ArriVent BioPharma files automatic shelf with $250,000,000 ATM sales agreement

ArriVent BioPharma, Inc. (Nasdaq: AVBP) filed an automatic shelf registration statement on Form S-3ASR on February 3, 2025. The company describes itself as a well-known seasoned issuer, which is what allows the automatic shelf process. The base prospectus covers common stock, preferred stock, debt securities, warrants, rights and units that the company may offer from time to time, in one or more offerings. The base prospectus says those securities may be sold directly, through agents, or through underwriters or dealers.

The filing attaches a sales agreement prospectus supplement covering up to $250,000,000 of common stock. The base prospectus says the terms of any other securities will be set out in later supplements. The filing reports no price or sale for the program, only the terms of the agreement.

The sales agreement with Jefferies

ArriVent has entered into an Open Market Sale Agreement with Jefferies LLC as its sales agent. The company may offer and sell shares of common stock with an aggregate offering price of up to $250,000,000 through or to Jefferies. The supplement says the sales would be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933.

Jefferies is not required to sell any specific amount. It will act as sales agent using commercially reasonable efforts, consistent with its normal trading and sales practices, on terms agreed between Jefferies and ArriVent. Jefferies will receive a commission of 3.0% of the gross sales price of common stock sold under the agreement. The supplement says no funds will be placed in escrow, trust or a similar arrangement.

The supplement names Jefferies as the only sales agent. It also says Jefferies will be deemed an "underwriter" under the Securities Act, and its commission will be treated as underwriting commissions or discounts. ArriVent agreed to indemnify Jefferies and to contribute toward certain liabilities, including those under the Securities Act and the Exchange Act. The supplement refers readers to its plan of distribution on page S-16 for more on compensation.

The supplement bases the post-offering share count on 33,694,355 shares of common stock issued and outstanding as of September 30, 2024, a date before the February 3, 2025 filing. It excludes 2,527,417 shares issuable on exercise of stock options outstanding on that date. The number of shares outstanding after any sales will depend on how many shares are sold and at what prices.

The common stock trades on The Nasdaq Global Market under the symbol AVBP. The last reported sale price was $29.09 per share on January 30, 2025.

Use of proceeds and risk

ArriVent says it currently intends to use the net proceeds, together with existing cash resources, to support its activities for firmonertinib and its other pipeline programs, and for working capital and other general corporate purposes.

The supplement warns that purchasers of the common stock may lose all or part of their investment. The base prospectus urges prospective purchasers to obtain current information on market prices. It also says the number of shares outstanding after the offering will vary with the number sold and the prices at which they are sold.

Who is named

ArriVent's principal executive offices are at 18 Campus Boulevard, Suite 100, Newtown Square, Pennsylvania. The registration statement names Zhengbin (Bing) Yao, Ph.D., the chief executive officer, as the agent for service. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., of Boston, Massachusetts, is named as counsel that will pass upon the validity of the securities to be offered. Three of its lawyers, John T. Rudy, Matthew T. Simpson and Nishant M. Dharia, are listed under "copies to" on the cover.

The experts section cites audited financial statements as of December 31, 2023 and 2022, with KPMG LLP named as the independent registered public accounting firm.

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