Form 8-K/A - Current report: [Amend]

 

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT 

Pursuant to Section 13 or 15(d) 

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 20, 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: [phone]

 

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. ¨

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 to Current Report on Form 8-K (the “Form 8-K/A”) amends and restates the Current Report on Form 8-K of ArriVent BioPharma, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission on April 22, 2024 (the “Original Form 8-K”), which reported the appointment of Kristine Peterson to the Company’s Board of Directors. This Form 8-K/A is being filed to amend and restate Item 5.02 of the Original Form 8-K to provide, among other things, the committee assignment information omitted from the Original Form 8-K.

 

 

 

 

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

 

On April 20, 2024, the Board of Directors (the “Board”) of ArriVent BioPharma, Inc. (the “Company”) appointed Kristine Peterson to the Board, effective immediately (the “Effective Date”). Ms. Peterson will serve as a Class III Director until the Company’s 2027 annual meeting of stockholders and until her successor has been duly elected and qualified, or until her earlier death, resignation, retirement or removal.

 

Ms. Peterson, age 64, most recently served as Chief Executive Officer for Valeritas, Inc. from 2009 to 2016. Prior to joining Valeritas, Ms. Peterson was Company Group Chair of the biotechnology group at Johnson & Johnson from 2006 until 2009, where she was responsible for Commercial, Research & Development, and biologics manufacturing for oncology, immunology and cell therapy, and was Executive Vice President of Pharmaceutical Group Strategic Marketing from 2004 to 2006. Previously, she served as President and Senior Vice President, Commercial Operations for Biovail Corporation. Earlier in her career, Ms. Peterson spent 20 years at Bristol-Myers Squibb Company in a variety of senior roles across multiple disease areas, including running their cardiovascular and metabolics business unit. Ms. Peterson has served on the boards of directors of Enanta Pharmaceuticals since September 2017 and Immunocore Holdings since November 2017. She previously served on the boards of directors for ImmunoGen, Inc., Amarin Corporation plc, EyePoint Pharmaceuticals and Paratek Pharmaceuticals. Additionally, she previously served as a senior advisor to the Healthcare Businesswomen’s Association and a Member of the Biotechnology Industry Organization (BIO) Board. Ms. Peterson has a B.S. and an M.B.A. from the University of Illinois at Urbana-Champaign.

 

The Board has affirmatively determined that Ms. Peterson is an independent director pursuant to the Nasdaq Stock Market’s governance listing standards and those rules and regulations issued pursuant to the Securities Exchange Act of 1934, as amended. There are no arrangements or understandings between Ms. Peterson and any other person pursuant to which Ms. Peterson was appointed as a director. There are no transactions to which the Company is a party and in which Ms. Peterson has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K. Ms. Peterson has not previously held any positions with the Company and has no family relations with any directors or executive officers of the Company. On July 3, 2024, the Board appointed Ms. Peterson to the Compensation Committee of the Board, effective immediately.

 

Ms. Peterson 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”), a copy of which is filed as Exhibit 10.5 of 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 (the “Form S-1”). Pursuant to the Non-Employee Director Compensation Policy, on the Effective Date, Ms. Peterson was granted a non-qualified stock option to purchase shares of the Company’s common stock, effective as of April 22, 2024 (the “Grant Date”), with a Grant Date fair value of $352,500 (the “Option”). The Option will vest annually over three years following the Grant Date, subject to Ms. Peterson continuing to provide services to the Company through each such vesting. In addition, Ms. Peterson is entitled to receive an annual cash retainer of $45,000 for her service as a non-employee director of the Company pursuant to the Company’s Non-Employee Director Compensation Policy, prorated for the portion of the year that Ms. Peterson serves as a director.

 

Ms. Peterson 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 Form S-1.

 

A copy of the press release announcing Ms. Peterson’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 April 22, 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: July 9, 2024

 

 

 

 

Exhibit 99.1

 

 

ArriVent Appoints Kristine Peterson to its Board of Directors

 

NEWTON SQUARE, PA – April 22, 2024 – ArriVent BioPharma, Inc., a clinical-stage company dedicated to accelerating the global development of innovative biopharmaceutical therapeutics, today announced the appointment of Kristine Peterson to its Board of Directors. Ms. Peterson brings over 30 years of biopharmaceutical leadership experience, and currently serves on the Boards of public companies Immunocore, Inc. and Enanta Pharmaceuticals.

 

“We are thrilled for Kris to join our Board of Directors at such an important time for ArriVent, as we advance the development of firmonertinib in multiple non-small cell lung cancer (“NSCLC”) indications,” said Bing Yao, Chairman and Chief Executive Officer of ArriVent. “Kris has a proven track record of strong leadership across the biotech and pharmaceutical industries, with experience successfully launching and commercializing multiple products. Her insight and counsel as a member of our Board will be invaluable as we work to maximize the potential of our pipeline and ensure our medicines reach the patients who need them most.”

 

“I am excited to work alongside ArriVent’s talented management team and Board of Directors to help address the unmet needs of cancer patients,” said Ms. Peterson. “I look forward to providing strategic insights to support ArriVent’s mission of identifying and developing potentially transformative medicines.”

 

Ms. Peterson has served as a Board Member for multiple companies, including ImmunoGen, Inc., Immunocore, Inc., Enanta Pharmaceuticals, Paratek Pharmaceuticals, Amarin Corporation and EyePoint Pharma. Most recently, she served as Chief Executive Officer for Valeritas, Inc., where she led the company’s development from early-stage R&D through to commercialization. Prior to Valeritas, Ms. Peterson held executive leadership roles at Johnson & Johnson, including Company Group Chair for their worldwide biotech and oncology groups, where she grew those businesses to more than $6 billion in sales, launched several new products, licensed new therapeutics, and rebuilt oncology R&D. Previously, she was also President and Senior Vice President, Commercial Operations for Biovail Corporation, where she oversaw the U.S. and Canadian business units. Earlier in her career, Ms. Peterson spent 20 years at Bristol-Myers Squibb in a variety of senior roles, including running their cardiovascular and metabolics business unit. She earned her B.S. and M.B.A from the University of Illinois at Urbana-Champaign.

 

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 in patients suffering from cancer, with an initial focus on solid tumors.

 

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

[e-mail]

 

1 

 

Cover	Apr. 20, 2024
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	This Amendment No. 1 to Current Report on Form 8-K (the “Form 8-K/A”) amends and restates the Current Report on Form 8-K of ArriVent BioPharma, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission on April 22, 2024 (the “Original Form 8-K”), which reported the appointment of Kristine Peterson to the Company’s Board of Directors. This Form 8-K/A is being filed to amend and restate Item 5.02 of the Original Form 8-K to provide, among other things, the committee assignment information omitted from the Original Form 8-K.
Document Period End Date	Apr. 20, 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

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