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424B5 1 tm2614155-1_424b5.htm 424B5 tm2614155-1_424b5 - none - 5.4104137s

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-284661

PROSPECTUS SUPPLEMENT
(To Prospectus Dated February 3, 2025)

$250,000,000

Common Stock

We have entered into an Open Market Sale AgreementSM (the sales agreement) with Jefferies LLC (Jefferies), as our sales agent, relating to the shares of our common stock offered by this prospectus supplement and the accompanying base prospectus, or this prospectus. In accordance with the terms of the sales agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $250,000,000 from time to time through or to Jefferies, as our agent.

Our common stock is listed on The Nasdaq Global Market (Nasdaq), under the symbol “AVBP.” On May 8, 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 the market” offerings as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the Securities Act). Jefferies is not required to sell any specific amount of securities but will act as our sales agent using commercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreed terms between Jefferies and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

Jefferies will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price of common stock sold under the sales agreement. See “Plan of Distribution” beginning on page S-16 for additional information regarding the compensation to be paid to Jefferies. In connection with the sale of the common stock on our behalf, Jefferies will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Jefferies will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to Jefferies with respect to certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended (the Exchange Act).

We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus.

Our business and an investment in our common stock involve significant risks. These risks are described under the caption “Risk Factors” beginning on page S-4 of this prospectus supplement and in the documents incorporated by reference into this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Jefferies

Prospectus Supplement dated May 11, 2026

	Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-ii
PROSPECTUS SUPPLEMENT SUMMARY		S-1
THE OFFERING		S-3
RISK FACTORS		S-4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		S-6
USE OF PROCEEDS		S-8
DILUTION		S-9
DESCRIPTION OF CAPITAL STOCK		S-11
CERTAIN PROVISIONS OF DELAWARE LAW AND OF OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND AMENDED AND RESTATED BYLAWS		S-12
PLAN OF DISTRIBUTION		S-16
LEGAL MATTERS		S-17
EXPERTS		S-17
INCORPORATION OF INFORMATION BY REFERENCE		S-17

	ABOUT THIS PROSPECTUS					ii
	PROSPECTUS SUMMARY					1
	RISK FACTORS					3
	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS					4
	USE OF PROCEEDS					6
	DESCRIPTION OF CAPITAL STOCK					7
	CERTAIN PROVISIONS OF DELAWARE LAW AND OF OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND AMENDED AND RESTATED BYLAWS					10
	DESCRIPTION OF DEBT SECURITIES					14
	DESCRIPTION OF WARRANTS					20
	DESCRIPTION OF RIGHTS					22
	DESCRIPTION OF UNITS					24
	PLAN OF DISTRIBUTION					25
	LEGAL MATTERS					28
	EXPERTS					28
	WHERE YOU CAN FIND MORE INFORMATION					28
	INCORPORATION OF DOCUMENTS BY REFERENCE					28

Assumed public offering price per share			$	29.50
Net tangible book value per share as of March 31, 2026	$	6.64
Increase in net tangible book value per share attributable to this offering	$	3.48
As adjusted net tangible book value per share as of March 31, 2026 after this offering			$	10.12
Dilution per share to new investors participating in this offering			$	19.38

SEC Form 424B5 filed by ArriVent BioPharma Inc.