Agreements with Stockholders

Amended and Restated Investors’ Rights Agreement

On December 16, 2022, in connection with the Series B Preferred Stock Financing, we entered into an Amended and Restated Investors’ Rights Agreement (the Investors’ Rights Agreement) with certain holders of more than 5% of our outstanding capital stock, including LAV Fund VI, L.P.

(together with its affiliates, LAV Funds), and VSUM VIII Holdings Limited (together with its affiliates, VSUM), as well as OrbiMed Asia Partners IV, L.P.

and OrbiMed Private Investments VIII, L.P.

(together with its affiliates, OrbiMed) and Sofinnova Venture Partners XI, L.P.

(Sofinnova), each of which, besides VSUM and LAV Funds, is affiliated with certain of our directors and officers.

Pursuant to the Investors’ Rights Agreement, these stockholders have registration rights with respect to certain issuances of our capital stock.

The registration rights include the right to demand that we file a registration statement or request that their shares be covered by a registration statement that we have otherwise filed, subject, in each case, to certain exceptions.

Demand Registration Rights

Beginning on July‎ ‎24‎, ‎2024, the holders of a majority of registrable securities then outstanding under the Investors’ Rights Agreement may require us to file a registration statement under the Securities Act on a Form S-1 at our expense, subject to certain exceptions, with an anticipated aggregate offering price, net of the offering expenses, of more than $20.0 million, in which case we will be required to effect the registration as soon as practicable, and in any event within 60 days.

We are required to effect only two demand registrations pursuant to this provision of the Investors’ Rights Agreement.

Any time after we are eligible to use a registration statement on Form S-3, the holders of at least 10% of our registrable securities under the Investors’ Rights Agreement may require us to file a registration statement on Form S-3 at our expense, subject to certain exceptions, with respect to the then outstanding registrable securities of such holders having an anticipated aggregate offering price, net of the offering expenses, of at least $5.0 million, in which case we will be required to effect the registration as soon as practicable, and in any event within 45 days.

If we determine that it would be detrimental to us and our stockholders to effect a requested registration, we may postpone each such registration for a period of up to 60 days;

provided that we may neither invoke this right more than once in any 12-month period nor effect a registration for our own account or any other stockholder during such 60 day period.

The foregoing demand registration rights are subject to a number of additional exceptions and limitations.

Piggyback Registration Rights

If we propose to file a registration statement under the Securities Act for the purposes of a public offering of our securities, including, but not limited to, registration statements relating to a secondary offering of our securities but

excluding (i) a registration statement relating to the sale or grant of securities to employees pursuant to a stock option, stock purchase, equity incentive or similar plan;

(ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act;

(iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the registrable securities;

or (iv) a registration in which the only common stock being registered is common stock issuable upon conversion of debt securities that are also being registered, the holders of registrable securities are entitled to receive notice of such registration and to request that we include their registrable securities for resale in the registration statement.

The underwriters of the offering will have the right to limit the number of shares to be included in such registration.

The foregoing piggyback registration rights are subject to a number of additional exceptions and limitations.

Expenses of Registration

We will pay all registration expenses along with reasonable fees and disbursements, not to exceed $50,000 of one counsel for the selling stockholders selected by the holders of a majority of the registrable securities to be registered, other than underwriting discounts and commissions, related to any demand or piggyback registration.

Indemnification

The Investors’ Rights Agreement contains customary cross-indemnification provisions pursuant to which we are obligated to indemnify the selling stockholders, in the event of misstatements or omissions in the registration statement attributable to us, and they are obligated to indemnify us for misstatements or omissions attributable to them.

Expiration of Registration Rights

The registration rights will terminate upon the earliest to occur of (i) the closing of certain liquidation events and (ii) such time after closing of our initial public offering in January 2024 as Rule 144 or another similar exemption under the Securities Act is available for the sale of all such holders’ registrable securities without limitation, during a three-month period without registration.

Shanghai Allist Agreements

On June 30, 2021, we entered into the Allist License Agreement with Allist, a holder of more than 5% of our outstanding capital stock.

On December 24, 2021, we entered into the Allist Collaboration Agreement to facilitate the conduct of any global clinical trials to be conducted with the Licensed Products as specified in the License Agreement.

See the “Business — Licenses, Partnerships and Collaborations — Allist Agreements” section of this Annual Report for a further description of these agreements and relationships.

Participation in Our Initial Public Offering

In January 2024, we issued and sold in aggregate 11,180,555 shares of common stock, which included 1,458,333 shares of our common stock issued pursuant to the underwriters’ option to purchase additional shares, at a public offering price of $18.00 per share, for net proceeds of $183.4 million after deducting underwriting discounts and commissions and other offering costs.

The table below sets forth the aggregate number of shares of common stock issued to our directors, executive officers or holders of more than 5% of our capital stock, or an affiliate or immediate family member thereof, at the time of the transaction:

Purchase Price

LAV Fund VI, L.P.

Entities affiliated with Octagon Capital Advisors LP

Entities affiliated with OrbiMed

Sofinnova Venture Partners XI, L.P.

Entities affiliated with Hillhouse Investment Management, Ltd

Indemnification Agreements

In connection with our initial public offering, we entered into agreements to indemnify our directors and executive officers.

These agreements, our amended and restated certificate of incorporation and our amended and restated bylaws, among other things, require us to indemnify these individuals for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of our company or that person’s status as a member of our board of directors to the maximum extent allowed under Delaware law.

Subject to certain limitations, our amended and restated bylaws require us to advance expenses incurred by our directors and officers.

We also maintain a general liability insurance policy, which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers.

Policies and Procedures for Related Party Transactions

In connection with our initial public offering, we adopted a written policy that requires all future transactions between us and any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of, or entities affiliated with, any of them, or any other related persons, as defined in Item 404 of Regulation S-K, or their affiliates, in which the amount involved is equal to or greater than $120,000, be approved in advance by our audit committee.

Any request for such a transaction must first be presented to our audit committee for review, consideration and approval.

In approving or rejecting any such proposal, our audit committee will consider the relevant facts and circumstances available and deemed relevant to the audit committee, including, but not limited to, the extent of the related party’s interest in the transaction, and whether the transaction is on terms no less favorable to us than terms we could have generally obtained from an unaffiliated third party under the same or similar circumstances.

The response to this item is incorporated by reference from the discussion responsive thereto under the caption “Certain Relationships and Related Person Transactions” and “Management and Corporate Governance – Director Independence” in our Proxy Statement for the 2025 Annual Meeting of Stockholders expected to be held on June 18, 2025.

Principal Accountant Fees and Services

The following table presents fees for professional audit services rendered by KPMG LLP (KPMG) for the audit of our annual financial statements for the year ended December 31, 2023, and fees billed for other services rendered by KPMG.

Audit Fees (1)

Audit-Related Fees (2)

All other Fees (4)

All fees described above were pre-approved by our audit committee.

We have furnished the foregoing disclosure to KPMG.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Public Accountant

Consistent with SEC policies regarding auditor independence, our audit committee has responsibility for appointing, setting compensation and overseeing the work of our independent registered public accounting firm.

In recognition of this responsibility, our audit committee has established a policy to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm.

Prior to engagement of an independent registered public accounting firm for the next year’s audit, management will submit an aggregate of services expected to be rendered during that year for each of four categories of services to our audit committee for approval.

Audit Fees include professional services in connection with the audit of our financial statements, reviews of our interim financial statements, as well as work that generally only an independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and attest services and consultation regarding financial accounting and/or reporting standards.

There were no Audit-Related Fees during 2023.

There were no Tax Fees during 2023.

There were no Other Fees during 2023.

Prior to engagement, our audit committee pre-approves these services by category of service.

The fees are budgeted, and our audit committee requires our independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year by category of service.

During the year, circumstances may arise when it may become necessary to engage our independent registered public accounting firm for additional services not contemplated in the original pre-approval.

In those instances, our audit committee requires specific pre-approval before engaging our independent registered public accounting firm.

Our audit committee may delegate pre-approval authority to one or more of its members.

The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to our audit committee at its next scheduled meeting.

The response to this item is incorporated by reference from the discussion responsive thereto in the proposal entitled “Selection of Independent Registered Public Accounting Firm” in our Proxy Statement for the 2025 Annual Meeting of the Stockholders expected to be held on June18, 2025.

Exhibits and Financial Statement Schedules

12 unchanged sentences

333-276397) filed on January 5, 2024).

Description of Exhibit

Description of Securities.

Description of Securities (incorporated by reference to Exhibit 4.3 of the Registrant’s Annual Report on Form 10-K (File No.

001-41929) filed on March 28, 2024).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 of the Registrant’s Registration Statement on Form S-1 (File No.

9 unchanged sentences

333-276397) filed on January 5, 2024).

Description of Exhibit

Offer Letter Agreement, by and between the Registrant and Zhengbin (Bing) Yao, Ph.D., dated May 5, 2021 (incorporated by reference to Exhibit 10.7 of the Registrant’s Registration Statement on Form S-1 (File No.

13 unchanged sentences

333-276397) filed on January 5, 2024).

Research Collaboration Agreement, dated December 21, 2021, by and between Aarvik Therapeutics, Inc.

and the Registrant, as amended by Amendment No.

1, effective June 30, 2023 (incorporated by reference to Exhibit 10.14 of the Registrant’s Registration Statement on Form S-1 (File No.

333-276397) filed on January 5, 2024).

Amended and Restated Research Collaboration Agreement, by and between the Registrant and Aarvik Therapeutics, Inc., dated August 9, 2024 (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q (File No.

001-41929) filed on November 14, 2024).

Clinical Collaboration Agreement, by and between the Registrant and Beijing InnoCare Pharma Tech Co., Ltd., dated June 23, 2023 (incorporated by reference to Exhibit 10.15 of the Registrant’s Registration Statement on Form S-1 (File No.

333-276397) filed on January 5, 2024).

Research and Collaboration Agreement, by and between the Registrant and Jiangsu Alphamab Biopharmaceuticals Co., Ltd, dated June 2, 2024 (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q (File No.

001-41929) filed on August 14, 2024).

Insider Trading Policy.

Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 of the Registrant’s Registration Statement on Form S-1 (File No.

2 unchanged sentences

Power of Attorney (included on signature page).

Description of Exhibit

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.

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.

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.

Certification of Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C.

Certification of Chief Executive Officer and 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.

2 unchanged sentences

333-276397) filed on January 5, 2024).

Inline XBRL Instance Document-the Instance Document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema Document

Description of Exhibit

Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

Filed with this Annual Report on Form 10-K.

The Certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Annual Report on Form 10-K 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.

The Certifications attached as Exhibit 32 that accompany this Annual Report on Form 10-K 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-K, irrespective of any general incorporation language contained in such filing.

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James Healy, M.D., Ph.D.

/s/ Bahija Jallal, Ph.D.

/s/ John Hohneker, M.D.

March 3, 2025

Bahija Jallal, Ph.D.

John Hohneker, M.D.

/s/ Stuart Lutzker, M.D., Ph.D.

3 unchanged sentences

March 3, 2025

/s/ Kristine Peterson

March 3, 2025

Kristine Peterson

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 9A. Controls and Procedures