Aptevo Therapeutics Inc SEC Filings

Aptevo Therapeutics has announced its 2025 Annual Meeting of Stockholders to be held virtually on July 24, 2025. The company is presenting eight key proposals for stockholder consideration:

• Election of two directors to serve until 2028
• Ratification of Baker Tilly US as independent auditor
• Approval of a reverse stock split at a ratio between 1-for-6 to 1-for-22
• Authorization to issue >19.99% of common stock under Standby Equity Purchase Agreement with Yorkville
• Approval of Third Amended and Restated 2018 Stock Incentive Plan
• Advisory vote on 2024 executive compensation
• Approval to issue >19.99% of common stock related to warrant agreement from June 2025
• Authorization for meeting adjournment if needed

The virtual meeting will be held at www.virtualshareholdermeeting.com/APVO2025. Record date is June 20, 2025, with 3,224,156 shares eligible to vote. The Board recommends voting "FOR" all proposals.

Schedule 13G filing overview: On 18 June 2025, L1 Capital Global Opportunities Master Fund, Ltd. (“L1 Capital GO MF”) disclosed a passive stake in Aptevo Therapeutics Inc. (APVO).

• Shares owned: 285,000 common shares.
• Ownership percentage: 9.95 % of the 2,864,156 shares outstanding immediately after the company’s June 2025 offering (as cited in the issuer’s Rule 424(b)(4) prospectus).
• Voting & dispositive power: Sole power over all 285,000 shares; no shared power reported.
• Additional securities not counted in ownership figure: 1,489,375 common stock warrants, 12,875 pre-funded warrants, and 20,000 warrants purchased on 25 April 2025. These instruments are subject to a 4.99 % beneficial-ownership cap and therefore excluded from the 9.95 % calculation.
• Reporting party details: Cayman Islands entity; directors David Feldman and Joel Arber sign the filing and disclaim personal beneficial ownership beyond their indirect control.
• Certification: The filer states the securities were not acquired with the purpose of influencing control of APVO.

Implications for investors: The disclosure positions L1 Capital GO MF as a near-10 % holder, signalling institutional interest ahead of potential warrant exercises that could materially raise its economic exposure and, if later exempt from the 4.99 % cap, increase dilution. No change in management or business strategy is indicated; the filing is for passive ownership compliance.

Schedule 13G/A Amendment No. 1 filed by L1 Capital Global Opportunities Master Fund, Ltd. reports beneficial ownership of 20,000 warrants in Aptevo Therapeutics Inc. (CUSIP 03835L504). This stake equals 0.70 % of the 2,864,156 common shares outstanding after the June 2025 offering and is held with sole voting and dispositive power; no shared power is indicated.

The Cayman-based fund’s position is below the 5 % threshold, qualifying for passive Schedule 13G reporting. A certification affirms the securities were not acquired to influence control of the issuer. Directors David Feldman and Joel Arber are named as potential beneficial owners but expressly disclaim such ownership for all other purposes.

The amendment also references an earlier filing covering 421,000 shares purchased on 21 April 2025, clarifying that the current reportable holding is limited to the 20,000 warrants noted above.

Aptevo Therapeutics Inc. (NASDAQ: APVO) filed a prospectus supplement dated June 20, 2025 that updates its existing at-the-market (ATM) equity program with Roth Capital Partners. The supplement increases the remaining capacity available under the Form S-3 shelf registration to up to $8.04 million of additional common stock.

The adjustment reflects a rise in the company’s public float to $47.7 million (3,224,152 non-affiliate shares at $14.80 per share) as of June 20, 2025, which raises the one-third issuance limit permitted by General Instruction I.B.6 of Form S-3. During the prior 12-month period Aptevo already sold $7.87 million of stock under the ATM, leaving the newly disclosed capacity of $8.04 million before the 12-month ceiling of roughly $15.91 million is reached.

To date, the company has issued 481,828 shares for gross proceeds of $3.77 million at an average price of approximately $7.81 per share. The latest Nasdaq closing price was $4.17 (June 20, 2025), markedly below the $14.80 reference price used to calculate float, implying material dilution if additional shares are sold at current levels.

Aptevo cautions investors to review the risk factors in the original and prior prospectuses. No changes to use of proceeds or business strategy are disclosed; the document purely updates the share-sale capacity. Future supplements will be filed if the float increases sufficiently to permit higher issuance volumes.

Aptevo Therapeutics Inc. (NASDAQ: APVO) filed an 8-K to disclose a capital raise and several portfolio updates. On 18 June 2025 the Company signed a Securities Purchase Agreement with institutional investors for a registered direct offering (the “Offering”) that closed on 20 June 2025. The structure consisted of (i) 2,105,000 shares of common stock and (ii) pre-funded warrants for up to 360,000 shares, each sold together with five five-year common warrants (exercise price $3.25). The unit price was $3.25 for stock or $3.249 for a pre-funded warrant, reflecting the $0.0001 exercise price on the pre-funded component.

The common warrants cannot be exercised until stockholder approval is obtained under Nasdaq Capital Market rules; if approval is not obtained, the warrants become non-exercisable and have no value. The exercise price is subject to customary anti-dilution adjustments but will not reset below $0.65. Pre-funded warrants are immediately exercisable at $0.001 per share and remain outstanding until fully exercised.

The Company received net proceeds of approximately $7.45 million after deducting estimated offering expenses and a 7.0 % placement fee paid to Roth Capital Partners, LLC, which served as exclusive placement agent under a separate Placement Agency Agreement. Aptevo has agreed (1) not to issue additional equity until the earlier of stockholder approval or 60 days after closing, and (2) not to enter variable-price security agreements for three months, subject to usual exceptions.

Use of proceeds: working capital, funding of clinical programs and general corporate purposes, including continued development of its product candidates.

Pipeline communications: Concurrent press releases announced (i) data from the ongoing Phase 1b/2 RAINIER trial of CD123 × CD3 bispecific mipletamig in AML, and (ii) the addition of pre-clinical candidate APVO455, expanding the Company’s CD3-directed portfolio for hematologic and solid tumors. No efficacy or safety metrics were included in the filing.

Key takeaways for investors

• Approximately $7.45 million of fresh capital extends runway and supports clinical milestones.
• Unit structure with five leverage-creating common warrants introduces a substantial potential dilution overhang (up to 12.3 million shares) if stockholder approval is obtained and warrants are exercised.
• Failure to secure approval would render warrants valueless, potentially disappointing investors who participated for warrant upside but limiting future dilution for existing shareholders.
• Lock-up provisions are relatively short, limiting near-term additional issuance but not providing long-term protection.
• Pipeline momentum continues with new candidate APVO455 and ongoing mipletamig study, signaling R&D progress, though concrete clinical data are not yet disclosed.

Aptevo Therapeutics Inc. (NASDAQ: APVO) has filed a Rule 424(b)(4) prospectus for a registered direct offering that could raise gross proceeds of up to $8.0 million. The company will sell 2,105,000 shares of common stock and 360,000 pre-funded warrants (in lieu of shares for investors breaching beneficial-ownership limits), each bundled with five five-year common warrants, resulting in 12,325,000 common warrants overall. Every warrant carries a $3.25 exercise price but is exercisable only after required stockholder approval; without such approval the warrants have no value.

The combined offering price is $3.25, a ~37% discount to the June 18 2025 closing price of $5.13. If fully subscribed, the breakdown is as follows:

• Gross proceeds: $8,011,250
• Placement-agent fee (7%): $560,788
• Estimated company expenses (ex-fee): $275,000
• Net proceeds before expenses: $7,450,463

There is no escrow or minimum; the deal may close for any amount up to the maximum and terminates no later than June 30 2025. Roth Capital Partners is acting on a best-efforts basis and will not purchase the securities. Neither the common nor pre-funded warrants will be listed, limiting liquidity.

The offering magnifies potential dilution: including the underlying shares, up to 12.685 million additional shares (exclusive of warrant coverage) could ultimately be issued. Share, price, and warrant data reflect the 1-for-20 reverse split completed on May 23 2025.

Use-of-proceeds specifics are not provided in the excerpt, but investors are directed to the prospectus section for risk factors, capitalization, dilution analysis, and Nasdaq compliance considerations.