UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On May 11, 2026, ArriVent BioPharma, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement (the “Prospectus Supplement”), dated May 11, 2026, with respect to the Company’s existing “at the market offering” program (the “ATM Program”). Pursuant to the Prospectus Supplement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $250,000,000, from time to time, through Jefferies LLC as sales agent, pursuant to the Open Market Sale AgreementSM, dated as of February 3, 2025, by and between the Company and Jefferies LLC (the “Sales Agreement”). The Prospectus Supplement was filed pursuant to the automatic shelf registration statement on Form S-3ASR (File No. 333-284661) previously filed with the SEC on February 3, 2025, which became effective upon the filing thereof.
A copy of the Sales Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with the filing of the Prospectus Supplement, the Company is filing as Exhibit 5.1 hereto the opinion of its counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Number | Description | |
| 1.1 | Open Market Sale AgreementSM, dated February 3, 2025, by and between ArriVent BioPharma, Inc. and Jefferies LLC (incorporated by reference to Exhibit 1.2 to the Registration Statement on Form S-3ASR (File No. 333-284661) filed with the Securities and Exchange Commission on February 3, 2025). | |
| 5.1* | Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. | |
| 23.1* | Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1). | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Filed herewith. | |
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 | |
| Winston Kung | ||
| Chief Financial Officer and Treasurer | ||
Date: May 11, 2026
Exhibit 5.1
 |
One Financial Center Boston, MA 617-542-6000 www.mintz.com |
May 11, 2026
ArriVent BioPharma, Inc.
18 Campus Boulevard, Suite 100
Newtown Square, PA 19073
Ladies and Gentlemen:
We have acted as counsel to ArriVent BioPharma, Inc., a Delaware corporation (the “Company”), with respect to certain matters in connection with the Automatic Shelf Registration Statement on Form S-3ASR (File No. 333-284661) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), the related prospectus dated February 3, 2025 included within the Registration Statement (the “Base Prospectus”) and the prospectus supplement dated May 11, 2026, relating to the issue and sale of up to $250,000,000 of shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), each filed with the Commission pursuant to Rule 424(b) promulgated under the Act (together with the Base Prospectus, the “Prospectus”). The Shares are to be sold by the Company in accordance with that certain Sales Agreement, dated February 3, 2025, between the Company and Jefferies LLC (the “Sales Agreement”), as described in the Prospectus.
In connection with this opinion, we have examined the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, both as currently in effect, such other records of the corporate proceedings of the Company, and certificates of the Company’s officers as we have deemed relevant, as well as the Registration Statement and the exhibits thereto and the Prospectus.
In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies and the authenticity of the originals of such copies.
Based upon the foregoing, and subject to the limitations set forth below, we are of the opinion that the Shares, when issued by the Company out of the Company’s duly authorized common stock and issued and delivered by the Company against payment therefor as contemplated by the Sales Agreement, on terms approved by the Board of Directors of the Company, or a duly authorized committee thereof, will be duly and validly issued, fully paid and nonassessable.
Our opinion is limited to the General Corporation Law of the State of Delaware, and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.
We have relied as to certain matters on information obtained from public officials, officers of the Company, and other sources believed by us to be responsible.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.
Boston Los Angeles MIAMI New York San Diego San Francisco toronto Washington
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
MINTZ
May 11, 2026 Page 2 |  |
We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act and to the use of this firm’s name therein and in the Prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
| Very truly yours, | |
| /s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. | |
| Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. |