Schedule 13G filing for Aptevo Therapeutics Inc. (NASDAQ: APVO) discloses that a group of affiliated Yorkville entities, led by YA II PN, Ltd., now beneficially owns 357,842 common shares, equal to 9.99 % of the outstanding stock. The position consists entirely of shares that the investors have the right to acquire pursuant to a $25 million Standby Equity Purchase Agreement (SEPA) executed on 16 June 2025. The SEPA prohibits Aptevo from issuing additional shares to the group if doing so would push their aggregate ownership above the 9.99 % threshold.
Outstanding shares basis: 3,224,156 shares reported by the issuer on 20 June 2025 plus the 357,842 acquisition rights held by YA II.
Reporting persons: YA II PN, YA Global Investments II (U.S.), Yorkville Advisors Global LP, related GPs, Mark Angelo, and SC-Sigma Global Partners.
The filing certifies the stake is passive and not intended to influence control. Nevertheless, the facility gives Aptevo a flexible source of capital while capping dilution at 9.99 % per SEC rules and contract terms.
Positive
$25 million SEPA provides Aptevo with a flexible, non-debt funding source, potentially lengthening cash runway.
Ownership cap at 9.99 % mitigates takeover risk and limits immediate dilution.
Negative
Potential dilution: Each share sale under the SEPA increases outstanding shares, possibly pressuring EPS and existing shareholders’ percentage ownership.
Concentrated ownership: A single investor group controls nearly 10 % of shares, which could influence future votes despite passive intent.
Insights
TL;DR: Yorkville funds secure 9.99 % stake via $25 m SEPA, giving APVO near-term liquidity but raising dilution considerations.
For a micro-cap issuer with 3.2 m shares outstanding, a $25 m standby facility is material. The Yorkville group’s ability to purchase shares at the issuer’s option bolsters Aptevo’s funding flexibility for pipeline or working-capital needs without immediate debt. The 9.99 % cap limits takeover concerns and keeps the filing on Schedule 13G (passive). However, each draw under the SEPA will increase share count, potentially pressuring per-share metrics. Investors should monitor pricing mechanics and issuance frequency once the registration statement is effective.
TL;DR: Passive filing signals no control intent, but concentrated ownership and convertible rights warrant oversight.
The group files under Rule 13d-1(c), indicating a non-activist posture. Still, seven affiliated entities and an individual (Mark Angelo) share voting and dispositive power over the entire 9.99 % block. While contractual limits restrict further accumulation, coordinated action could influence shareholder votes on close matters. The board should ensure transparent disclosure of future draws and maintain dialogue with Yorkville to avoid perception of preferential treatment.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Aptevo Therapeutics Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
03835L504
(CUSIP Number)
06/16/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
03835L504
1
Names of Reporting Persons
YA II PN, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
357,842.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
357,842.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
357,842.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Based on 3,581,998 shares of Common Stock, consisting of 3,224,156 shares of Common Stock outstanding as reported by Aptevo Therapeutics Inc. (the "Issuer") on June 20, 2025, and an additional 357,842 shares of Common Stock that the reporting person has the right to acquire pursuant to the Standby Equity Purchase Agreement entered into on June 16, 2025 by YA II PN, Ltd. with the Issuer.
SCHEDULE 13G
CUSIP No.
03835L504
1
Names of Reporting Persons
YA Global Investments II (U.S.), LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
357,842.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
357,842.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
357,842.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Based on 3,581,998 shares of Common Stock, consisting of 3,224,156 shares of Common Stock outstanding as reported by Aptevo Therapeutics Inc. (the "Issuer") on June 20, 2025, and an additional 357,842 shares of Common Stock that the reporting person has the right to acquire pursuant to the Standby Equity Purchase Agreement entered into on June 16, 2025 by YA II PN, Ltd. with the Issuer.
SCHEDULE 13G
CUSIP No.
03835L504
1
Names of Reporting Persons
Yorkville Advisors Global, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
357,842.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
357,842.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
357,842.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Based on 3,581,998 shares of Common Stock, consisting of 3,224,156 shares of Common Stock outstanding as reported by Aptevo Therapeutics Inc. (the "Issuer") on June 20, 2025, and an additional 357,842 shares of Common Stock that the reporting person has the right to acquire pursuant to the Standby Equity Purchase Agreement entered into on June 16, 2025 by YA II PN, Ltd. with the Issuer.
SCHEDULE 13G
CUSIP No.
03835L504
1
Names of Reporting Persons
Yorkville Advisors Global II, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
357,842.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
357,842.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
357,842.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Based on 3,581,998 shares of Common Stock, consisting of 3,224,156 shares of Common Stock outstanding as reported by Aptevo Therapeutics Inc. (the "Issuer") on June 20, 2025, and an additional 357,842 shares of Common Stock that the reporting person has the right to acquire pursuant to the Standby Equity Purchase Agreement entered into on June 16, 2025 by YA II PN, Ltd. with the Issuer.
SCHEDULE 13G
CUSIP No.
03835L504
1
Names of Reporting Persons
YAII GP, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
357,842.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
357,842.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
357,842.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Based on 3,581,998 shares of Common Stock, consisting of 3,224,156 shares of Common Stock outstanding as reported by Aptevo Therapeutics Inc. (the "Issuer") on June 20, 2025, and an additional 357,842 shares of Common Stock that the reporting person has the right to acquire pursuant to the Standby Equity Purchase Agreement entered into on June 16, 2025 by YA II PN, Ltd. with the Issuer.
SCHEDULE 13G
CUSIP No.
03835L504
1
Names of Reporting Persons
YAII GP II, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
357,842.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
357,842.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
357,842.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Based on 3,581,998 shares of Common Stock, consisting of 3,224,156 shares of Common Stock outstanding as reported by Aptevo Therapeutics Inc. (the "Issuer") on June 20, 2025, and an additional 357,842 shares of Common Stock that the reporting person has the right to acquire pursuant to the Standby Equity Purchase Agreement entered into on June 16, 2025 by YA II PN, Ltd. with the Issuer.
SCHEDULE 13G
CUSIP No.
03835L504
1
Names of Reporting Persons
Mark Angelo
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEW JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
357,842.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
357,842.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
357,842.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Based on 3,581,998 shares of Common Stock, consisting of 3,224,156 shares of Common Stock outstanding as reported by Aptevo Therapeutics Inc. (the "Issuer") on June 20, 2025, and an additional 357,842 shares of Common Stock that the reporting person has the right to acquire pursuant to the Standby Equity Purchase Agreement entered into on June 16, 2025 by YA II PN, Ltd. with the Issuer.
SCHEDULE 13G
CUSIP No.
03835L504
1
Names of Reporting Persons
SC-Sigma Global Partners, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
357,842.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
357,842.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
357,842.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Based on 3,581,998 shares of Common Stock, consisting of 3,224,156 shares of Common Stock outstanding as reported by Aptevo Therapeutics Inc. (the "Issuer") on June 20, 2025, and an additional 357,842 shares of Common Stock that the reporting person has the right to acquire pursuant to the Standby Equity Purchase Agreement entered into on June 16, 2025 by YA II PN, Ltd. with the Issuer.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Aptevo Therapeutics Inc.
(b)
Address of issuer's principal executive offices:
2401 4th Avenue, Suite 1050 Seattle, WA, 98121
Item 2.
(a)
Name of person filing:
YA II PN, Ltd.
(b)
Address or principal business office or, if none, residence:
1012 Springfield Ave., Mountainside, NJ 07092
(c)
Citizenship:
Cayman Islands
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
03835L504
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
357,842
(b)
Percent of class:
9.99 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
357,842
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
357,842
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
YA II PN, Ltd. ("YA II") entered into a Standby Equity Purchase Agreement ("SEPA") with Aptevo Therapeutics Inc. (the "Issuer"), on June 16, 2025. Under the SEPA, the Issuer has the option to sell up to $25 million of its Common Stock to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling shares to YA II to the extent that it would cause the aggregate number of shares of Common Stock then beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding shares of Common Stock of the Issuer.
YA II is beneficially owned by YA Global Investments II (U.S.), LP (the "YA Feeder"). Yorkville Advisors Global, LP (the "YA Advisor") is the investment manager to YA II. Yorkville Advisors Global II, LLC (the "YA Advisor GP") is the general partner to the YA Advisor. YAII GP, LP (the "YA GP") is the general partner to the YA Feeder. YAII GP II, LLC (the "Yorkville GP") is the general partner to the YA GP. Mark Angelo makes the investment decisions on behalf of YA II. Accordingly, each of YA II, YA Feeder, the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of Class A Shares.
YAII GP, LP is the general partner of SC-Sigma Global Partners, LP ("SC-Sigma"), which is an investor in YA II. YAII GP II, LLC is the general partner of YAII GP, LP. The YA Advisor is the investment manager to SC-Sigma. Accordingly, SC-Sigma, the YA GP, the Yorkville GP, the YA Advisor, and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of shares of Class A Shares.
For purposes of this filing, each of the reporting persons is deemed an affiliate of each other reporting person.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
