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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 1, 2025
ARRIVENT BIOPHARMA, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-41929 |
|
86-3336099 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
18 Campus Boulevard, Suite 100
Newtown Square, PA |
|
19073 |
| (Address
of principal executive offices) |
|
(zip
code) |
Registrant’s telephone number, including
area code: (628) 277-4836
N/A
(Former name or former
address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Common Stock,
$0.0001 par value per share |
|
AVBP |
|
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging Growth Company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01 |
Entry into a Material Definitive Agreement. |
On July 1, 2025, ArriVent BioPharma, Inc. (the “Company”)
entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, Citigroup Global
Markets Inc., and Guggenheim Securities, LLC as representatives of the several underwriters named therein (the “Underwriters”),
relating to the issuance and sale in an underwritten public offering (the “Offering”) by the Company of an aggregate of 2,482,692
shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”),
at a public offering price of $19.50 per Share (as defined below), and, in lieu of shares of Common Stock to certain investors, pre-funded warrants (the
“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 the $0.0001 per share exercise price for each Pre-Funded
Warrant. The gross proceeds to the Company from the Offering are expected to be approximately $75 million before deducting underwriting
discounts and commissions and other offering expenses. Under the terms of the Underwriting Agreement, the Underwriters have an option,
exercisable for 30 days, to purchase up to an additional 576,923 shares of Common Stock (the “Optional Shares” and, together
with the Firm Shares, the “Shares”) at the public offering price less underwriting discounts and commissions. All of the securities
of the Company in the Offering are being sold by the Company. The Offering is expected to close on or about July 3, 2025, subject
to customary closing conditions.
The Shares and Pre-Funded Warrants in the Offering will be issued pursuant
to the Company’s automatic shelf registration statement on Form S-3ASR (File No. 333-284661), which was filed with and
automatically declared effective by the Securities and Exchange Commission (the “Commission”) on February 3, 2025. A
prospectus and final prospectus supplement relating to the Offering (the “Final Prospectus Supplement”) will be filed with
the Commission on July 2, 2025 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities
Act”).
The Underwriting Agreement contains customary representations, warranties
and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including
for liabilities arising under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties
and covenants contained in the Underwriting Agreement were made only for the purposes of such agreement and as of specific dates, were
solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the terms of the Underwriting Agreement
is qualified in its entirety by reference to the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and incorporated
by reference herein.
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. The foregoing description of the terms of the Pre-Funded Warrants is qualified in its
entirety by reference to the form of Pre-Funded Warrant, which is attached as Exhibit 4.1 hereto and incorporated by reference herein.
A copy of the legal opinion of Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C. relating to the validity of the issuance and sale of the Shares and shares of common stock issuable upon exercise of the
Pre-Funded Warrants and the validity of the Pre-Funded Warrants offered in the Offering is attached as Exhibit 5.1 hereto.
On July 1, 2025, the Company issued a press release announcing
the pricing of the Offering, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated July 1, 2025, by and between the Company and Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., and Guggenheim Securities, LLC. |
| |
|
|
| 4.1 |
|
Form of Pre-Funded Warrant. |
| |
|
|
| 5.1 |
|
Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. |
| |
|
|
| 23.1 |
|
Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (contained in Exhibit 5.1). |
| |
|
|
| 99.1 |
|
Press Release of ArriVent BioPharma, Inc., dated July 1, 2025, announcing the pricing of the underwritten public offering. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements 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. |
| |
|
|
| |
By: |
/s/ Winston Kung |
| |
|
Winston Kung |
| |
|
Chief Financial Officer and Treasurer |
Date: July 2, 2025
