[8-K] ArriVent BioPharma, Inc. Reports Material Event

Rhea-AI Filing Summary

Borr Drilling Limited (BORR) has launched a preliminarily marketed public offering of 50 million common shares via a two-step settlement structure. Approximately 30 million shares are expected to settle on 7 July 2025 (the “First Settlement”) while the remaining 20 million will settle on or about 7 August 2025 (the “Second Settlement”) only if shareholders approve an increase in authorised share capital at a Special General Meeting (SGM) on 6 August 2025. The shares are listed on the NYSE; the last reported price on 1 July 2025 was $1.95.

Net proceeds—whose exact amount will depend on final pricing—are earmarked for general corporate purposes such as debt service, capital expenditure and working-capital needs. The equity raise is also a condition precedent for agreed amendments to Borr’s financing package: commitments have been received to lift the Super Senior Revolving Credit Facility to $200 million (+$50 million), re-classify the $45 million guarantee line, and add a new $34 million senior secured RCF, jointly raising available liquidity by more than $100 million and easing covenant thresholds (lower liquidity minimum, higher leverage ceiling, lower coverage ratios).

Operationally, Borr has booked 13 new contract awards/LOIs/LOAs in 2025, adding ~3,010 potential rig-days and $366 million of revenue backlog (average day-rate $121k). Contract coverage now stands at 84% for 2025 and 45% for 2026 at average day-rates of $144k and $141k, respectively.

Leadership refresh: CCO Bruno Morand will become CEO on 1 September 2025; current CEO Patrick Schorn will transition to Executive Chair, while Chairman Tor Olav Trøim will remain on the board. Investor Granular Capital’s CIO, Thiago Mordehachvili, is nominated to join the board, contingent on SGM approval to expand board size.

Several insiders—Schorn ($1 m), Morand ($0.3 m) and Drew Holding Ltd. ($10 m)—intend to subscribe, all electing to receive shares in the Second Settlement. If the SGM fails, only the First Settlement closes, leaving the remaining 20 million shares undelivered.

Positive

• Liquidity boost: Equity proceeds combined with expanded RCF/guarantee lines add >$100 million of available liquidity.
• Backlog growth: 13 new contract commitments add $366 million and lift 2025 coverage to 84 %.
• Insider support: Senior management and major shareholder commitments signal confidence.
• Orderly succession: Planned CEO transition keeps strategic continuity.
• Covenant relief: Lower minimum liquidity ($30 m) and higher leverage ceiling (6.0×) provide financial flexibility.

Negative

• Dilution risk: Full issuance increases share count by ~21 %, pressuring per-share metrics.
• Contingent capital: 20 million shares and related cash depend on SGM approval; failure would reduce proceeds.
• High leverage: Long-term debt remains near $2 billion, still a key risk despite equity infusion.
• Low pricing: Offering likely priced near $2 level, well below historical norms, signalling limited market appetite.
• Conditional credit lines: RCF amendments require successful $100 million raise, linking two execution risks.

Insights

Equity Capital Markets Analyst

TL;DR – Offer strengthens liquidity and aligns with covenant relief, but hinges on shareholder approval and is dilutive.

The 50 million-share raise should add roughly $95-100 million (assuming pricing near the $1.95 reference) in fresh equity, satisfying a key condition for upsizing and loosening the Super Senior RCF. The simultaneous increase in borrowing capacity (> $100 million) materially improves near-term liquidity for debt service and working capital while avoiding punitive short-term refinancing. However, failure to secure the SGM vote would eliminate 40% of the capital sought and could jeopardise the new credit facilities. Existing holders face ~21 % dilution at full settlement (from 236 million to 286 million shares). Insider participation and recent contract wins signal management confidence, but leverage remains high (~$2 billion of long-term debt) and equity is raised at depressed levels.

Offshore Drilling Industry Specialist

TL;DR – New backlog and average day-rate support earnings visibility; liquidity moves reduce counterparty risk.

Adding 3,010 contract days and $366 million in potential revenue at an average $121k day-rate confirms a tightening shallow-water jack-up market. Coverage of 84 % for 2025 and 45 % for 2026 provides solid earnings visibility and should help service the fleet’s heavy maintenance and debt schedule. Management succession appears orderly, retaining industry expertise. The equity raise, though dilutive, lowers refinancing risk and may improve customer confidence that Borr can mobilise and operate rigs without liquidity constraints. Overall, strategically positive for long-run competitiveness.

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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): July 1, 2025

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 1.01 Entry into a Material Definitive Agreement.

On July 1, 2025, ArriVent BioPharma, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., and Guggenheim Securities, LLC as representatives of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale in an underwritten public offering (the “Offering”) by the Company of an aggregate of 2,482,692 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at a public offering price of $19.50 per Share (as defined below), and, in lieu of shares of Common Stock to certain investors, pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,363,469 shares of Common Stock at a public offering price of $19.4999 per Pre-Funded Warrant, which represents the per share public offering price for the Shares less the $0.0001 per share exercise price for each Pre-Funded Warrant. The gross proceeds to the Company from the Offering are expected to be approximately $75 million before deducting underwriting discounts and commissions and other offering expenses. Under the terms of the Underwriting Agreement, the Underwriters have an option, exercisable for 30 days, to purchase up to an additional 576,923 shares of Common Stock (the “Optional Shares” and, together with the Firm Shares, the “Shares”) at the public offering price less underwriting discounts and commissions. All of the securities of the Company in the Offering are being sold by the Company. The Offering is expected to close on or about July 3, 2025, subject to customary closing conditions.

The Shares and Pre-Funded Warrants in the Offering will be issued pursuant to the Company’s automatic shelf registration statement on Form S-3ASR (File No. 333-284661), which was filed with and automatically declared effective by the Securities and Exchange Commission (the “Commission”) on February 3, 2025. A prospectus and final prospectus supplement relating to the Offering (the “Final Prospectus Supplement”) will be filed with the Commission on July 2, 2025 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities arising under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for the purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and incorporated by reference herein.

The Pre-Funded Warrants are exercisable at any time after their original issuance. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 4.99%, or, at the election of such holder upon issuance, 9.99%, of the number of shares of common stock outstanding or more than 4.99%, or, at the election of such holder upon issuance, 9.99%, of the combined voting power of the Company’s securities outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage to any other percentage not exceeding 19.99%, in the case of an increase, upon 61 days’ prior notice to the Company. The foregoing description of the terms of the Pre-Funded Warrants is qualified in its entirety by reference to the form of Pre-Funded Warrant, which is attached as Exhibit 4.1 hereto and incorporated by reference herein.

A copy of the legal opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to the validity of the issuance and sale of the Shares and shares of common stock issuable upon exercise of the Pre-Funded Warrants and the validity of the Pre-Funded Warrants offered in the Offering is attached as Exhibit 5.1 hereto.

Item 8.01 Other Events.

On July 1, 2025, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item  9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated July 1, 2025, by and between the Company and Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., and Guggenheim Securities, LLC.
4.1		Form of Pre-Funded Warrant.
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. (contained in Exhibit 5.1).
99.1		Press Release of ArriVent BioPharma, Inc., dated July 1, 2025, announcing the pricing of the underwritten public offering.
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
		Winston Kung
		Chief Financial Officer and Treasurer

Date: July 2, 2025

FAQ

Why is Borr Drilling (BORR) issuing 50 million new shares?

The company seeks cash for general corporate purposes such as debt repayment, capex and working capital, and to satisfy conditions for expanding its revolving credit facilities.

What happens if shareholders do not approve the extra authorised shares at the 6 Aug 2025 SGM?

Only the 30 million shares settling on 7 Jul 2025 will be issued; the remaining 20 million Second Settlement shares will be cancelled and no proceeds received.

How will the offering affect BORR’s share count?

Shares outstanding would rise from 236.2 million to 266.2 million after the First Settlement and to 286.2 million after the Second Settlement, a ~21 % increase.

How does the credit facility amendment improve liquidity?

Commitments lift the Super Senior RCF to $200 m, add a $34 m new RCF and free the $45 m guarantee line, increasing available liquidity by >$100 m and easing covenants.

What new business has BORR secured in 2025?

Thirteen contract awards/LOIs/LOAs add ~3,010 rig-days and $366 million of potential revenue, pushing 2025 fleet coverage to 84 %.

Who will be the new CEO of Borr Drilling?

Chief Commercial Officer Bruno Morand will succeed Patrick Schorn as CEO on 1 September 2025; Schorn will become Executive Chair.