Aptevo Therapeutics (NASDAQ: APVO) clears shareholder approval for large Yorkville equity issuance

Rhea-AI Filing Summary

Aptevo Therapeutics reported the results of a special shareholder meeting where three proposals were considered. An amendment to the company’s Amended and Restated Certificate of Incorporation to make technical and administrative changes did not receive sufficient support, with 273,162 votes for and 61,044 against.

Shareholders approved the issuance of more than 19.99% of Aptevo’s issued and outstanding common stock as of January 8, 2026 under a Standby Equity Purchase Agreement with YA II PN, Ltd., known as Yorkville, as required by Nasdaq Listing Rules 5635(d) and 5635(b). They also approved authorization to adjourn the special meeting if necessary.

Positive

• None.

Negative

• Shareholders approved issuing more than 19.99% of existing common stock under the Yorkville Standby Equity Purchase Agreement, creating the potential for significant future dilution to current Aptevo stockholders.

Insights

Equity Capital Markets Analyst

Shareholders cleared a path for sizable future equity issuance under the Yorkville agreement.

Aptevo shareholders approved the potential issuance of more than 19.99% of the company’s common stock, as of January 8, 2026, under a Standby Equity Purchase Agreement with YA II PN, Ltd. This satisfies Nasdaq Listing Rules 5635(d) and 5635(b) for significant share issuances.

This approval permits Aptevo to draw equity capital from Yorkville, subject to the agreement’s terms, using share sales instead of debt. The actual impact on existing holders will depend on how many shares are ultimately issued and at what prices, which will be detailed in future company disclosures.

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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): February 18, 2026

APTEVO THERAPEUTICS INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-37746	81-1567056
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
2401 4th Avenue Suite 1050
Seattle, Washington				98121
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (206) 838-0500

Not Applicable

(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, $0.001 par value		APVO		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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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 5.07 Submission of Matters to a Vote of Security Holders.

On February 18, 2026, Aptevo Therapeutics Inc. (the “Company”) held its Special Meeting of Stockholders (the “Special Meeting”), at which a quorum was present. Stockholders considered three proposals outlined below, each of which is described in more detail in the Company’s definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on January 26, 2026 (the “Proxy Statement”). The final voting results with respect to each of the proposals acted upon at the 2026 Special Meeting are set forth below.

Proposal 1: Approval of the Company's Amended and Restated Certificate of Incorporation

An amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to make certain technical and administrative changes was not approved based on the following:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
273,162		61,044		4,928		0

Proposal 2: Approval of the stock issuance under the Standby Equity Purchase Agreement (“SEPA”) with YA II PN, Ltd. (“Yorkville”)

The issuance of more than 19.99% of the Company's issued and outstanding common stock as of January 8, 2026 pursuant to the SEPA with Yorkville, pursuant to Nasdaq Listing Rules 5635(d) and 5635(b) was approved based on the following:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
83,051		29,168		1,816		225,099

Proposal 3: Authorization to adjourn the Special Meeting

The authorization to adjourn the Special Meeting to a later date, if necessary or appropriate, was approved based on the following votes:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
270,356		64,975		3,803		0

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 hereunto duly authorized.

			APTEVO THERAPEUTICS INC.
Date:	February 19, 2026	By:	/s/ Marvin L. White
			Marvin L. White President and Chief Executive Officer

FAQ

What did Aptevo Therapeutics (APVO) shareholders vote on at the special meeting?

Shareholders voted on three proposals: technical and administrative amendments to the Amended and Restated Certificate of Incorporation, approval of stock issuance under a Standby Equity Purchase Agreement with Yorkville, and authorization to adjourn the special meeting if necessary.

Did Aptevo Therapeutics shareholders approve the Yorkville Standby Equity Purchase Agreement?

Yes. Shareholders approved issuing more than 19.99% of Aptevo’s issued and outstanding common stock as of January 8, 2026 under the Standby Equity Purchase Agreement with YA II PN, Ltd. (Yorkville), as required by Nasdaq Listing Rules 5635(d) and 5635(b).

Was the amendment to Aptevo’s Certificate of Incorporation approved?

No. The amendment to Aptevo’s Amended and Restated Certificate of Incorporation to make certain technical and administrative changes did not pass. It received 273,162 votes for, 61,044 against, and 4,928 abstentions, which was insufficient for approval under the applicable voting standard.

How did Aptevo shareholders vote on adjourning the special meeting?

Shareholders approved authorizing the adjournment of the special meeting to a later date, if necessary or appropriate. This proposal received 270,356 votes for, 64,975 against, and 3,803 abstentions, giving the company flexibility to reconvene if additional time were ever required.

Why did Aptevo need shareholder approval for issuing more than 19.99% of its stock?

Aptevo sought shareholder approval to comply with Nasdaq Listing Rules 5635(d) and 5635(b), which require stockholder consent for certain significant stock issuances. The approval allows the company to issue more than 19.99% of its outstanding common stock as of January 8, 2026 under the Yorkville agreement.

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