Ayrton Capital/Alto Fund & W. Khatri Report 9.99% Economic Interest in APVO

Rhea-AI Filing Summary

Ayrton Capital LLC, Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, and Waqas Khatri report beneficial ownership of 358,150 shares of Aptevo Therapeutics Inc. common stock (CUSIP 03835L405), representing 9.99% of the class. The reported shares are issuable on exercise of warrants held by the Reporting Persons and are subject to a 9.99% beneficial ownership blocker. The percentage calculation is based on 3,224,156 shares outstanding per the issuer's prospectus dated June 20, 2025, and the holdings are reported as of June 30, 2025. Each Reporting Person disclaims shared voting or dispositive power and reports sole voting and dispositive power over the 358,150 issuable shares. The filing includes a certification that the securities are held in the ordinary course of business and not for the purpose of changing or influencing control.

Positive

• Significant disclosed stake: Reporting Persons identify a material economic position equal to 9.99% of the class, providing transparency to the market.
• Manager alignment: The filing clarifies the investment manager relationship (Ayrton Capital LLC manages the Fund), which helps stakeholders understand decision-making authority.

Negative

• Potential dilution: The holdings are shares issuable on warrants, which could dilute current common shareholders if exercised.
• Concentration risk: A near-10% position concentrates ownership and could influence trading or strategic dynamics despite the stated blocker.

Insights

Financial Analyst

TL;DR: A near-10% position via exercisable warrants signals a material stake but with a blocker limiting further accumulation.

The report documents a meaningful economic exposure: 358,150 shares equal to 9.99% of Aptevo's common stock on a stated base of 3,224,156 shares. These are warrant-based issuable shares, not necessarily currently outstanding common shares, which matters for timing and dilution analysis. The 9.99% ownership blocker prevents the Reporting Persons from exceeding the stated threshold without additional disclosure or structure changes, reducing the likelihood of immediate control-related actions. For investors, the filing is material as it reveals concentrated potential dilution and an aligned investment manager relationship between the Fund and Ayrton Capital LLC.

Corporate Governance Expert

TL;DR: Disclosure is standard for a sizable derivative position; governance risk appears limited by the blocker and ordinary-course certification.

The Schedule 13G shows sole voting and dispositive power attributed to each Reporting Person for the 358,150 issuable shares, which is typical where a manager and affiliated fund act together. The explicit statement that holdings are held in the ordinary course and not to influence control, combined with the 9.99% blocker, suggests the Reporting Persons do not currently intend to pursue control changes. From a governance perspective, the position is material enough to warrant monitoring but does not itself indicate an imminent change in board or control dynamics.

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, par value $0.001 per share

(Title of Class of Securities)

03835L405

(CUSIP Number)

06/30/2025

(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. 03835L405

1

Names of Reporting Persons

Ayrton Capital 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 358,150.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 358,150.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

358,150.00

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)

10.0 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 03835L405

1

Names of Reporting Persons

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B

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 358,150.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 358,150.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

358,150.00

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)

10.0 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 03835L405

1

Names of Reporting Persons

Waqas Khatri

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 358,150.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 358,150.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

358,150.00

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)

10.0 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: APTEVO THERAPEUTICS INC.
(b)	Address of issuer's principal executive offices: 55 POST RD WEST, 2ND FLOOR, WESTPORT, CONNECTICUT, 6880.
Item 2.
(a)	Name of person filing: (i) Ayrton Capital LLC; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B; and (iii) Waqas Khatri
(b)	Address or principal business office or, if none, residence: (i) Ayrton Capital LLC, 55 Post Rd West, 2nd Floor Westport, CT 06880; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, Suite #7 Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, P.O. Box 10250, Cayman Islands; and (iii) Waqas Khatri 55 Post Rd West, 2nd Floor Westport, CT 06880
(c)	Citizenship: (i) Ayrton Capital LLC: United States; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: Cayman Islands; and (iii) Waqas Khatri: United States
(d)	Title of class of securities: Common stock, par value $0.001 per share
(e)	CUSIP No.: 03835L405
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: Ayrton Capital LLC:358,150; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 358,150; and (iii) Waqas Khatri: 358,150. Represents 358,150 shares of Common Stock issuable on the exercise of certain warrants (the "Warrants") held by the Reporting Persons. The issuable shares of Common Stock related to the exercise of the Warrants are subject to a 9.99% beneficial ownership blocker. The shares reported herein represent Common Stock of Aptevo Therapeutics Inc. (the "Issuer") held by Alto Opportunity Master Fund, SPC- Segregated Master Portfolio B, a Cayman Islands exempted company (the "Fund"). The Fund is a private investment vehicle for which Ayrton Capital LLC, a Delaware limited liability company (the "Investment Manager"), serves as the investment manager. Waqas Khatri serves as the managing member of the Investment Manager (all of the foregoing, collectively, the "Reporting Persons").
(b)	Percent of class: The percentages below are based on (i) 3,224,156 shares of Common Stock of the Issuer that were outstanding as of June 20, 2025; and (ii) 358,150 shares of Common Stock issuable on the exercise of the Warrants held by the Reporting Persons. The amount of shares outstanding was based upon a statement in the Issuer's Prospectus on Form 424B5 filed on June 20, 2025. For the sake of clarity, the holdings of the Reporting Persons reported herein are as of June 30, 2025. (i) Ayrton Capital LLC: 9.99%; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 9.99%; and (iii) Waqas Khatri: 9.99%.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (i) Ayrton Capital LLC: 358,150; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 358,150; and (iii) Waqas Khatri: 358,150
	(ii) Shared power to vote or to direct the vote: (i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; and (iii) Waqas Khatri: 0
	(iii) Sole power to dispose or to direct the disposition of: (i) Ayrton Capital LLC: 358,150; Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 358,150; Waqas Khatri: 358,150
	(iv) Shared power to dispose or to direct the disposition of: (i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; (iii) Waqas Khatri: 0
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.
	Not Applicable
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 acquired and are held in the ordinary course of business and 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.

Ayrton Capital LLC

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri / Managing Member
Date:	08/13/2025

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri / Director
Date:	08/13/2025

Waqas Khatri

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri
Date:	08/13/2025

FAQ

How many Aptevo (APVO) shares do the Reporting Persons beneficially own?

The Reporting Persons beneficially own 358,150 shares (issuable on exercise of warrants).

What percentage of APVO does 358,150 shares represent?

The holdings represent 9.99% of the class, based on 3,224,156 shares outstanding referenced in the issuer's prospectus.

Are these currently outstanding common shares or exercisable warrants?

The filing states the reported shares are issuable on exercise of certain warrants held by the Reporting Persons.

Do the Reporting Persons have voting and dispositive power over these shares?

Yes; each Reporting Person reports sole voting and sole dispositive power over the 358,150 issuable shares and reports no shared power.

Do the Reporting Persons intend to influence control of Aptevo (APVO)?

The certification states the securities were acquired and are held in the ordinary course of business and were not acquired to change or influence control of the issuer.