What changed in this filing

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Item 1. Financial Statements

2025-08-11 compared with 2025-05-12 · 91 added, 56 removed, 312 unchanged (32% of the section changed)

10 unchanged sentences

Right of use assets – operating leases

Commitments and contingencies (Note 7)

Liabilities and Stockholders’ Equity

6 unchanged sentences

Total liabilities

Commitments and contingencies (Note 7)

Stockholders’ equity:

2 unchanged sentences

Common stock $ 0.0001 par value, 200,000,000 shares authorized;

34,040,996 and 33,706,765 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

37,490,439 and 33,706,765 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

9 unchanged sentences

Three Months Ended

Six Months Ended

Operating expenses:

4 unchanged sentences

Interest and investment income

Unrealized gain on marketable securities

Total other comprehensive gain

Unrealized gain (loss) on marketable securities

Total other comprehensive gain (loss)

Total comprehensive loss

15 unchanged sentences

Balance March 31, 2025

Issuance of common stock, net of issuance costs of $ 2,395

Exercise of stock options

Stock-based compensation expense

Unrealized gain on marketable securities

Balance, June 30, 2025

The accompanying notes are an integral part of the unaudited interim financial statements.

13 unchanged sentences

Balance March 31, 2024

Exercise of stock options

Stock-based compensation expense

Balance, June 30, 2024

The accompanying notes are an integral part of the unaudited interim financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

34 unchanged sentences

Development Stage Risks and Liquidity

The Company has incurred losses since inception and has an accumulated deficit of $ 302.7 million as of March 31, 2025.

The Company has incurred losses since inception and has an accumulated deficit of $ 334.1 million as of June 30, 2025.

The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales from its product candidates currently in development.

3 unchanged sentences

The Company could also be required to seek funds through arrangements with collaborative partners or otherwise at an earlier stage than otherwise would be desirable and it may be required to relinquish rights to some of its technologies or product candidates or otherwise agree to terms unfavorable to it, any of which may have a material adverse effect on the Company's business, operating results and prospects.

The Company believes that the aggregate balance of cash and cash equivalents and marketable securities of $ 205.5 million as of March 31, 2025 are sufficient to sustain planned operations through at least twelve months from the issuance date of these financial statements.

The Company believes that the aggregate balance of cash and cash equivalents and marketable securities of $ 254.5 million as of June 30, 2025, along with $81.1 million of proceeds, net of underwriting discounts and commissions, from the July 2025 public offering of common stock, are sufficient to sustain planned operations through at least twelve months from the issuance date of these financial statements.

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

11 unchanged sentences

Any references in these notes to applicable guidance are meant to refer to GAAP as found in Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”).

In the opinion of the Company, the accompanying unaudited condensed financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2025, and its results of operations for the three months ended March 31, 2025 and 2024, and cash flows for the three months ended March 31, 2025 and 2024.

In the opinion of the Company, the accompanying unaudited condensed financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of June 30, 2025, and its results of operations for the three and six months ended June 30, 2025 and 2024, and cash flows for the six months ended June 30, 2025 and 2024.

The condensed balance sheet at December 31, 2024, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements.

25 unchanged sentences

Three Months Ended

Six Months Ended

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

1 unchanged sentence

Stock options outstanding have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive.

Stock options outstanding at March 31, 2025 and 2024 were 4,059,300 and 2,547,253 , respectively.

Stock options outstanding at June 30, 2025 and 2024 were 4,325,617 and 2,669,121 , respectively.

Accounting Pronouncements Not Yet Adopted

4 unchanged sentences

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

Accounting Pronouncements Becoming Effective in 2025

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires enhanced income tax disclosures, including specific categories and

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

disaggregation of information in the effective tax rate reconciliation, disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations.

Accounting Pronouncements Becoming Effective in 2025

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires enhanced income tax disclosures, including specific categories and disaggregation of information in the effective tax rate reconciliation, disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations.

The requirements of ASU 2023-09 are effective for annual periods beginning after December 15, 2024, with early adoption permitted.

11 unchanged sentences

Clinical, regulatory, and development milestones are recognized as research and development expense only when such milestones are deemed probable of being achieved.

(i) Comprehensive Loss

Comprehensive loss includes net loss and certain changes in stockholders’ deficit that are excluded from net loss, primarily unrealized gains or losses on the Company’s marketable securities.

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

Fair Value Measurements

The following table presents information about the Company’s financial assets measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values (in thousands):

March 31, 2025

June 30, 2025

Amortized Cost

5 unchanged sentences

Total assets measured at fair value

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

December 31, 2024

6 unchanged sentences

Total assets measured at fair value

Cash balances were $ 5.0 million at March 31, 2025 and December 31, 2024, respectively.

Cash balances were $ 5.0 million at June 30, 2025 and December 31, 2024, respectively.

Money market funds are highly liquid investments.

6 unchanged sentences

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

As of March 31, 2025, $ 165.7 million of our fixed income securities have maturity dates within the next twelve months, and $ 18.9 million have maturities within the next 12 to 24 months.

As of June 30, 2025, $ 131.0 million of our fixed income securities have maturity dates within the next twelve months, and $ 18.8 million have maturities within the next 12 to 24 months.

All securities are considered available for sale.

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

Prepaid Expenses and Other Current Assets

9 unchanged sentences

Other accrued expenses

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

(7) Commitments and Contingencies

4 unchanged sentences

In January 2024, the Company adopted the 2024 Employee, Director and Consultant Equity Incentive Plan (the “2024 Plan”) that authorized the Company to grant up to 3,900,000 shares of common stock plus any remaining ungranted or forfeited shares from the 2021 Plan.

As of March 31, 2025, there were 3,829,956 shares available to be granted.

As of June 30, 2025, there were 3,542,962 shares available to be granted.

The Company’s stock options vest based on the terms in the awards agreements and generally vest over four years .

1 unchanged sentence

Three Months Ended

Six Months Ended

Research and development

General and administrative

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

The following is a summary of stock options activity:

3 unchanged sentences

Forfeited/Expired

Outstanding as of March 31, 2025

Exercisable as of March 31, 2025

Vested and expected to vest at March 31, 2025

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

The weighted-average grant-date fair value of options granted in the first three months of 2025 and 2024 were $ 22.04 and $ 6.03 per share, respectively.

Outstanding as of June 30, 2025

Exercisable as of June 30, 2025

Vested and expected to vest at June 30, 2025

The weighted-average grant-date fair value of options granted in the first six months of 2025 and 2024 were $ 21.31 and $ 7.49 per share, respectively.

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

Three Months Ended

Six Months Ended

Risk-free interest rate

3 unchanged sentences

5.5 - 6.1 years

Expected volatility

97.2 % - 98.3 %

93.1 % - 98.6 %

Expected dividend yield

2 unchanged sentences

(a) Subsequent to the Company’s initial public offering on January 24, 2024, the fair value of common stock is based on the closing market price of common stock at the date of grant.

Unrecognized compensation cost for awards not vested as of March 31, 2025 was $ 42.4 million and will be expensed over a weighted-average period of 3.08 years.

Unrecognized compensation cost for awards not vested as of June 30, 2025 was $ 44.1 million and will be expensed over a weighted-average period of 2.93 years.

License and Collaboration Agreements

5 unchanged sentences

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

In connection with the Allist Agreement, in December 2021, the parties also entered into a Joint Clinical Collaboration Agreement (“Clinical Collaboration”) to define the framework under which the parties will cooperate and share costs related to global clinical studies to be conducted jointly by the Company and Allist.

During the three months ended March 31, 2025 and 2024, the Company incurred $ 0.5 million and $ 0.2 million, respectively, in cost reimbursements to Allist under the Clinical Collaboration which have been recorded as research and development expense.

The Company also received cost reimbursements from Allist of $ 0.4 and $ 0.1 million for the three months ended March 31, 2025 and 2024, respectively, which have been recorded as a reduction of research and development expenses.

During the year ended December 31, 2024, no additional milestones were met or achieved or were probable of achievement.

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

During the six months ended June 30, 2025 and 2024, the Company incurred $ 0.6 million and $ 0.3 million, respectively, in cost reimbursements to Allist under the Clinical Collaboration which have been recorded as research and development expense.

During the three months ended June 30, 2025 and 2024, the Company incurred $ 0.1 million and $ 0.1 million, respectively, in cost reimbursements to Allist under the Clinical Collaboration which have been recorded as research and development expense.

The Company also received cost reimbursements from Allist of $ 0.6 and $ 0.4 million for the six months ended June 30, 2025 and 2024, which have been recorded as a reduction of research and development expenses.

During the year ended December 31, 2024, no additional milestones were met or achieved or were probable of achievement.

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

5 unchanged sentences

The upfront payment was recorded to research and development expense during the three-month period ended June 30, 2024.

During the three months ended March 31, 2025, the Company paid $ 0.1 million in cost reimbursements to Alphamab under the Alphamab Agreement which have also been recorded as research and development expense.

Also during the three months ended March 31, 2025, the Company paid $ 1.2 million upon the approval of a target pair selection, which was likewise included in research and development expense.

During the three and six months ended June 30, 2025, the Company paid $ 0.1 million in cost reimbursements to Alphamab under the Alphamab Agreement which have been recorded as research and development expense.

Also during the six months ended June 30, 2025, the Company paid $ 1.2 million upon the approval of a target pair selection, which was likewise included in research and development expense.

No milestones have been met or achieved, or are probable of achievement, since the inception of the agreement.

2 unchanged sentences

After the completion of the SOWs, the Company has an exclusive option to license the Aarvik intellectual property, and the option to acquire certain of Aarvik’s intellectual property, after which it is the Company’s sole responsibility to research, develop, manufacture and commercialize any applicable compound and product in the field and territory.

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

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

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

Under the Amended and Restated Aarvik Collaboration Agreement, Aarvik granted the Company an exclusive option to obtain exclusive rights to certain of Aarvik’s intellectual property for the research, development, manufacture, use, commercialization, or other exploitation of the ADCs related to (i) the two agreed targets to which the compounds being developed under the collaboration bind, which is referred to as the Target Pair, and (ii) the acquisition of exclusive rights to certain intellectual property generated during the collaboration.

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

From inception to date, under the Amended and Restated Aarvik

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

Collaboration Agreement, the Company has paid Aarvik a collaboration initiation fee and research fees as provided in the SOWs in an aggregate amount of $ 5.0 million.

The Company incurred $ 0.1 million and $ 0.1 million in research and development expenses related to the Aarvik SOWs during the three months ended March 31, 2025 and 2024, respectively.

to $ 80.0 million per product in commercial milestones.

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

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

Under the Amended and Restated Aarvik Collaboration Agreement, Aarvik granted the Company an exclusive option to obtain exclusive rights to certain of Aarvik’s intellectual property for the research, development, manufacture, use, commercialization, or other exploitation of the ADCs related to (i) the two agreed targets to which the compounds being developed under the collaboration bind, and (ii) the acquisition of exclusive rights to certain intellectual property generated during the collaboration.

From inception to date, under the Amended and Restated Aarvik Collaboration Agreement, the Company has paid Aarvik a collaboration initiation fee and research fees as provided in the SOWs in an aggregate amount of $ 5.2 million.

The Company incurred $ 0.3 million and $ 1.0 million in research and development expenses related to the Aarvik SOWs during the six months ended June 30, 2025 and 2024, respectively.

The Company incurred $ 0.2 million and $ 0.8 million in research and development expenses related to the Aarvik SOWs during the three months ended June 30, 2025 and 2024, respectively.

With the exception of the option described above, no milestones have been met or achieved, or are probable of achievement, since the inception of the Aarvik Collaboration Agreement.

4 unchanged sentences

and (ii) a non-exclusive license under certain intellectual property controlled by Lepu to develop, manufacture and commercialize any product containing ARR-217 for use in oncology in the ArriVent Territory.

Under the Lepu Biopharma Agreement, the Company paid Lepu a one-time upfront payment of $ 40 million, and Lepu is eligible to receive near-term milestone payments totaling another $ 7.0 million in cash.

Under the Lepu Biopharma Agreement, the Company paid Lepu a one-time upfront payment of $ 40 million and, during the three months ended June 30, 2025, the Company paid $ 1 million to Lepu for the achievement of the first developmental milestone under the Lepu Biopharma Agreement as it became probable of achievement during the second quarter.

Lepu is eligible to receive near-term milestone payments totaling another $ 6.0 million in cash.

The upfront payment was included in research and development expenses.

Finally, Lepu is eligible to receive payments of up to $ 0.3 billion in development and regulatory milestones, and up to $ 0.89 billion in commercial milestones, and tiered royalties in high single-digit to low-teen percentages on net sales in the ArriVent Territory.

Other than the one-time upfront payment noted above, no milestones have been met or achieved, or are probable of achievement, since the inception of the Lepu Biopharma Agreement.

Other than the milestone payment of $ 1 million recorded in the second quarter, and the one-time payment noted above, no milestones have been met or achieved, or are probable of achievement, since the inception of the Lepu Biopharma Agreement.

During the six months ended June 30, 2025, the Company paid $ 0.2 million in research and development expenses related to the Lepu Biopharma Agreement.

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

Segment Information

10 unchanged sentences

The Company expects to continue to incur significant expenses and operating losses for the foreseeable future as it advances product candidates through all stages of development and clinical trials and, ultimately, seek regulatory approval.

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

As such, the CODM uses cash forecast models in deciding how to invest into the life science segment.

2 unchanged sentences

Monitoring budgeted versus actual results is used in assessing performance of the segment, establishing cash forecast models and to optimize the distribution of resources across functions, therapeutic areas and research and development programs.

The table below summarizes the significant expense categories regularly provided to the CODM for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

The table below summarizes the significant expense categories regularly provided to the CODM for the six months ended June 30, 2025 and 2024:

Six Months Ended June 30,

(in thousands)

13 unchanged sentences

(a) Other segment items consists of interest and investment income.

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

“At-the-Market” Offering

1 unchanged sentence

The 2025 WKSI Shelf includes a prospectus covering up to an aggregate of $ 250.0 million of shares of common stock that the Company is able to issue and sell from time to time, through Jefferies LLC (“Jefferies”), acting as its sales agent, pursuant to the Open Market Sale Agreement SM , dated February 3, 2025 (the “Sales Agreement”), for its “at-the-market” equity program.

Under the Sales Agreement, Jefferies may sell shares of the Company’s common stock by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 of the Securities Act of 1933, as amended, subject to the terms of the Sales Agreement.

During the six months ended June 30, 2025, the Company sold 3,693,224 shares of common stock pursuant to the Sales Agreement for total proceeds of $ 81.9 million, net of commissions.

As of June 30, 2025, the Company has approximately $ 164.9 million remaining for future issuances of common stock pursuant to the Sales Agreement.

On May 8, 2025, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) between 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:

(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.

No amounts have been drawn on this Term Loan as of June 30, 2025.

The Term Loan matures on March 1, 2030 (or, if the Borrower does not satisfy certain conditions, on March 1, 2029) unless otherwise accelerated following the occurrence and continuation of an event of default pursuant to the terms of the Loan Agreement.

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 Borrowers may, at their option, prepay the Term Loan subject to a prepayment premium.

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.

Subsequent Events

On July 3, 2025, the Company closed an underwritten public offering in which the Company issued and sold an aggregate of 3,059,615 shares of the Company’s common stock, including the exercise in full of the underwriters’ option to purchase 576,923 additional shares of common stock, at a public offering price of $ 19.50 per share, and, in lieu of shares of common stock to certain investors, pre-funded warrants to purchase up to 1,363,469 shares of common stock at a public offering price of $ 19.4999 per pre-funded warrant, which represents the per share public offering price for the shares less

ARRIVENT BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

During the three months ended March 31, 2025, the Company sold 264,458 shares of common stock pursuant to the Sales Agreement for total proceeds of $ 6.5 million, net of fees.

As of March 31, 2025, the Company has approximately $ 242.8 million remaining for future issuances of common stock pursuant to the Sales Agreement.

Subsequent Event

On May 8, 2025, the Company entered into a Loan and Security Agreement with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (the Loan Agreement).

Under the Loan Agreement, the Company has the right to draw down $ 35.0 million at its discretion, and up to an additional $ 40.0 million upon the satisfaction of certain milestones.

No amounts have been drawn on this facility at the date of issuance of these financial statements.

the $ 0.0001 per share exercise price for each pre-funded warrant.

The proceeds to the Company, net of underwriting discounts and commissions, were $ 81.1 million.

The pre-funded warrants are exercisable at any time after their original issuance.

A holder of pre-funded warrants may not exercise the pre-funded warrant if the holder, together with its affiliates, would beneficially own more than 4.99 %, or, at the election of such holder upon issuance, 9.99 %, of the number of shares of common stock outstanding or more than 4.99 %, or, at the election of such holder upon issuance, 9.99 %, of the combined voting power of the Company’s securities outstanding immediately after giving effect to such exercise.

A holder of pre-funded warrants may increase or decrease this percentage to any other percentage not exceeding 19.99 %, in the case of an increase, upon 61 days ’ prior notice to the Company.

There have been no exercises of pre-funded warrants since their issuance.

New Legislation

On July 4, 2025, the “One Big Beautiful Bill Act” (the “Act”) was enacted into law.

The Act contains changes to U.S.

tax law including provisions allowing accelerated tax deductions for qualified research and development expenditures.

We are in the process of evaluating the impact of the Act on our Consolidated Financial Statements.

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-Q

Item 1. Financial Statements