Institutional Holder L1 Capital Nears 10% Ownership of Aptevo Therapeutics

Rhea-AI Filing Summary

Schedule 13G filing overview: On 18 June 2025, L1 Capital Global Opportunities Master Fund, Ltd. (“L1 Capital GO MF”) disclosed a passive stake in Aptevo Therapeutics Inc. (APVO).

• Shares owned: 285,000 common shares.
• Ownership percentage: 9.95 % of the 2,864,156 shares outstanding immediately after the company’s June 2025 offering (as cited in the issuer’s Rule 424(b)(4) prospectus).
• Voting & dispositive power: Sole power over all 285,000 shares; no shared power reported.
• Additional securities not counted in ownership figure: 1,489,375 common stock warrants, 12,875 pre-funded warrants, and 20,000 warrants purchased on 25 April 2025. These instruments are subject to a 4.99 % beneficial-ownership cap and therefore excluded from the 9.95 % calculation.
• Reporting party details: Cayman Islands entity; directors David Feldman and Joel Arber sign the filing and disclaim personal beneficial ownership beyond their indirect control.
• Certification: The filer states the securities were not acquired with the purpose of influencing control of APVO.

Implications for investors: The disclosure positions L1 Capital GO MF as a near-10 % holder, signalling institutional interest ahead of potential warrant exercises that could materially raise its economic exposure and, if later exempt from the 4.99 % cap, increase dilution. No change in management or business strategy is indicated; the filing is for passive ownership compliance.

Positive

• Institutional validation: A professional fund now holds 9.95 % of APVO’s outstanding shares, suggesting external confidence in the company’s prospects.
• Passive classification: Filing under Schedule 13G, rather than 13D, indicates no current intent to influence control, reducing immediate governance disruption risk.

Negative

• Potential dilution: 1,522,250 warrants and pre-funded warrants, if ever exercised beyond the 4.99 % blocker, could expand the share count by over 50 %.
• Ownership concentration risk: A single shareholder approaching 10 % could create an overhang if it later sells or hedges its position.

Insights

Financial Analyst

TL;DR: L1 Capital reveals 9.95 % APVO stake, signalling confidence yet hinting at future dilution via sizable warrants.

The 13G shows a fast-growing specialist fund accumulating just under the 10 % Section 13(d) threshold—often a strategic ceiling for passive investors. The stake is meaningful given APVO’s slim 2.86 million-share float, potentially providing price support. However, L1 Capital also holds 1.5 million+ warrants. Should the 4.99 % blocker be waived or expire, total ownership could surge and expand the share count by ~51 %, introducing dilution risk for existing holders. Because the filing is passive, there is no overt activist intent, but a holder nearing 10 % can still influence future financings. Overall market effect hinges on whether investors view the fund’s involvement as smart-money validation or as an overhang from warrant exercises.

Risk Analyst

TL;DR: Near-10 % stake raises governance visibility; warrant overhang elevates dilution and volatility risk.

From a risk-control perspective, L1 Capital GO MF’s disclosure is two-edged. A concentrated institutional holder can enhance monitoring of management and improve liquidity, yet its warrant inventory equals roughly half the post-offering common shares. Although capped by a 4.99 % blocker today, these securities may convert later, potentially depressing pricing power in future raises. The directors’ disclaimer signals portfolio-level, not strategic, ownership, mitigating immediate control concerns. Investors should track any subsequent 13D shift, schedule 13G/A amendments, or cap-waiver notices. Until then, headline risk remains moderate.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/23/2025 - 04:08 PM Learn about SEC filing dates

FAQ

How many Aptevo Therapeutics (APVO) shares does L1 Capital own?

The fund reports 285,000 common shares with sole voting and dispositive power.

What percentage of APVO’s outstanding stock does this represent?

The stake equals 9.95 % of the 2,864,156 shares outstanding after the June 2025 offering.

Are there additional APVO securities held by L1 Capital not counted in the 9.95 % figure?

Yes. L1 Capital holds 1,489,375 warrants, 12,875 pre-funded warrants, and 20,000 April 2025 warrants, all subject to a 4.99 % beneficial-ownership cap.

Is L1 Capital classified as an activist investor in this filing?

No. It filed a Schedule 13G, indicating passive intent with no plan to influence control.

Who signed the Schedule 13G for L1 Capital?

Director David Feldman signed on behalf of L1 Capital Global Opportunities Master Fund, Ltd. on 23 June 2025.

Could the warrants increase L1 Capital’s APVO ownership?

If the 4.99 % blocker is lifted and warrants exercised, the fund’s economic exposure could rise, creating possible dilution for other shareholders.

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)

06/18/2025

(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

L1 Capital Global Opportunities Master Fund, 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 285,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 285,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

285,000.00

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)

9.95 %

12

Type of Reporting Person (See Instructions)

FI

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: L1 Capital Global Opportunities Master Fund, Ltd.
(b)	Address or principal business office or, if none, residence: 161A Shedden Road, 1 Artillery Court, PO Box 10085 Grand Cayman, Cayman Islands KY1-1001
(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: 285,000 The amounts in Row (5), (7) and (9) represent 285,000 shares of Common Stock. The amounts do not include 1,489,375 Warrants, 12,875 Pre-funded Warrants and 20,000 Warrants purchased on April 25, 2025, each of which are subject to a 4.99% beneficial ownership limitation. The percentage set forth on Row (11) of the cover page for the reporting person is based on 2,864,156 Common Stock outstanding immediately after the offering (assuming no exercise of the pre-funded warrants nor exercise of the common warrants), based on the Issuer's Prospectus filed under Rule 424(b)(4) with the Securities and Exchange Commission on June 20, 2025. David Feldman and Joel Arber are the Directors of L1 Capital Global Opportunities Master Fund, Ltd. As such, L1 Capital Global Opportunities Master Fund, Ltd., Mr. Feldman, and Mr. Arber may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the issuer's securities described herein. To the extent Mr. Feldman and Mr. Arber are deemed to beneficially own such securities, Mr. Feldman and Mr. Arber disclaim beneficial ownership of these securities for all other purposes.
(b)	Percent of class: 9.95%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 285,000
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 285,000
	(iv) Shared power to dispose or to direct the disposition of: 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 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.

L1 Capital Global Opportunities Master Fund, Ltd.

Signature:	/s/ David Feldman
Name/Title:	David Feldman, Director
Date:	06/23/2025