ArriVent BioPharma Inc美股招股说明书(2025-07-02版)

2,482,692 Shares of Common StockPre-Funded Warrants to Purchase Up to 1,363,469 Shares of CommonStock We are offering 2,482,692 shares of our common stock and, in lieu of common stock to certaininvestors that so choose, pre-funded warrants to purchase up to 1,363,469 shares of common stock. Thepurchase price of each pre-funded warrant equals the price per share at which common stock is beingsold to the public in this offering, minus $0.0001, and the exercise price of each pre-funded warrantequals $0.0001 per share. Our common stock is listed on The Nasdaq Global Market (Nasdaq) under the symbol “AVBP.” Thelast reported sale price of our common stock on Nasdaq on July1, 2025 was $20.89 per share. There isno established public trading market for the pre-funded warrants, and we do not expect a market todevelop. In addition, we do not intend to apply for a listing of the pre-funded warrants on Nasdaq, anyother national securities exchange or any other nationally recognized trading system. We refer you to “Underwriting” beginning on pageS-15of this prospectus supplement for additional information regarding totalunderwriting compensation. We have granted the underwriters an option for a period of 30days to purchase up to an additional576,923 shares of our common stock. If the underwriters exercise the option in full, the total underwritingdiscounts and commissions payable by us will be $5.2 million, and the total gross proceeds to us will be$86.3 million. See “Underwriting” for more information. Investing in our common stock involves a high degree of risk. Please read “Risk Factors”beginning on pageS-7of this prospectus supplement and beginning on page 3 of theaccompanying prospectus and in the documents that are incorporated by reference into thisprospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or passed upon the adequacy or accuracy of thisprospectus supplement or the accompanying prospectus. Any representation to the contrary is acriminal offense. Delivery of the shares of common stock and pre-funded warrants will be made on or about July3,2025. Joint Book-Running Managers Oppenheimer & Co. LifeSci Capital Jones TABLE OF CONTENTS Prospectus Supplement About this Prospectus SupplementS-iiProspectus Supplement SummaryS-1The OfferingS-5Risk FactorsS-7Special Note Regarding Forward-Looking StatementsS-9Use of ProceedsS-10Dividend PolicyS-11DilutionS-12Description of Pre-Funded WarrantsS-13UnderwritingS-15Legal mattersS-24ExpertsS-24Where You Can Find More InformationS-24Incorporation by ReferenceS-25 About this ProspectusiiProspectus Summary1Risk Factors3Special Note Regarding Forward-Looking Statements4Use of Proceeds6Description of Capital Stock7Certain Provisions of Delaware Law and of Our Amended and Restated Certificate of Incorporationand Amended and Restated Bylaws10Description of Debt Securities14Description of Warrants20Description of Rights22Description of Units24Plan of Distribution25Legal Matters28Experts28Where You Can Find More Information28Incorporation of Documents by Reference28 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a “shelf” registrationstatement on Form S-3ASR that we filed with the Securities and Exchange Commission (SEC), onFebruary3, 2025, which became automatically effective upon filing. This document is in two parts. Thefirst part is this prospectus supplement, which describes the specific terms of this offering of commonstock and pre-funded warrants and also adds to and updates information contained in the accompanyingprospectus and the documents incorporated by reference herein. The second part, the accompanyingprospectus, including the documents incorporated by reference therein, provides more generalinformation. Generally, when we refer to this prospectus, we are referring to both parts of this documentcombined. To the extent there is a conflict between the information contained in this prospectussupplement and the information contained in the accompanying prospectus or any documentincorporated by reference therein filed prior to the date of this prospectus supplement, you should rely onthe information in this prospectus supplement; provided that if any statement in one of these documentsis inconsistent with a statement in another document having a later date, for example, a documentincorporated by reference in the accompanying prospectus, the statement in the document having thelater date modifies or supersedes the earlier statement. We further note that the representations, warranties and covenants made by us in any agreementthat is filed as an exhibit to any document that is incorporated by reference herein were made solely forthe benefit of the parties to such agreement, including, in some cases, for the purpose of allocating riskamong the parties to such agreements, and should not be deemed to be