Other Information
−Removed: Rule 10b5-1 Trading Plans
−Removed: During the fiscal quarter ended September 30, 2024, none of our directors or executive officers adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “ non-Rule 10b5-1 trading arrangement ” as defined in Item 408(c) of Regulation S-K .
+Added: (a) Silicon Valley Bank Credit Facility
+Added: On May 8, 2025, we entered into a Loan and Security Agreement (the “Loan Agreement”) among the Company, as borrower (the “Borrower”) and Silicon Valley Bank, a Division of First-Citizens Bank & Trust Company (the “Bank”), pursuant to which, the Bank agreed to extend up to $75.0 million to the Company (the “Term Loan”), consisting of:
+Added: (i) a first tranche commitment of $35.0 million to be drawn at the Company’s option, subject to the satisfaction of certain conditions, (ii) a second tranche commitment of up to $15.0 million to be drawn at the Company’s option, subject to the satisfaction of certain conditions, and (iii) at the Company’s option, subject to the satisfaction of certain conditions, a third tranche commitment of $25.0 million.
+Added: No amounts have been drawn on this Term Loan as of the date of this quarterly report on Form 10-Q.
+Added: The Term Loan matures on March 1, 2030 (or, if the Borrower does not satisfy certain conditions, March 1, 2029) (the “Maturity Date”) unless otherwise accelerated following the occurrence and continuation of an event of default pursuant to the terms of the Loan Agreement.
+Added: Amounts borrowed under the Term Loan bear interest at a variable annual rate equal to the greater of (i) 6.00%, and (ii) (A) the Prime Rate, minus (B) 0.75% (the “Interest Rate”).
+Added: The Borrowers may, at their option, prepay the Term Loan subject to a prepayment premium.
+Added: The Borrower’s obligations are secured by a first priority, perfected lien on substantially all the property and assets of the Borrower, except for intellectual property (other than the security interest in proceeds from any intellectual property) and certain other customary excluded assets as set forth therein.
+Added: The Loan Agreement contains customary representations, warranties and covenants, including covenants by the Borrower limiting additional indebtedness, liens, mergers and acquisitions, dispositions, investments, distributions, subordinated debt, transactions with affiliates and fundamental changes.
+Added: The Loan Agreement provides for events of default customary for loan of this type, including but not limited to non-payment, defaults on other debt, misrepresentation, breach of covenants, representations and warranties, insolvency, bankruptcy, certain uncured judgments and the occurrence of a material adverse effect on the Borrower.
+Added: Upon the occurrence and continuation of any event of default, the Bank may accelerate payment of all obligations and terminate the Bank’s commitments under the Loan Agreement.
+Added: The above description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, a copy of which we will file as an exhibit to our quarterly report on Form 10-Q for the quarter ending June 30, 2025.
+Added: (c) Rule 10b5-1 Trading Plans
+Added: During the fiscal quarter ended March 31, 2025, 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 .
Description of Exhibit
3 unchanged sentences
001-41929) filed with the SEC on January 30, 2024).
−Removed: Amended and Restated Research and Collaboration Agreement, dated August 9, 2024, by and between Aarvik Therapeutics, Inc.
−Removed: and the Registrant.
+Added: Exclusive License Agreement, dated January 21, 2025, by and between Lepu Biopharma Co., Ltd and the Registrant.
+Added: Open Market Sale Agreement SM , by and between Jefferies LLC and the Registrant, dated February 3, 2025 (incorporated by reference to Exhibit 1.2 of the Registrant’s Registration Statement on Form S-3 (File No.
+Added: 333-284661) filed with the SEC on February 3, 2025).
+Added: Amended and Restated Non-Employee Director Compensation Policy.
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.
15 unchanged sentences
Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
+Added: Denotes management compensation plan or contract.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ARRIVENT BIOPHARMA, INC.
−Removed: November 14, 2024
/s/ Zhengbin (Bing) Yao, Ph.D.
2 unchanged sentences
(principal executive officer)
−Removed: November 14, 2024
/s/ Winston Kung
2 unchanged sentences
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.