ArriVent BioPharma Inc美股招股说明书(2026-05-11版)

Common Stock We have entered into an Open Market Sale Agreement(the sales agreement) with Jefferies LLC(Jefferies), as our sales agent, relating to the shares of our common stock offered by this prospectussupplement and the accompanying base prospectus, or this prospectus. In accordance with the terms of thesales agreement, we may offer and sell shares of our common stock having an aggregate offering price of upto $250,000,000 from time to time through or to Jefferies, as our agent.SM Our common stock is listed on The Nasdaq Global Market (Nasdaq), under the symbol “AVBP.” OnMay8, 2026, the last reported sale price of our common stock was $29.50 per share. Sales of our common stock, if any, under this prospectus will be made in sales deemed to be “at themarket” offerings as defined in Rule415 promulgated under the Securities Act of 1933, as amended (theSecurities Act). Jefferies is not required to sell any specific amount of securities but will act as our salesagent using commercially reasonable efforts consistent with their normal trading and sales practices, onmutually agreed terms between Jefferies and us. There is no arrangement for funds to be received in anyescrow, trust or similar arrangement. Jefferies will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price ofcommon stock sold under the sales agreement. See “Plan of Distribution” beginning on pageS-16foradditional information regarding the compensation to be paid to Jefferies. In connection with the sale of thecommon stock on our behalf, Jefferies will be deemed to be an “underwriter” within the meaning of theSecurities Act and the compensation of Jefferies will be deemed to be underwriting commissions ordiscounts. We have also agreed to provide indemnification and contribution to Jefferies with respect tocertain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, asamended (the Exchange Act). We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of2012 and, as such, have elected to comply with certain reduced public company reporting requirements forthis prospectus. Our business and an investment in our common stock involve significant risks. These risks are describedunder the caption “Risk Factors” beginning on pageS-4of this prospectus supplement and in the documentsincorporated by reference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representationto the contrary is a criminal offense. Jefferies Prospectus Supplement dated May11, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-6USE OF PROCEEDSS-8DILUTIONS-9DESCRIPTION OF CAPITAL STOCKS-11CERTAIN PROVISIONS OF DELAWARE LAW AND OF OUR AMENDED AND RESTATEDCERTIFICATE OF INCORPORATION AND AMENDED AND RESTATED BYLAWSS-12PLAN OF DISTRIBUTIONS-16LEGAL MATTERSS-17EXPERTSS-17INCORPORATION OF INFORMATION BY REFERENCES-17ABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1RISK FACTORS3SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS4USE OF PROCEEDS6DESCRIPTION OF CAPITAL STOCK7CERTAIN PROVISIONS OF DELAWARE LAW AND OF OUR AMENDED AND RESTATEDCERTIFICATE OF INCORPORATION AND 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 is part of an automatic shelf registration statement on Form S-3 that wefiled with the Securities and Exchange Commission (the SEC), as a “well-known seasoned issuer” asdefined in Rule405 under the Securities Act. Under the shelf registration process, we may offer shares ofour common stock having an aggregate offering price of up to $250,000,000 from time to time under thisprospectus supplement at prices and on terms to be determined by market conditions at the time of theoffering. We provide information to you about this offering of shares of our common stock in two separatedocuments that are bound together: (1)this prospectus supplement, which describes the specific detailsregarding this offering; and (2)the accompanying base prospectus, which provides general information,some of which may not apply to this offering. Generally, when we refer to this “prospectus,” we arereferring to both documents combined. If information in this prospectus supplement is inconsistent with theaccompanying base prospectus, you should rely on this prospectus supplement, except as provided in thefollowing sentence. If the information contained in this prospectus supplement differs or varies from theinformation contained