Form 8-K - Current report

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): May 16, 2024

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 16, 2024, the Board of Directors (the “Board”) of ArriVent BioPharma, Inc. (the “Company”) appointed John Hohneker, M.D., to the Board, effective as of May 16, 2024 (the “Effective Date”). Dr. Hohneker will serve as a Class II Director until the Company’s 2026 annual meeting of stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation, retirement or removal.

Dr. Hohneker, age 64, most recently served as President and Chief Executive Officer of Anokion SA, a Swiss biotechnology company, from January 2018 to February 2021. Prior to Anokion SA, he led Research and Development at Forma Therapeutics (“Forma”), a biotechnology company, from August 2015 to January 2018. Prior to Forma, Dr. Hohneker held various leadership roles during his 14 years at Novartis AG, from 2001 to 2015, where he most recently served as Senior Vice President and Global Head of Development, Immunology and Dermatology. Dr. Hohneker also currently serves on the board of directors for the following companies: Carisma Therapeutics, Inc. (Nasdaq: CARM), a publicly traded biotechnology company focused on discovering and developing innovative immunotherapies; Curis, Inc. (Nasdaq: CRIS), a publicly traded biotechnology company focused on the development and commercialization of innovative therapeutics for the treatment of cancer; Sonata Therapeutics, a private research stage biotechnology company, and Trishula Therapeutics, a private clinical-stage biotechnology company targeting cancer immunotherapy. Dr. Hohneker received a bachelor’s degree in chemistry from Gettysburg College and a medical degree from the University of Medicine and Dentistry of New Jersey at Rutgers Medical School.

The Board has affirmatively determined that Dr. Hohneker is an independent director pursuant to the Nasdaq Stock Market’s governance listing standards and the rules and regulations issued pursuant to the Securities Exchange Act of 1934, as amended. There are no arrangements or understandings between Dr. Hohneker and any other person pursuant to which Dr. Hohneker was appointed as a director. There are no transactions to which the Company is a party and in which Dr. Hohneker has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K. Dr. Hohneker has not previously held any positions with the Company and has no family relations with any directors or executive officers of the Company. Currently, the Board has not made a determination regarding any committee assignments for Dr. Hohneker.

Dr. Hohneker will be entitled to the standard compensation paid by the Company to its non-employee directors under the Company’s Non-Employee Director Compensation Policy (the “Non-Employee Director Compensation Policy”). Pursuant to the Non-Employee Director Compensation Policy, on the Effective Date, Dr. Hohneker was granted a non-qualified stock option to purchase shares of the Company’s common stock, effective as of the Effective Date (the “Grant Date”), with a Grant Date fair value of $352,500 (the “Initial Option Award”). The Initial Option Award will vest annually over three years following the Grant Date, subject to Dr. Hohneker continuing to provide services to the Company through each such vesting. In addition, Dr. Hohneker is entitled to receive an annual cash retainer of $45,000 for his service as a non-employee director of the Company pursuant to the Non-Employee Director Compensation Policy, prorated for the portion of the year that Dr. Hohneker serves as a director. Furthermore, pursuant to the Non-Employee Director Compensation Policy, Dr. Hohneker is entitled to receive an annual grant of non-qualified stock options to purchase shares of the Company’s common stock on the first business day after the Company’s annual meeting of stockholders (the “Annual Option Grant Date”), with a grant date fair value of $235,000 (the “Annual Option Award”). The Annual Option Award will vest on the first anniversary of the Annual Option Grant Date, subject to Dr. Hohneker continuing to provide services to the Company through such vesting.

Dr. Hohneker will also enter into an indemnification agreement in the form the Company has entered into with its other non-employee directors, which form is filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-276397), filed with the Securities and Exchange Commission on January 5, 2024.

A copy of the press release announcing Dr. Hohneker’s appointment to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated May 16, 2024.
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, MBA
		Winston Kung, MBA
		Chief Financial Officer and Treasurer

Date: May 16, 2024

Exhibit 99.1

ArriVent Appoints John Hohneker, M.D., to its Board of Directors

NEWTON SQUARE, PA – May 16, 2024 – ArriVent BioPharma, Inc., a clinical-stage company dedicated to accelerating the global development of innovative biopharmaceutical therapeutics, today announced the appointment of John Hohneker, M.D. to its Board of Directors. Dr. Hohneker brings over 30 years of experience in biopharmaceutical leadership and drug development, and currently serves on the Boards of public companies Carisma Therapeutics, Inc. and Curis, Inc., and private companies Sonata Therapeutics and Trishula Therapeutics.

“We are excited to welcome Dr. Hohneker to our Board of Directors and look forward to his partnership as we work to advance our pipeline, including our lead candidate firmonertinib, and address the unmet needs of cancer patients,” said Bing Yao, Chairman and Chief Executive Officer of ArriVent. “Dr. Hohneker brings significant medical affairs, drug development and strong market launch experience that will support the continued development of our differentiated programs.”

“I am thrilled to join the ArriVent Board of Directors, not only due to the company’s strong pipeline momentum, but because of the team’s passion for providing patients with potentially transformative medicines,” said Dr. Hohneker. “I have dedicated my career to addressing the unmet needs of patients, and I look forward to continuing that work with ArriVent.”

Most recently, Dr. Hohneker served as President and Chief Executive Officer of Anokion SA. Prior to this role, Dr. Hohneker was President of Research and Development at Forma Therapeutics, Inc., where he guided the company’s transition from a discovery-stage biotech to a clinical-stage company. Previously, Dr. Hohneker held various leadership roles during his 14 years at Novartis AG, including Senior Vice President and Global Head of Development, Immunology and Dermatology. During his tenure at Novartis, he played a key role in the development, approval and commercialization of several products. Dr. Hohneker earned his B.A. in chemistry from Gettysburg College and his M.D. from the University of Medicine and Dentistry of New Jersey at Rutgers Medical School.

About ArriVent

ArriVent is a clinical-stage biopharmaceutical company dedicated to the identification, development, and commercialization of differentiated medicines to address the unmet medical needs of patients with cancers. ArriVent seeks to utilize its team’s deep drug development experience to maximize the potential of its lead development candidate, firmonertinib, and advance a pipeline of novel therapeutics, such as next-generation antibody drug conjugates, through approval and commercialization.

About Firmonertinib

Firmonertinib (formerly furmonertinib) is an oral, highly brain-penetrant, and broadly active mutation-selective epidermal growth factor receptor (EGFR) inhibitor active against both classical and uncommon EGFR mutations, including PACC and exon 20 insertion mutations. In March 2021, firmonertinib was approved in China for first-line advanced non-small-cell lung cancer (NSCLC) with EGFR exon 19 deletion or L858R mutations and for patients with previously treated locally advanced or metastatic NSCLC with EGFR T790M mutation, otherwise known as EGFR classical mutations.

In October 2023, firmonertinib was granted U.S. Food and Drug Administration Breakthrough Therapy Designation for the treatment of patients with previously untreated locally advanced or metastatic non-squamous NSCLC with EGFR exon 20 insertion mutations.

Firmonertinib is currently being studied in a global Phase 3 trial for first-line NSCLC patients with EGFR exon 20 insertion mutations (FURVENT; NCT05607550) and in a global Phase 1b study evaluating firmonertinib in patients EGFR PACC mutations (FURTHER; NCT05364043). In addition, firmonertinib is also being studied in a clinical combination study targeting advanced or metastatic NSCLC patients with EGFR classical mutations, in partnership with InnoCare Pharma.

About EGFR mutant NSCLC

Globally, lung cancer is the leading cause of cancer-related deaths among men and women. NSCLC is the predominant subtype of lung cancer, accounting for approximately 85% of all cases. Mutational activation of the EGFR is a frequent and early event in the development of NSCLC. EGFR mutations are divided into classical and uncommon. EGFR exon 20 insertion mutations are a group of uncommon EGFR mutations and constitute approximately 9% of all EGFR mutations. PACC mutations are another group of uncommon EGFR mutations and represent approximately 12% of all EGFR mutations. Patients with NSCLC whose tumors harbor uncommon EGFR mutations have significantly lower life expectancy with available therapies and represent an area of unmet medical need.

Forward-Looking Statements

This press release includes certain disclosures that contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this press release, including statements regarding ArriVent’s ability to develop drugs that help to address the unmet needs of cancer patients, the timing, progress and results of pre-clinical studies and clinical trials for firmonertinib, including our product development plans and strategies, ArriVent’s clinical programs, future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions. Forward-looking statements are based on ArriVent’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Factors that could cause actual results to differ include, but are not limited to, risks and uncertainties that are described more fully in the section titled “Risk Factors” in ArriVent’s annual report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on March 28, 2024, and its other filings with the Securities and Exchange Commission. Forward-looking statements contained in this press release are made as of this date, and ArriVent undertakes no duty to update such information except as required under applicable law.

Contact for Investors & Media:

Argot Partners

212.600.1902

ArriVent@argotpartners.com

Cover	May 16, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 16, 2024
Entity File Number	001-41929
Entity Registrant Name	ARRIVENT BIOPHARMA, INC.
Entity Central Index Key	0001868279
Entity Tax Identification Number	86-3336099
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	18 Campus Boulevard
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Newtown Square
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19073
City Area Code	628
Local Phone Number	277-4836
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	AVBP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false