[424B5] Aptevo Therapeutics Inc Prospectus Supplement (Debt Securities)

Rhea-AI Filing Summary

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.

Positive

• Enhanced financing flexibility: Raising remaining ATM capacity to $8.0 million provides additional liquidity without the complexity of a full follow-on offering.

Negative

• Potential dilution: Additional issuances at the recent $4.17 price could increase outstanding shares by roughly 1.9 million (≈60% of float), pressuring EPS and ownership percentages.
• Signal of continuing cash needs: Reliance on equity sales indicates ongoing operating losses and the absence of non-dilutive funding alternatives.

Insights

Equity Capital Markets Specialist

TL;DR: APVO boosts ATM capacity to $8.0 M; dilution risk elevated as market price falls to $4.17.

The filing is a mechanics-driven update that raises the remaining headroom under the ATM program after the public float rose. While the incremental $8 million is modest in absolute terms, it equates to roughly 19% of current market cap given the depressed share price, so execution could materially dilute existing holders. Management’s continued reliance on equity sales signals ongoing capital needs typical for pre-revenue biotech firms. No new financial metrics or strategic shifts are revealed, and use of proceeds presumably remains working capital and R&D. Overall sentiment: mildly negative due to dilution, though maintaining financing flexibility is a positive.

Biotechnology Analyst

TL;DR: Additional $8 M ATM headroom supports liquidity but underscores cash-burn pressures.

Aptevo’s pipeline progress is not addressed here; the filing is purely capital-markets oriented. However, the decision to enlarge the ATM suggests limited near-term catalysts to support alternative, less dilutive funding. With shares down ~72% from the $14.80 reference, each ATM draw could be highly dilutive. Investors should weigh the benefit of extended cash runway versus potential value erosion. Without fresh clinical data, the market could treat further issuances as a negative signal. Impact: modest but noteworthy, particularly for dilution-sensitive biotech investors.

PROSPECTUS SUPPLEMENT (To Prospectus dated February 26, 2025) Filed Pursuant to Rule 424(b)(5) Registration No. 333-284969

Up to $8,037,381

This prospectus supplement amends and supplements the information in the prospectus, dated February 26, 2025, filed with the Securities and Exchange Commission as a part of our registration statement on Form S-3 (File No. 333-284969) (the “Registration Statement”), as previously supplemented by our prospectus supplements, dated April 28, 2025 (the “April 28 Prospectus Supplement” and together with the Registration Statement, the “Original Prospectus”), April 29, 2025 (collectively with the Original Prospectus, the “April 29 Prospectus”) and May 22, 2025 (collectively with the April 29 Prospectus, the “Prior Prospectus”), relating to the offer and sale of a number of shares of our common stock, $0.001 par value per share, having an aggregate offering price of up to $50,000,000 (“Shares”), pursuant to that certain At The Market Offering Agreement we previously entered into with Roth Capital Partners ("Roth") on April 28, 2025 (the “Sales Agreement”). This prospectus supplement should be read in conjunction with the Prior Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectus. This prospectus supplement is not complete without and may only be delivered or utilized in connection with, the Prior Prospectus and any future amendments or supplements thereto.

As of the date of this prospectus supplement, we have sold 481,828 shares of our common stock at an aggregate gross offering price of $7.81 pursuant to the Sales Agreement and the Prior Prospectus for aggregate gross sale proceeds of $3,765,143. We are filing this prospectus supplement to amend the Prior Prospectus to increase the amount we may offer and sell under the registration statement of which this prospectus supplement and the Prior Prospectus form a part following an increase in the aggregate market value of issued and outstanding shares of our common stock held by non-affiliates (our “Public Float”).

Pursuant to General Instruction I.B.6 of Form S-3, in no event may we sell, pursuant to the registration statement of which this prospectus supplement and the Prior Prospectus form a part, securities in a public primary offering with a value exceeding one-third of our Public Float in any 12-month period, so long as our Public Float remains below $75,000,000. Our Public Float as of June 20, 2025 was $47,717,450 based on 3,224,152 shares of our common stock issued and outstanding and held by non-affiliates on June 20, 2025, and a price per share of $14.80 as of April 23, 2025, which is a date within 60 days prior to the filing date of this prospectus supplement. As of the date hereof, we have sold securities with an aggregate market value of $7,868,436 pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-month period that ends on and includes the date hereof.

As a result of the limitations of General Instruction I.B.6 of Form S-3, and in accordance with the terms of the Sales Agreement, we may currently offer and sell additional shares of our common stock having an aggregate offering price of up to $8,037,381 from time to time through Roth as sales agent. If our Public Float increases such that we may sell a greater amount of shares of our common stock under the Sales Agreement and the registration statement of which this prospectus supplement and the Prior Prospectus form a part, we will file another prospectus supplement prior to making such sales.

Our common stock is listed on The Nasdaq Capital Market under the symbol “APVO.” The last reported sale price of our common stock on June 20, 2025, was $4.17 per share.

Investing in our securities involves risks. See “Risk Factors” on page S-7 of the Original Prospectus, and in the filings with the Securities and Exchange Commission that are incorporated by reference into the Prior Prospectus and this prospectus supplement, for certain risks you should consider. You should read all the information set forth in this prospectus supplement and the Prior Prospectus, as well as the documents incorporated by reference herein and the Prior Prospectus, carefully before you make your investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prior Prospectus, this prospectus supplement or the accompanying prospectus are truthful or complete. Any representation to the contrary is a criminal offense.

Roth Capital Partners

The date of this prospectus supplement is June 20, 2025

FAQ

Why did Aptevo Therapeutics (APVO) file a new prospectus supplement on June 20, 2025?

To increase the remaining capacity of its at-the-market offering to $8.04 million based on a higher public float.

How much stock has APVO already sold under its ATM program?

The company has sold 481,828 shares for aggregate gross proceeds of $3.77 million during the current program.

What is Aptevo’s current public float and why is it important?

Public float is $47.7 million; SEC rules cap ATM issuance to one-third of that amount in any 12-month period.

What is the dilution impact if APVO issues the full $8.04 million at $4.17 per share?

It could add roughly 1.9 million shares, increasing shares outstanding by about 60%, assuming constant price.

Where is APVO’s common stock listed and what was the last closing price?

Shares trade on the Nasdaq Capital Market under symbol APVO; the last reported price was $4.17 on June 20, 2025.