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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.
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
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