Aptevo Therapeutics Inc SEC Filings

Aptevo Therapeutics Inc. is the subject of an amended ownership report showing that Point72 and Steven A. Cohen no longer own its common stock. In this Schedule 13G/A (Amendment No. 1), Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen each report beneficial ownership of 0 Shares of Aptevo common stock and 0% of the class as of the close of business on December 31, 2025. They also certify that any securities referenced were not acquired or held for the purpose of changing or influencing control of Aptevo Therapeutics.

Aptevo Therapeutics Inc. received an amended Schedule 13G filing showing that CVI Investments, Inc. and Heights Capital Management, Inc. report beneficial ownership of 83,854 shares of Aptevo common stock, or 8.2% of the class. The position consists entirely of shares issuable upon exercise of warrants. These warrants are subject to a 9.99% beneficial ownership cap, limiting exercisability if ownership would exceed that threshold. Heights Capital Management, Inc., as investment manager to CVI Investments, Inc., may share voting and dispositive power over these shares, though both reporting persons disclaim beneficial ownership beyond their pecuniary interest and state the holdings are not for the purpose of influencing control.

Aptevo Therapeutics announced a planned leadership transition. Marvin L. White will retire as President and Chief Executive Officer effective April 1, 2026, and become Executive Chair of the Board. Chief Operating Officer Jeff Lamothe will be promoted to President and Chief Executive Officer and will serve as the company’s principal executive officer.

Lamothe will also join the Board as a Class III director, increasing the Board size from six to seven directors, and will serve on the Executive Committee. His compensation will include a $650,000 annual base salary, a bonus target equal to 60% of base salary, and a one-time $150,000 cash promotional award. White will receive a $275,000 annual base salary as Executive Chair and will not be eligible for an annual bonus. The company also modified its Senior Management Severance Plan to align Executive Chair severance benefits with Chief Executive Officer benefits and remove the Executive Vice President level.

Aptevo Therapeutics Inc. is registering up to 7,075,471 shares of common stock for resale by YA II PN, LTD. under a $60.0 million standby equity purchase agreement. These shares will be issued over time at Aptevo’s discretion during a multi‑year commitment period.

Aptevo will not receive proceeds from YA’s resale of the registered shares, but may raise up to $60.0 million in gross proceeds from selling “Advance Shares” to YA at a price equal to 96% of the lowest of three daily VWAPs during each pricing period. As of September 30, 2025, Aptevo had 767,164 common shares outstanding, and an ownership limitation of 9.99% and an exchange cap of approximately 19.99% apply to issuances under the agreement.

Aptevo Therapeutics is registering up to 7,075,471 shares of common stock for resale by YA II PN, Ltd. under a standby equity purchase agreement. These shares will be issued to YA over time as Aptevo sells stock to it under a $60.0 million commitment, with purchase prices set at 96% of the lowest of three daily volume-weighted average prices in each pricing period. Aptevo will not receive proceeds from YA’s resale of the registered shares, but may raise capital from its direct sales to YA during a commitment period running to January 8, 2029, subject to ownership and exchange caps. As of September 30, 2025, Aptevo had 767,164 shares outstanding, so full issuance of all 7,075,471 shares reserved for this facility would represent a very large potential increase in its share count.

Aptevo Therapeutics is asking stockholders to approve three items at a virtual special meeting on February 18, 2026. The first would adopt an amended and restated certificate of incorporation that consolidates prior amendments, updates the company’s address, confirms perpetual duration, clarifies certain Delaware law voting provisions, and formally includes the designation of Series A Junior Participating Preferred Stock. The second seeks approval, under Nasdaq rules, for the potential issuance of 19.99% or more of the company’s common stock outstanding as of January 8, 2026 under a $60.0 million Standby Equity Purchase Agreement with Yorkville, which allows Aptevo to draw capital over 36 months at a discount to market VWAP. The third proposal would allow the meeting to be adjourned to solicit additional proxies if there are not enough votes for Proposals 1 or 2. There were 997,830 shares of common stock outstanding and entitled to vote as of January 9, 2026.

Aptevo Therapeutics Inc. has called a virtual special stockholder meeting on February 18, 2026 to vote on three proposals. The first would adopt an amended and restated certificate of incorporation that consolidates prior amendments, updates the company’s addresses, clarifies certain Delaware law voting mechanics, restates multiple past reverse stock splits, and formally includes the designation of Series A Junior Participating Preferred Stock, largely as technical and administrative changes.

The second proposal seeks approval under Nasdaq rules for the potential issuance of 19.99% or more of Aptevo’s common stock as of January 8, 2026 pursuant to a Standby Equity Purchase Agreement with Yorkville, which allows Aptevo to sell up to $60.0 million of common stock over 36 months, at 96% of the lowest volume-weighted average price over a three-day period for each draw. As of the January 9, 2026 record date, Aptevo had 997,830 shares of common stock outstanding, and a 19.99% cap currently limits issuances below a minimum price of $8.753 per share to 199,466 shares absent stockholder approval. The company states this facility is intended to provide flexible capital for working capital, operating expenses and business development, and warns that failure to approve the share issuance could impair funding and force it to seek potentially more dilutive alternatives.

The third proposal would allow adjournment of the meeting, if necessary, to solicit more proxies in favor of the charter amendment and SEPA share issuance. The board recommends that stockholders vote “FOR” all three proposals.

Aptevo Therapeutics Inc. entered into a $60.0 million Standby Equity Purchase Agreement with Yorkville, giving Aptevo the right, but not the obligation, to sell common stock to Yorkville over a 36‑month period through individual advances. Shares for each advance would be priced at 96% of the lowest daily VWAP over a three‑trading‑day period after Aptevo delivers an advance notice, and Aptevo may set a minimum acceptable price.

The agreement includes a 2.00% commitment fee on the $60.0 million, payable in five quarterly installments, and a $25,000 structuring fee to Yorkville. Under Nasdaq rules, issuance is capped at 199,466 shares, representing 19.99% of shares outstanding as of signing, unless shareholder approval is obtained or pricing conditions are met, and Yorkville’s beneficial ownership is limited to 9.99% of Aptevo’s outstanding common stock. Yorkville’s purchase obligation depends on an SEC registration statement for the advance shares being filed and declared effective.