As filed with the Securities and Exchange Commission on July 14, 2023.March 20, 2024.
Registration No. 333- 273067
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
APTEVO THERAPEUTICS INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
| 2834 |
| 81-1567056 |
(State or Other Jurisdiction of Incorporation or Organization) |
| (Primary Standard Industrial Classification Code Number) |
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2401 4th Avenue, Suite 1050
Seattle, Washington, 98121
(206) 838-0500
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Marvin L. White
President and Chief Executive Officer
Aptevo Therapeutics Inc.
2401 4th Avenue, Suite 1050
Seattle, Washington, 98121
(206) 838-0500
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Sean M. Donahue Paul Hastings LLP 2050 M Street, NW Washington, DC 20036 (202) 551-1704 |
| SoYoung Kwon Senior Vice President and General Counsel Aptevo Therapeutics Inc. 2401 4th Avenue, Suite 1050 Seattle, Washington, 98121 (206) 838-0500 |
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New York, NY (212) |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant files a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION DATED JULY 14, 2023March 20, 2024
PRELIMINARY PROSPECTUS
Up to 7,692,308 Shares of Common Stock or Common Stock Underlying Pre-Funded Warrants
Common Warrants to purchase up to 7,692,308 Shares of Common Stock
Pre-Funded Warrants to purchase up to 7,692,308922,509 Shares of Common Stock
Up to 7,692,308922,509 Pre-Funded Warrants to Purchase up to 922,509 Shares of Common Stock Underlying
Up to 1,845,018 Common Warrants to Purchase up to 1,845,018 Shares of Common Stock
Up to 2,767,527 Shares of Common Stock underlying the Pre-Funded Warrants and Common Warrants
This is a reasonable best efforts public offering of up to 7,692,308922,059 shares (the “Shares”“shares”) of our common stock, par value $0.001 per share ("Common Stock"common stock") includingtogether with up to 1,845,018 common warrants to purchase up to 1,845,018 shares of Common Stock underlying common warrants, and common stock purchase warrants (the “Common Warrants”) to purchase an aggregate of up to 7,692,308 shares of our Common Stock at an assumed combined public offering price of $1.56$5.42 per share and common warrant (the last reported sale price per share of Common Stock and Common Warrant (assuming a public offering price equal to the last sale price of our Common Stock as reported bycommon stock on the Nasdaq Capital Market, (“Nasdaq”) on July 13, 2023 of $1.56)March 15, 2024). Each Common Warrantshare of common stock is assumedbeing offered together with two common warrants, each to purchase one share of common stock. The common warrants will have an exercise price of $1.56$ per Share (100% of the public offering price per Share and Common Warrant),share, will be exercisable upon issuance and will expire five years from the date of issuance. The shares of common stock and common warrants will be separately issued. This prospectus also covers the shares of common stock issuable from time to time upon the exercise of the common warrants.
We are also offering pre-funded warrants to those purchasers, if any, whose purchase of Common Stockshares of common stock in this offering would otherwise result in any suchthe purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of suchthe purchaser, 9.99%) of our outstanding Common Stock immediatelycommon stock following the consummation of this offering the opportunity to purchase pre-funded warrants (the “Pre-Funded Warrants”) in lieu of the shares of our Common Stockcommon stock that would otherwise result in such purchaser’s beneficial ownership exceedingin excess of 4.99% (or, at the election of suchthe purchaser, 9.99%). Each pre-funded warrant will be exercisable for one share of our outstanding Common Stock.common stock at an exercise price of $0.0001 per share. Each pre-funded warrant is being offered together with the same two common warrants, each to purchase one share of common stock described above being offered with each share of common stock. The purchase price forof each Pre-Funded Warrantpre-funded warrant will equal the per sharecombined public offering price for the Common Stockper share of common stock and common warrants being sold in this offering, less the $0.001$0.0001 per share exercise price of each such Pre-Funded Warrant.pre-funded warrant. Each Pre-Funded Warrantpre-funded warrant will be exercisable upon issuance and will not expire prior to exercise.when exercised in full. The pre-funded warrants and common warrants will be separately issued. For each Pre-Funded Warrantpre-funded warrant that we sell, the number of shares of Common Stockcommon stock that we are offeringselling will be decreased on a one-for-one basis.
For purposes of clarity, each share of Common Stock or Pre-Funded Warrant to purchase one share of Common Stock is being sold together with a Common Warrant to purchase one share of Common Stock.
These securities are being sold in this offering to certain purchasers under a securities purchase agreement dated , 2023 between us and such purchasers. Pursuant to this This prospectus we are also offeringcovers the shares of Common Stockcommon stock issuable from time to time upon the exercise of Pre-Funded Warrantsthe pre-funded warrants.
There is no established public trading market for the pre-funded warrants or common warrants, and Common Warrants offered hereby.
The shares issuable upon exercisewe do not expect a market to develop. We do not intend to apply for listing of the Pre-Funded Warrantspre-funded warrants or Common Warrantscommon warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the pre-funded warrants and common warrants will be issued uponlimited.
We have engaged Roth Capital Partners, LLC, or the exercise thereof. Because thereplacement agent, to act as our exclusive placement agent in connection with this offering. The placement agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The placement agent is not purchasing or selling any of the
securities we are offering and the placement agent is not required to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay to the placement agent the placement agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. There is no arrangement for funds to be received in escrow, trust or similar arrangement. There is no minimum number of shares of securities or minimum aggregate amount of proceeds that is a condition for this offering to close, weclose. We may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event thatif we do not sell an amountall of the securities sufficient to pursue the business goals outlined in this prospectus.offered hereby. Because there is no escrow account and there is no minimum offeringnumber of securities or amount of proceeds, investors could be
in a position where they have invested in our company,us, but we are unable to fulfill our objectives due to a lack of interesthave not raised sufficient proceeds in this offering. Also, any proceeds fromoffering to adequately fund the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan.
The offeringintended uses of the Shares, Pre-Funded Warrants and Common Warrantsproceeds as described in this prospectus. We will terminatebear all costs associated with the offering. See “Plan of Distribution” on page 23 of this prospectus for more information regarding these arrangements. This offering will end no later than August 31, 2023; however,three trading days from the sharesdate of our Common Stock underlying the Pre-Funded Warrants and the Common Warrants will be offered on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”).this prospectus.
Our Common Stock tradescommon stock is listed on the Nasdaq Capital Market under the symbol “APVO.” On, July 13, 2023,March 15, 2024, the last reported sale price of our Common Stockcommon stock on the Nasdaq Capital Market was $1.56$5.42 per share. TheAll share, common warrant and pre-funded warrant numbers are based on an assumed combined public offering pricesprice of $5.42 per Shareshare or pre-funded warrant, as applicable, and accompanying Common Warrant orcommon warrants. The actual combined public offering price per Pre-Funded Warrantshare and accompanying Common Warrantcommon warrants and the actual combined public offering price per pre-funded warrant and common warrants will be determined between us and investors based on market conditions at the time of pricing, and may be at a discount to the current market price of our Common Stock.common stock. Therefore, the recent market price and resulting assumed public offering price used throughout this prospectus may differ substantially from the actual offering price. Nonenot be indicative of the Common Warrants or Pre-Funded Warrants are listedfinal public offering price.
You should read this prospectus, together with additional information described under the headings “Incorporation of Certain Information By Reference” and “Where You Can Find More Information,” carefully before you invest in any of our securities.
Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on a national securities exchange. We do not intend to apply to list the Common Warrants or Pre-Funded Warrants on any national securities exchange. Without an active trading market, the liquidity of the Common Warrants and Pre-Funded Warrants may be limited.
We expect this offering to be completed within two business days following the commencementpage 7 of this offeringprospectus and we will deliver all securities toin the documents incorporated by reference into this prospectus for a discussion of risks that should be issuedconsidered in connection with this offering delivery versus payment upon receipt of investor funds received by us.
INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGE 12 OF THIS PROSPECTUS AND UNDER SIMILAR HEADINGS IN ANY AMENDMENTS OR SUPPLEMENTS TO THIS PROSPECTUS, INCLUDING OUR MOST RECENT ANNUAL REPORT ON FORM 10-K AND ANY SIMILAR SECTION CONTAINED IN ANY DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.
Neither the Securities and Exchange Commission (THE "SEC") nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
We have engaged A.G.P./Alliance Global Partners asan investment in our exclusive placement agent (“A.G.P.” or the “Placement Agent”) to use its reasonable best efforts to solicit offers to purchase our securities in this offering. The Placement Agent has no obligation to purchase any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. Because there is no minimum offering amount required as a condition to closing in this offering the actual public offering amount, placement agent’s fee, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above and throughout this prospectus. We have agreed to pay the Placement Agent the placement agent fees set forth in the table below and to provide certain other compensation to the Placement Agent. See “Plan of Distribution” beginning on page of this prospectus for more information regarding these arrangements.
| Per Share and Common Warrant |
| Per Pre-Funded Warrant and Common Warrant |
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Public offering price | $ |
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Placement Agent fees(1) | $ |
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Proceeds to us, before expenses(2) | $ |
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(2) The above summary of offering proceeds does not give effect to any proceeds from the exercisedelivery of the Common Warrants or Pre-Funded Warrant being issued in this offering.
Deliveryshares of the Sharescommon stock and Pre-Funded Warrants, together with accompanying Common Warrants,any pre-funded warrants and common warrants to purchasers is expected to be made on or about , 2023, subject to customary closing conditions.no later than April 20, 2024.
Sole Placement AgentNeither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
A.G.P.
Roth Capital Partners
The date of this prospectus is , 2023.2024.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-1 that we filed with the SEC to register the securities offered hereby under the Securities Act. We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to these offerings. The prospectus supplement or post-effective amendment may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any securities, you should carefully read this prospectus, any post-effective amendment, and any applicable prospectus supplement, together with the additional information incorporatedincorporate by reference important information into this prospectus and described under the heading “Where You Can Find More Information.”prospectus. You may obtain the information incorporated by reference without charge by following the instructions under “Where“Where You Can Find More Information.” You should carefully read this prospectus as well as additional information described under “Information Incorporated“Incorporation of Certain Information by Reference,” before deciding to invest in our securities.
You should rely only on the information contained in this prospectus.
We have not, and the Placement Agentplacement agent has not, authorized anyone to provide you with any information or to make any representations other than thatthose contained in this prospectus.prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus mayis an offer to sell only be usedthe securities offered hereby, and only under circumstances and in jurisdictions where it is legallawful to offer and sell our securities.do so. The information contained in this prospectus or in any applicable free writing prospectus is accuratecurrent only as of theits date, of this prospectus, regardless of theits time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. We are not,
The information incorporated by reference or provided in this prospectus contains statistical data and estimates, including those relating to market size and competitive position of the markets in which we participate, that we obtained from our own internal estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable. While we believe our internal company research is reliable and the Placement Agent is not, making an offerdefinitions of our market and industry are appropriate, neither this research nor these securities indefinitions have been verified by any jurisdiction where the offer is not permitted.independent source.
For investors outside the United States: We have not, and the Placement Agentplacement agent has not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside the United States.
For purposes of this prospectus, references to the terms “APVO,” “the Company,” “we,” “us” and “our” refer to Aptevo Therapeutics Inc., together with its subsidiaries, unless the context otherwise requires.
This prospectus and the information incorporated herein by reference includeinto this prospectus contain references to our trademarks service marksand to trademarks belonging to other entities. Solely for convenience, trademarks and trade names owned by us or other companies. All trademarks, service marksreferred to in this prospectus and trade names included orthe information incorporated by reference into this prospectus, including logos, artwork, and other visual displays, may appear without the information incorporated herein by reference® or TM symbols, but such references are the property of their respective owners.
We urge younot intended to read carefully this prospectus, as supplemented and amended, before deciding whether to investindicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the securities being offered.applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other company.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATIONSTATEMENTS
This prospectus, the applicable prospectus supplement and any free writing prospectus, including the documents we incorporate by reference, herein and therein, contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 andthat involve substantial risks and uncertainties. All statements contained in this prospectus and any documents we incorporate by reference, other than statements of historical factfacts, are forward-looking statements. These statements include, but are not limited to,including statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things, our ongoing and planned preclinical development and clinical trials, the timing of and our ability to make regulatory filings and obtain and maintain regulatory approvals for our product candidates and anystrategy, future product candidates, our intellectual property position, the degree of clinical utility of our product candidates, particularly in specific patient populations, our ability to develop and commercialize any product candidates, expectations regarding clinical trial data, statements regarding potential milestone payments, potential partnerships and collaborations, the advancement of our clinical and pre-clinical trials, our goals and milestones, our expectations regarding the size of the patient populations for our product candidates if approved for commercial use, our expectations regarding the effectiveness of our ADAPTIR and ADAPTIR-FLEX platforms, our ability to utilize any net operating losses, our results of operations, cash needs, spending of the proceeds from the offering described in this prospectus, financial condition, liquidity, prospects, growth and strategies, the industry in which we operate and the trends that may affect the industry or us. In some cases, you can identify forward-looking statements by terminology such as “believe,” “will,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “might,” “approximately,” “expect,” “predict,” “could,” “potentially” or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement is not forward looking.
These statements relate to future events or our future financial performanceposition, future revenue, projected costs, prospects, plans, objectives of management and expected market growth. These statements involve known and unknown risks, uncertainties and other important factors that couldmay cause our actual results, levels of activity, performance or achievements to be materially different from any future results, of operations to differ materially from thoseperformance or achievements expressed or implied by thesethe forward-looking statements. These statements reflect our views with respect
The words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “target”, “potential”, “will”, “would”, “could”, “should”, “continue” and similar expressions are intended to future events as of the time they were made and are based on assumptions and subject to risks and uncertainties. You should read the matters described in “Risk Factors” in this prospectus, in our Annual Report on Form 10-K and in our Quarterly Report on Form 10-Q which is incorporated by reference into this prospectus and the other cautionary statements made in this prospectus as being applicable to all relatedidentify forward-looking statements, wherever they appear in this prospectus or the documents incorporated by reference into this prospectus. In addition to factors identified under the section titled “Risk Factors” in this prospectus, factors that may impact suchalthough not all forward-looking statements include:contain these identifying words. These forward-looking statements include, among other things, statements about:
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These forward-looking statements are only predictions and we may not currently known to us ariseactually achieve the plans, intentions or shouldexpectations disclosed in our underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Given these uncertainties,statements, so you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have based these forward-looking statements. Except as required by law,statements largely on our current expectations and projections about future events and trends that we undertake nobelieve may affect our business, financial condition and operating results. We have included important factors in the cautionary statements included in this prospectus that could cause actual future results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.
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You should read this prospectus with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to update or revise publicly any forward-looking statements whether as a result of new information, future events or otherwise.otherwise, except as required by applicable law.
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PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before deciding to invest in our securities. You should read this entire prospectus carefully, including the “Risk Factors” section in this prospectus and under similar captions in our most recent Annual Report on Form 10-K, in any subsequent Quarterly Reports on Form 10-Q and in our other reports filed from time to time with the SEC, as well as our historical financial statements and the notes thereto and the other documents that are incorporated by reference ininto this prospectus. In this prospectus, unless otherwise stated or the context otherwise requires, references to the terms “APVO,” “the Company,” “we,” “us” and “our” refer to Aptevo Therapeutics Inc., together with its subsidiaries, unless the context otherwise requires. This prospectus and the information incorporated herein by reference include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus and the information incorporated herein by reference are the property of their respective owners.
Business Overview
We are a clinical-stage, research and development biotechnology company focused on developing novel immunotherapy candidates for the treatment of different forms of cancer. We have developed two versatile and enabling platform technologies for rational design of precision immune modulatory drugs. Our leaddrugs and have two clinical candidates and three preclinical candidates currently in development. Clinical candidate APVO436 is a CD3xCD123 T-cell engager currently being clinically evaluated for the treatment of acute myelogenous leukemia (AML). Clinical candidate ALG.APV-527 targets 4-1BB (co-stimulatory receptor) and ALG.APV-527,5T4 (tumor antigen). The compound is designed to reactivate antigen-primed T-cells to specifically kill tumor cells and preclinicalis currently being evaluated for the treatment of multiple solid tumor types.
Preclinical candidates, APVO603 and APVO711, were also developed using our ADAPTIR™ modular protein technology platform. Our preclinical candidate APVO442 was developed using our ADAPTIR-FLEX™ modular protein technology platform.
Our ADAPTIR and ADAPTIR-FLEX platforms are designed to generate monospecific, bispecific, and multi-specific antibody candidates capable of enhancing the human immune system against cancer cells. ADAPTIR and ADAPTIR-FLEX are both modular platforms, which gives us the flexibility to potentially generate immunotherapeutic candidates with a variety of mechanisms of action. This flexibility in design allows us to generate novel therapeutic candidates that may provide effective strategies against difficult to treat, as well as advanced forms of cancer. We have successfully designed and constructed numerous investigational-stage product candidates based on our ADAPTIR platform. The ADAPTIR platform technology is designed to generate monospecific and bispecific immunotherapeutic proteins that specifically bind to one or more targets, for example, bispecific therapeutic molecules, which may have structural and functional advantages over monoclonal antibodies. The structural differences of ADAPTIR molecules over monoclonal antibodies allow for the development of ADAPTIR immunotherapeuticsimmunotherapies that are designed to engage immune effector cells and disease targets to produce signaling responses that modulate the immune system to kill tumor cells.
We believe we are skilled at candidate generation, validation, and subsequent preclinical and clinical development using the ADAPTIR platform and the ADAPTIR-FLEX platform to generate bispecific and multi-specific candidates or other candidates to our platform capabilities. We have developed a preclinical candidate based on the ADAPTIR-FLEX platform which is advancing in our pipeline. We are developing our ADAPTIR and ADAPTIR-FLEX molecules using our protein engineering, preclinical development, process development, and clinical development capabilities.
Our Strategy
We seek to grow our business by, among other things:
Advancing our lead clinical stageblood cancer candidate, APVO436, through clinical development to evaluate its therapeutic potential alone and in combination with other therapies.Based on the positive results from our Phase 1 dose escalation and dose expansion study,studies, we plan to initiate a dose optimization Phase 1b/2 clinical trial in the secondfirst half of 20232024, in frontline AML patients who will receive a combination of APVO436 + Venetoclax + Azacitidine to continue to assess safety and efficacy of APVO436 in combination with Venetoclax and Azacitidine for the treatment of acute myelogenous leukemia (AML).to determine an optimal dose.
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Advancing our lead solid tumor candidate, ALG.APV-527, developed in partnership with Alligator Bioscience AB (Alligator), further in the clinic. Aptevo and Alligator continue to investigate ALG.APV-527 for the treatment of multiple solid tumor types with 5T4-tumor expressing antigensantigens. This drug candidate is in multiple solid tumor indications in aan ongoing first-in-human Phase I clinical studytrial that started in the first quarter of 2023. We are currently enrolling new patients. ALG.APV-527 targets the 4-1BB co-stimulatory receptor (on T lymphocytes and NK cells) and 5T4 (solid tumor antigen) and is designed to promote anti-tumor immunity. Aptevo believes this compound has the potential to be clinically important because 4-1BB can stimulate the immune cells (tumor-specific T-cells and NK cells) involved in tumor control, making 4-1BB a particularly compelling target for cancer immunotherapy.
Continued development and advancement of our preclinical candidates, APVO603 (targeting 4-1BB (CD137) and OX40 (CD134), both members of the TNF-receptor family), APVO442 (targeting Prostate Specific Membrane Antigen (PSMA), a tumor antigen that is highly expressed on prostate cancer cells and CD3), and APVO711 (an anti-PD-L1 x anti-CD40 compound). We continue to advance APVO603 and APVO442 through preclinical and IND-enabling studies. In January 2023, we filed a provisional patent with the U.S. Patent and Trademark Office (USPTO)
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pertaining to APVO711. In January 2024, the provisional patent was amended to include new preclinical data and a patent application under the Patent Cooperation Treaty ("PCT") was filed pertaining to APVO711, withwhich has the potential to treat a range of solid malignancies such as head and neck cancer. APVO711 is a dual mechanism bispecific antibody candidate that is designed to provide synergistic stimulation of CD40 on antigen presenting cells while simultaneously blocking the PD-1/PD-L1 inhibitory pathway to potentially promote a robust anti-tumor response. Preclinical studies are planned to further evaluate the mechanism of action and efficacy of APVO711.
Development of novel bispecific and multi-specific proteins for the treatment of cancer using our ADAPTIR and ADAPTIR-FLEX platforms. We have expertise in molecular and cellular biology, immunology, oncology, pharmacology, translational sciences, antibody engineering and the development of protein therapeutics. This includes target validation, preclinical proof of concept, cell line development, protein purification, bioassay and process development and analytical characterization. We focus on product development using our ADAPTIR and ADAPTIR-FLEX platforms. We plan to generate additional monospecific, bispecific, and multi-specific protein immunotherapies for development, potentially with other collaborative partners, to exploit the potential of the ADAPTIR and ADAPTIR-FLEX platforms. We will select novel candidates that have the potential to demonstrate proof of concept early in development. We expect to continue to expand the ADAPTIR and ADAPTIR-FLEX product pipelines to address areas of unmet medical need. Bispecific therapeutics are increasingly recognized as potent anti-cancer agents. Nine new bispecific agents have been approved for use by the FDA in the last three years and there is a total of 125 bispecific drug candidates currently in development. We believe our candidates in development and our future molecules derived from our ADAPTIR and ADAPTIR-FLEX platforms will be highly competitive in the market as they are rationally designed for safety and tolerability as well as efficacy.
Establishing collaborative partnerships to broaden our pipeline and provide funding for research and development. We intend to pursue collaborations with other biotechnology and pharmaceutical companies, academia, and non-governmental organizations to advance our product portfolio.
Platform Technology and Product Candidates
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Product Candidates and Platform Technology
Product Portfolio
Our current product candidate pipeline is summarized in the table below:
Platform Technologies
Recent Developments
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On March 5, 2024, the Company completed a reverse split of its outstanding shares of common stock at a ratio of 1-for-44. In connection with the reverse stock split, every 44 shares of the Company’s issued and outstanding common stock was automatically converted into one share of the Company’s common stock. All common stock amounts and prices in this registration statement reflect the consummation of the reverse split. As of March 15, 2024, there are 4,978 shares in abeyance from the exercise of Series A and Series B common warrants related to our August 2023 public offering.
Smaller Reporting Company
Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. To the extent we qualify as a smaller reporting company, we may continue to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies, including, among other things, providing only two years of audited financial statements and we are also permitted to elect to incorporate by reference information filed after the effective date of the S-1 registration statement of which this prospectus forms a part. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares of Common Stock held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our shares of Common Stock held by non-affiliates exceeds $700 million as of the prior June 30.
Corporate Information
On August 6, 2015, Emergent BioSolutions Inc. (“Emergent”), announced a plan to separate into two independent publicly traded companies. To accomplish this separation, Emergent created Aptevo Therapeutics Inc. (“Aptevo”), to be the parent company for the development-based biotechnology business focused on novel oncology and hematology therapeutics. Aptevo was incorporated in Delaware in February 2016 as a wholly owned subsidiary of Emergent. To effect the separation, Emergent made a pro rata distribution of Aptevo’s Common Stock to Emergent’s stockholders on August 1, 2016.
Our Common Stock currently trades on the Nasdaq under the symbol “APVO.” Our primary executive offices are located at 2401 4th Avenue, Suite 1050, Seattle, Washington and our telephone number is (206) 838-0500. Our website address is www.aptevotherapeutics.com. The information contained in, or that can be accessed through, our website is not a part of or incorporated by reference in this prospectus, and you should not consider it part of this prospectus or of any prospectus supplement. We have included our website address in this prospectus solely as an inactive textual reference.
34
THE OFFERING
Common Stock to be Offered |
| Up to 922,509 shares. | |||
Pre-funded Warrants to be Offered |
| ||||
|
| ||||
|
| ||||
| We are also offering to certain purchasers whose purchase of | ||||
| Common warrants to purchase up to 1,845,018 shares of our common stock. Each common warrant has an exercise price of $ The shares of common stock and pre-funded warrants, and the accompanying | ||||
Common |
| 673,430 shares. | |||
Common |
| 1,595,939 shares, (assuming we sell only shares of | |||
Use of Proceeds | We estimate that the net proceeds from this offering will be approximately |
10
| ||
Risk Factors |
| An investment in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus and |
5
this prospectus for a discussion of the risk factors | ||
Nasdaq |
| Our common stock is listed on the Nasdaq Capital Market under the symbol “APVO.” There is no established public trading market for the pre-funded warrants or common warrants, and we do not expect a market to develop. In addition, we do not intend to apply to list the pre-funded warrants or common warrants on any national securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the pre-funded warrants and common warrants will be limited. |
Unless otherwise indicated, the number of shares of Common Stock to be outstanding after this offeringThe above discussion is based on 7,544,231673,430 shares of Common Stockour common stock outstanding as of July 11, 2023. The numberMarch 15, 2024, assumes no sale of sharespre-funded warrants and excludes, as of Common Stock outstanding after this offering excludes:that date, the following:
116
RISK FACTORS
An investment in our securities involves a significanthigh degree of risk. YouBefore deciding whether to purchase our securities, including the shares of common stock offered by this prospectus, you should carefully consider the risk factorsrisks and all of the other information included in this prospectus and the documents we have incorporated by reference into this prospectus, including those in “Item 1A. Riskuncertainties described under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and ourany subsequent Quarterly Report on Form 10-Q forand our other filings with the period ended March 31, 2023,SEC, all of which are incorporated herein by reference before making an investment decision. Anyherein. If any of these risks and uncertainties could have a material adverse effect onactually occur, our business, financial condition cash flows and results of operations could be materially and adversely affected and we may not be able to achieve our goals, the value of our securities could decline and you could lose some or all of your investment. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations. If any of these risks occur, our business, results of operations or financial condition and prospects could be harmed. In that occurs,event, the tradingmarket price of our Common Stockcommon stock and the value of the warrants could decline, materially, and you could lose all or part of your investment.
The risks included in this prospectus and the documents we have incorporated by reference into this prospectus are not the only risks we face. We may experience additional risks and uncertainties not currently known to us, or as a result of developments occurring in the future. Conditions that we currently deem to be immaterial may also materially and adversely affect our business, financial condition, cash flows and results of operations, and our ability to pay distributions to stockholders.
Risks Related to This Offering
We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.
Our management will have broad discretion in the application of the net proceeds, including for any of the purposes described in the section of this prospectus entitled “Use of Proceeds.” You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the net proceeds are being used appropriately. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business, cause the price of our securities to decline and delay the development of our product candidates. Pending the application of these funds, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.
You will experience immediate and substantial dilution in the net tangible book value per share of the Common Stockcommon stock you purchase. You may also experience future dilution as a result of future equity offerings.
The price per share, together with the number of shares of our Common Stockcommon stock we propose to issue and ultimately will issue if this offering is completed, may result in an immediate decrease in the market price of our Common Stock.common stock. Our historical net tangible book value as of MarchDecember 31, 2023 was $20.1$10.1 million, or approximately $2.78$22.73 per share of our Common Stock.common stock. After giving effect to the 7,692,308922,509 shares of our Common Stockcommon stock or the exercise of the Pre-Funded Warrantspre-funded warrants to be sold in this offering at a public offering price of $1.56$5.42 per share, (assuming a public offering price equal to the last sale price of our Common Stock as reported by Nasdaq on July 13, 2023, which was $1.56 per share), our as adjusted net tangible book value as of MarchDecember 31, 2023 would have been $31.2,$14.6 million, or approximately $2.09$10.70 per share of our Common Stock.common stock. This represents an immediate dilution in the net tangible book value of $0.69$12.03 per share of our Common Stockcommon stock to our existing stockholders and an immediate increase in net tangible book value of approximately $0.53$5.28 per share of our Common Stockcommon stock to new investors, representing the difference between the assumed public offering price and our as adjusted net tangible book value as of MarchDecember 31, 2023, after giving effect to this offering, and the assumed public offering price per share.
In addition, in order to raise additional capital, we may in the future offer additional shares of our Common Stockcommon stock or other securities convertible into or exchangeable for our Common Stockcommon stock at prices that may not be the same as the price per share in this offering. In the event that the outstanding options or warrants are exercised or settled, or that we make additional issuances of Common Stockcommon stock or other convertible or exchangeable securities, you could experience additional dilution. We cannot assure you that we will be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders, including investors who purchase shares of Common Stockcommon stock in this offering. The price per share at which we sell additional shares of our Common Stockcommon stock or securities convertible into Common Stockcommon stock in future transactions, may be higher or lower than the price per share in this offering. As a result, purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell at prices significantly below the price at which they invested.
Resales of our Common Stock in the public market during this offering by our stockholders may cause the market price of our Common Stock to fall.
Sales of a substantial number of shares of our Common Stock could occur at any time. The issuance of new shares of our Common Stock could result in resales of our Common Stock by our current stockholders concerned about the potential ownership dilution of their holdings. In turn, these resales could have the effect of depressing the market price for our Common Stock.
You may experience future dilution as a result of future equity offerings.
7
In order to raise additional capital, we may in the future offer additional common shares or other securities convertible into or exchangeable for our common shares that could result in further dilution to the investors purchasing our common shares in this offering or result in downward pressure on the price of our common shares. We may sell our common shares or other securities in any other offering at prices that are higher or lower than the prices paid by the investors in this offering, and the investors purchasing shares or other securities in the future could have rights superior to existing shareholders. Moreover, to the extent that we issue options or warrants to purchase, or securities convertible into or exchangeable for, our common shares in the future and those options, warrants or other securities are exercised, converted or exchanged, stockholders may experience further dilution.
We will have broad discretion in the use of the net proceeds from this offering and may not use them effectively.
We currently intend to use the net proceeds from the offering of securities under this prospectus for the continued clinical development of our product candidates and for working capital, and other general corporate purposes, as described in the section of this prospectus entitled “Use of Proceeds.” We will have broad discretion in the application of the net proceeds in the category of general corporate purposes and investors will be relying on the judgment of our management regarding the application of the proceeds of this offering.
The precise amount and timing of the application of these proceeds, if any, will depend upon a number of factors, such as the timing and progress of our research and development efforts, our funding requirements and the availability and costs of other funds. As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering. Depending on the outcome of our efforts and other unforeseen events, our plans and priorities may change and we may apply the net proceeds of this offering in different manners than we currently anticipate.
The failure by our management to apply these funds effectively could harm our business, financial condition and results of operations. Pending their use, we may invest the net proceeds from this offering in short-term, interest-bearing instruments. These investments may not yield a favorable return to our stockholders.
This offering may cause the trading price of our Common Stock to decrease.
The price per share, together with the number of shares of Common Stock we propose to issue and ultimately will issue if this offering is completed, may result in an immediate decrease in the market price of our Common Stock. This decrease may continue after the completion of this offering.
There is no public market for the Pre-Funded Warrants and Common Warrantscommon warrants or pre-funded warrants being offered by us in this offering.
There is no established public trading market for the Pre-Funded Warrants and Common Warrants being offered in this offering,common warrants or the pre-funded warrants, and we do not expect a market to develop. In addition, we do not intend to apply to list the Pre-Funded Warrants and Common Warrantscommon warrants or pre-funded warrants on any national securities exchange or other nationally recognized trading system. Without an active market, the liquidity of the Pre-Funded Warrantscommon warrants and Common Warrantspre-funded warrants will be limited.
Holders of our Pre-Funded Warrants and Common Warrants will have no rights as common stockholders until they acquire our Common Stock.
Until you acquire shares of Common Stock upon exercise of your Pre-Funded Warrants or the Common Warrants, you will have no rights with respect to the shares of Common Stock issuable upon exercise of your Common Warrants. Upon exercise of your Pre-Funded Warrants or the Common Warrants, you will be entitled to exercise the rights of a holder of shares only as to matters for which the record date occurs after the issuance date for such shares of Common Stock.
The Pre-Funded Warrantscommon warrants and the Common Warrantspre-funded warrants are speculative in nature.
The Pre-Funded Warrantscommon warrants and Common Warrantspre-funded warrants offered hereby do not confer any rights of Common Stockshare of common stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of Common Stockcommon stock at a fixed price. Specifically, commencing on the date of issuance, holders of the Pre-Funded Warrantscommon warrants may acquire the Common Stockshares of common stock issuable upon exercise of such warrants at an exercise price of $0.001$5.42 per share of common stock, and holders of the Common Warrantspre-funded warrants may acquire the Common Stockshares of common stock issuable upon exercise of such warrants at an exercise price of $0.0001 per share equal to the public offering price of shares of Common Stock in this offering.common stock. Moreover, following this offering, the market value of the Pre-Funded Warrantscommon warrants and the Common Warrants
pre-funded warrants is uncertain and there can be no assurance that the market value of the Pre-Funded Warrantscommon warrants or the Common Warrantspre-funded warrants will equal or exceed their respective public offering price.
The Common Warrants may not have any value.
Each Common Warrant has an exercise price per share equal toprices. There can be no assurance that the public offeringmarket price of the Shares in this offering and expires on the fifth anniversaryshares of its original issuance date. In the event the market price per share of Common Stock does notcommon stock will ever equal or exceed the exercise price of the Common Warrants duringcommon warrants or pre-funded warrants, and consequently, whether it will ever be profitable for holders of common warrants to exercise the period whencommon warrants or for holders of the Common Warrants are exercisable,pre-funded warrants to exercise the Common Warrants may notpre-funded warrants.
Holders of the warrants offered hereby will have any value.no rights as common stockholders with respect to the shares of our common stock underlying the warrants until such holders exercise their warrants and acquire our common stock, except as otherwise provided in the warrants.
Until holders of the common warrants and the pre-funded warrants acquire shares of our common stock upon exercise thereof, such holders will have no rights with respect to the shares of our common stock underlying such warrants, except to the extent that holders of such warrants will have certain rights to participate in distributions or dividends paid on our common stock as set forth in the warrants. Upon exercise of the common warrants and the pre-funded warrants, the holders will be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs after the exercise date.
This is a reasonable best efforts offering, in which no minimum number or dollar amount of securities is required to be sold, and we may not raise the amount of capital we believe is required for our business plans, including our near-term business plans.
The Placement Agentplacement agent has agreed to use its reasonable best efforts to solicit offers to purchase the securities in this offering. The Placement Agentplacement agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. There is no required minimum number of securities that must be sold as a condition to completion of this offering. Because there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount, placement agent fees and proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth herein.above. We may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund.refund in the event that we do not sell an amount of securities sufficient to support our continued operations, including our near-term continued operations. Thus, we may not raise the amount of capital we believe is required for our operations in the short-term and may need to raise additional funds, to complete such short-term operations. Such additional fundraiseswhich may not be available or available on terms acceptable to us.
Purchasers who purchase our securities in this offering pursuant to a securities purchase agreement may have rights not available to purchasers that purchase without the benefit of a securities purchase agreement.
In addition to rights and remedies available to all purchasers in this offering under federal securities and state law, the purchasers that enter into a securities purchase agreement will also be able to bring claims of breach of contract against us. The Placement Agent isability to pursue a claim for breach of contract provides those investors with the means to enforce the covenants uniquely available to them under the securities purchase agreement including, but not limited
8
to: (i) timely delivery of securities; (ii) agreement to not enter into any financings for 60 days from closing; and (iii) indemnification for breach of contract.
Resales of our common stock in the public market during this offering by our stockholders may cause the shares onmarket price of our common stock to fall.
Sales of a “reasonable best efforts” basis and the Placement Agent is under no obligation to purchase any shares for its own account. The Placement Agent is not required to sell any specificsubstantial number or dollar amount of shares of Common Stockour common stock could occur at any time. The issuance of new shares of our common stock could result in resales of our common stock by our current stockholders concerned about the potential ownership dilution of their holdings. In turn, these resales could have the effect of depressing the market price for our common stock.
This offering may cause the trading price of our common stock to decrease.
The price per share, together with the number of shares of common stock we propose to issue and ultimately will issue if this offering but will use its reasonable best efforts to sellis completed, may result in an immediate decrease in the securities offered inmarket price of our common stock. This decrease may continue after the completion of this prospectus. As a “reasonable best efforts” offering, there can be no assurance that the offering contemplated hereby will ultimately be consummated.offering.
9
USE OF PROCEEDS
We estimate that we will receivethe net proceeds of approximately $12.0 million from the sale of the securities by us in this offering based on an assumed combined public offering price of $1.56 per share and accompanying Common Warrant (assuming a public offering price equal to the last sale price of our Common Stock as reported by Nasdaq on July 13, 2023, which was $1.56),will be approximately $4.6 million, after deducting the Placement Agentplacement agent fees and estimated offering expenses payable by us, assuming no sale of any fixed combinations of pre-funded warrants and excludingwarrants offered hereunder. If the common warrants are exercised in full for cash, the estimated net proceeds if any, received fromwill increase to $9.2 million. However, because this is a reasonable best-efforts offering and there is no minimum offering amount required as a condition to the exerciseclosing of warrants issued in this offering.offering, the actual offering amount, the placement agent’s fees and net proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth on the cover page of this prospectus.
We currently intend to use the net proceeds we receive from this offering for working capital to fund our clinical programs and general corporate purposes, including the continued clinicalfurther development of our product candidates and for working capital, and other general corporate purposes. Ourcandidates. This expected use of net proceeds from this offering represents our intentions based onupon our presentcurrent plans and prevailing business conditions, which could change in the future as our plans and prevailing business conditions evolve. The amountamounts and timing of our actual expendituresuse of proceeds will dependvary depending on numerousa number of factors, including the timing and successamount of clinical studiescash generated or clinical studies we may commence in the future, the timing of regulatory submissions and the feedback from regulatory authorities.used by our operations. As a result, our managementwe will haveretain broad discretion overin the useallocation of the net proceeds fromof this offering. Pending our use of the net proceeds from this offering, we may temporarily invest the net proceeds in investment-grade, interest-bearing securities.
Predicting the cost necessary to develop product candidates can be difficult and we anticipate we will need additional funds to complete the development work generally required for obtaining regulatory approval to commercialize a drug. We have based these estimates on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect.
10
MARKET FOR COMMON STOCK AND DIVIDEND POLICY
Our Common Stock is traded on the Nasdaq under the symbol “APVO.” The last reported sale price of our Common Stock on July 13, 2023 on the Nasdaq was $1.56 per share. As of July 13, 2023, there were 114 stockholders of record of our Common Stock.
We have never declared or paid, and do not anticipate declaring, or paying in the foreseeable future, any cash dividends on our capital stock. Future determinations as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then existing conditions, including our operating results, financial conditions, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant.
CAPITALIZATION
The following table presents a summary of our cash and cash equivalents and capitalization as of MarchDecember 31, 2023:
The unaudited as adjusted information below is prepared for illustrative purposes only and our capitalization following the completion of this offering will be adjusted based on the actual public offering price and other terms of this offering determined at pricing. You should read the following table in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the historical financial statements and related notes in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and our Quarterly Report on Form 10-Q for the period ended March 31, 2023, incorporated herein by reference.
|
| As of March 31, 2023 |
|
| As of December 31, 2023 |
| ||||||||||
(in thousands) |
| Actual |
|
| As adjusted |
|
| Actual |
|
| As adjusted |
| ||||
Cash and cash equivalents |
| $ | 25,328 |
|
| $ | 36,388 |
|
| $ | 16,904 |
|
| $ | 21,454 |
|
Common stock: $0.001 par value; 500,000,000 shares authorized; 7,239,471 shares issued and outstanding, actual; 15,236,539 shares issued and outstanding, as adjusted |
|
| 49 |
|
|
| 57 |
| ||||||||
Common stock: $0.001 par value; 500,000,000 shares authorized; 442,458 shares issued and outstanding, actual; 1,364,967 shares issued and outstanding, as adjusted |
|
| 61 |
|
|
| 62 |
| ||||||||
Additional paid-in capital |
|
| 226,470 |
|
|
| 237,522 |
|
|
| 235,607 |
|
|
| 240,156 |
|
Accumulated deficit |
|
| (203,263 | ) |
|
| (203,263 | ) |
|
| (223,447 | ) |
|
| (223,447 | ) |
Total stockholders' equity |
| $ | 23,256 |
|
| $ | 34,316 |
|
| $ | 12,221 |
|
| $ | 16,771 |
|
Each $0.25$1.00 increase (decrease) in the assumed public offering price of $1.56$5.42 per share would increase (decrease) each of cash and cash equivalents, additional paid-in capital and total shareholders’ equity by approximately $1.8$0.9 million, assuming the number of shares of Common Stockcommon stock and Common Warrantscommon warrants offered, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated placement agent fees and estimated offering expenses. Similarly, each increase (decrease) of 100,000 shares in the number of shares of Common Stockcommon stock and Common Warrantscommon warrants offered would increase (decrease) cash and cash equivalents, additional paid-in capital and total shareholders’ equity by approximately $0.1$0.5 million, assuming the assumed public offering price remains the same, and after deducting estimated placement agent fees and estimated offering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.
The number ofabove discussion is based on 442,458 shares of our Common Stock outstanding before and after this offering is based on 7,239,471 shares of our Common Stockcommon stock outstanding as of MarchDecember 31, 2023:2023, assumes no sale of pre-funded warrants and excludes, as of that date, the following:
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12
DILUTION
If you purchase shares of our Common Stock,common stock, your interest will be diluted immediately to the extent of the difference between the offering price per share you will pay in this offering and the as adjusted net tangible book value per share of our Common Stockcommon stock after this offering. Net tangible book value per share represents our total tangible assets less total liabilities, divided by the number of shares of our Common Stockcommon stock outstanding.
The Company underwent a reverse stock split on March 5, 2024, at a ratio of 1-for-44, whereby every 44 shares of the Company’s issued and outstanding common stock was automatically combined into one issued and outstanding share of common stock, without any change in par value per share. As a result of the reverse stock split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all then outstanding stock options, restricted stock units and warrants, which will result in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock units and warrants, and, in the case of stock options and warrants, a proportional increase in the exercise price of all such stock options and warrants.
As of MarchDecember 31, 2023, our net tangible book value was $20.1$10.1 million, or $2.78$22.73 per share of Common Stock.Stock, as adjusted for the reverse stock split.
After giving effect to the foregoing pro forma adjustments and the sale by us of 7,692,3080.9 million shares of Common Stockcommon stock and accompanying Common Warrantscommon warrants at an assumed public offering price of $1.56$5.42 per share and $1.56$0.0001 per Pre-Funded Warrantpre-funded warrant and accompanying Common Warrant,common warrant, and after deducting the placement agent fees and estimated offering expenses payable by us, our as adjusted net tangible book value as of MarchDecember 31, 2023, would have been $31.2$14.6 million, or $2.09$10.70 per share. This represents an immediate dilution in as adjusted net tangible book value of approximately $0.69$12.03 per share to our existing stockholders, and an immediate increase of $0.53$5.28 per share to purchasers of shares in this offering, as illustrated in the following table:
Assumed public offering price per Share |
| $ | 1.56 |
|
| $ | 5.42 |
|
Net tangible book value per share as of March 31, 2023 |
| $ | 2.78 |
| ||||
Net tangible book value per share as of December 31, 2023 |
| $ | 22.73 |
| ||||
Net dilution in net tangible book value per share attributable to existing shareholders |
| $ | 0.69 |
|
| $ | 12.03 |
|
As adjusted net tangible book value per share after this offering |
| $ | 2.09 |
|
| $ | 10.70 |
|
Dilution in net tangible book value per share to new investors in the offering |
| $ | 0.53 |
|
| $ | 5.28 |
|
The number ofabove discussion is based on 442,458 shares of our Common Stock outstanding before and after this offering is based on 7,239,471 shares of our Common Stockcommon stock outstanding as of MarchDecember 31, 2023:2023, assumes no sale of pre-funded warrants and excludes, as of that date, the following:
13
DESCRIPTION OF SECURITIESCAPITAL STOCK
The following descriptionsummary of the rights of our capital stock is not complete and is subject to and qualified in its entirety by reference to our Charter and Bylaws, copies of which are filed as exhibits to our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 5, 2024, and the Certificate of Designations and forms of securities, copies of which are filed as exhibits to the registration statement of which this prospectus forms a part , which are incorporated by reference herein.
As of the date of this prospectus, our certificate of incorporation, authorizes us to issue up to 500,000,000 shares of Common Stock, which$0.001 par value per share, and 15,000,000 shares of preferred stock, $0.001 par value per share. Our Common Stock is the only security of the Company registered under Section 1212(b) of the Securities Exchange Act and is listed on the Nasdaq under the trading symbol “APVO.” As of 1934, as amended (the “Exchange Act”), is intended as aMarch 15, 2024, 673,430 shares of Common Stock were outstanding and no shares of preferred stock were outstanding.
The following summary anddescribes the material terms of our capital stock. The summary is qualified in its entirety by reference to our amended and restated certificate of incorporation and our amended and restated bylaws, applicable provisions of the Delaware General Corporation Law (the “DGCL”) and pursuant to our rights plan, which are available in our filings with the SEC.
In this offering, we are offering 7,692,308 Shares and Common Warrants to purchase up to 7,692,308 shares of Common Stock at an exercise price of $1.56 per Share and related Common Warrants to purchase up to 7,692,308 shares of Common Stock at an exercise price of $1.56 per share. This prospectus supplement also relates to the offering of shares of our Common Stock upon the exercise, if any, of the warrants issued in this offering.bylaws.
Authorized Shares
Our authorized Shares consists of 500,000,000 shares of Common Stock and 15,000,000 shares of preferred stock, $0.001 par value per share (the “Preferred Stock”). Our Common Stock is registered under Section 12(b) of the Exchange Act and is listed on the Nasdaq under the trading symbol “APVO.”
Common Stock
Voting Rights
Each holder of our Common Stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. Under our amended and restated certificate of incorporation and amended and restated bylaws, our stockholders do not have cumulative voting rights. Because of this, the holders of a majority of the shares of Common Stock entitled to vote in any election of directors can elect all of the directors standing for election, if they should so choose.
Dividends
Subject to preferences that may be applicable to any then-outstanding shares of preferred stock, holders of Common Stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by our board of directors out of legally available funds.
Liquidation
In the event of our liquidation, dissolution or winding up, holders of Common Stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding shares of preferred stock.
Rights and Preferences
Each share of Common Stock includes an associated right pursuant to and as set forth in the Rights Agreement that we entered into with Broadridge Corporate Issuer Solutions, Inc. on November 8, 2020 (the “rights agreement”). Each right initially represents the right to purchase from us one one-thousandth of a share of our Series A Junior Participating Preferred Stock, par value $0.001 per share. This right is not exercisable until the occurrence of certain events specified in such rights agreement. The value attributable to these rights, if any, is reflected in the value of our Common Stock. The rights agreement and the rights granted thereunder will expire upon the earliest to occur of (i) the date on which all of such rights are redeemed, (ii) the date on which such rights are exchanged, and (iii) the close of business on November 8, 2021.4, 2024.
Fully Paid and Nonassessable.
All of our outstanding shares of Common Stock are fully paid and nonassessable.
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Preferred Stock
Pursuant to our amended and restated certificate of incorporation, our board of directors has the authority, without further action by our stockholders, to designate up to 15,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting, or the designation of, such series, any or all of which may be greater than the rights of common stock.
The Delaware General Corporation Law (“DGCL”) provides that the holders of preferred stock will have the right to vote separately as a class on any proposal involving fundamental changes in the rights of holders of that preferred stock. This right is in addition to any voting rights that may be provided for in the applicable certificate of designation.
Warrants Outstanding
Series A and Series B Common Warrants 2023 - As of July 11, 2023, there wereMarch 15, 2024, we have issued and outstanding Series A common warrants to purchase 350,58942,555 shares of Common Stock outstanding. These warrants were issued on March 11, 2019 as part of our public offering of Common Stock and warrants.
Pre-Funded Warrants
The following summarySeries B common warrants to purchase 1,316 shares of certain terms and provisions of Pre-Funded Warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the Pre-Funded Warrant, the form of which is filed asour Common Stock at an exhibit to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of Pre-Funded Warrant for a complete description of the terms and conditions of the Pre-Funded Warrants.
Duration and Exercise Price. Each Pre-Funded Warrant offered hereby will have an initial exercise price of $27.28 per share equalshare. As of March 15, 2024, there are 4,978 shares in abeyance from the exercise of Series A and Series B common warrants related to $0.001.our August 2023 public offering. The Pre-Funded Warrants will beSeries A common warrants and Series B common warrants are immediately exercisable and may be exercised at any time until the Pre-Funded Warrants are exercisedexpire in full.August 2028 and February 2025, respectively. The exercise price and the number of shares of Common Stock issuablepurchasable upon the exercise isof the warrants are subject to appropriate adjustment inupon the eventoccurrence of specific events, including sales of additional shares of Common Stock, stock dividends, stock splits, reorganizations or similar events affecting our Common Stockreclassifications and the exercise price. The Pre-Funded Warrants will be issued separately from the accompanying Common Warrants and may be transferred separately immediately thereafter.
Exercisability. The Pre-Funded Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of sharescombinations of our Common Stock purchased upon such exercise (exceptStock. If, at any time warrants are outstanding, any fundamental transaction occurs, as described in the case of a cashless exercise as discussed below). Purchasers ofwarrants, the Pre-Funded Warrants in this offering may elect to deliver their exercise notice followingsuccessor entity must assume the pricing of the offering and priorobligations to the issuance of the Pre-Funded Warrants at closing to have their Pre-Funded Warrants exercised immediately upon issuance and receive shares of Common Stock underlying the Pre-Funded Warrants upon closing of this offering. A holder (together with its affiliates) may not exercise any portion of the Pre-Funded Warrant to the extent that the holder would own more than 4.99% of the outstanding Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s Pre-Funded Warrants up to 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determinedwarrant holders. Additionally, in accordance with the terms of the Pre-Funded Warrants. Purchasers of Pre-Funded Warrants in this offering may also elect prior to the issuance of the Pre-Funded Warrants to have the initial exercise limitation set at 9.99% of our outstanding Common Stock. No fractional shares of Common Stock will be issued in connection with the exercise of a Pre-Funded Warrant. In lieu of fractional shares, we will round down to the next whole share.
Cashless Exercise. If, at the time a holder exercises its Pre-Funded Warrants, a registration statement registering the issuance of the shares of Common Stock underlying the Pre-Funded Warrants under the Securities Act is not then effective or available, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Common Stock determined according to a formula set forth in the Pre-Funded Warrants.
Transferability. Subject to applicable laws, a Pre-Funded Warrant may be transferred at the option of the holder upon surrender of the Pre-Funded Warrant to us together with the appropriate instruments of transfer.
Exchange Listing. There is no trading market available for the Pre-Funded Warrants on any securities exchange or nationally recognized trading system. We do not intend to list the Pre-Funded Warrants on any securities exchange or nationally recognized trading system.
Right as a Stockholder. Except as otherwise provided in the Pre-Funded Warrants or by virtue of such holder’s ownership of shares of our Common Stock, the holders of the Pre-Funded Warrants do not have the rights or privileges of holders of our Common Stock, including any voting rights, until they exercise their Pre-Funded Warrants.
Fundamental Transaction. In the event of a fundamental transaction, as described in the Pre-Funded Warrants and generally including any reorganization, recapitalization or reclassification of our Common Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding Common Stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding Common Stock, the holders of the Pre-Funded Warrantswarrants will be entitled to receive upon exercise of the Pre-Funded Warrantswarrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Pre-Funded Warrants
warrants immediately prior to such fundamental transaction, other than one in which a successor entity that is a publicly traded corporation (whose stock is quoted or listed for trading on a national securities exchange, including, but not limited to, the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market) assumes the Pre-Funded Warrant such that the warrant shall be exercisable for the publicly traded common stock of such successor entity.
Common Warrants
The following summary of certain terms and provisions of Common Warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisionstransaction. Holders of the Common Warrants, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of Common Warrants for a complete description of the terms and conditions of the Common Warrants.
Duration and Exercise Price. Each Common Warrant offered hereby will have an initial exercise price per share equal to $ . The Common Warrants will be immediately exercisable and will expire on the fifth anniversary of the original issuance date. The exercise price and number of shares of Common Stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our Common Stock and the exercise price. The exercise price is separately subject to reduction in the event of certain future dilutive issuances of shares of Common Stock by us, including pursuant to common stock equivalents and convertible or derivative securities. The Common Warrants will be issued separately from the Common Stock and will be held separately immediately thereafter. A Common Warrant to purchase one share of our Common Stock will be issued for every share of Common Stock or Pre-Funded Warrant to purchase one share purchased in this offering.
Exercisability. The Common Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our Common Stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the Common Warrant to the extent that the holder would own more than 4.99% of the outstanding Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s Common Warrants up to 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Common Warrants. No fractional shares of Common Stock will be issued in connection with the exercise of a Common Warrant. In lieu of fractional shares, we will round down to the next whole share.
Cashless Exercise. If, at the time a holder exercises its Common Warrants, a registration statement registering the issuance of the shares of Common Stock underlying the Common Warrants under the Securities Act is not then effective or available and an exemption from registration under the Securities Act is not available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Common Stock determined according to a formula set forth in the Common Warrants.
Transferability. Subject to applicable laws, a Common Warrant in book entry form may be transferred at the option of the holder through the facilities of the Depository Trust Company ("DTC") and Common Warrants in physical form may be transferred upon surrender of the Common Warrant to the warrant agent together with the appropriate instruments of transfer. Pursuant to a warrant agency agreement between us and Broadridge, as warrant agent, the Common Warrants initially will be issued in book-entry form and will be represented by one or more global certificates deposited with DTC and registered in the name of Cede & Co., a nominee of DTC , or as otherwise directed by DTC.
Exchange Listing. There is no established public trading market for the Common Warrants, and we do not expect a market to develop. In addition, we do not intend to list the Common Warrants on any securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of the Common Warrants will be limited.
Right as a Stockholder. Except as otherwise provided in the Common Warrants or by virtue of such holder’s ownership of shares of our Common Stock, the holders of the Common Warrantswarrants do not have the rights or privileges of holders of our Common Stock,common shares, including any voting rights, until they exercise their Common Warrants.warrants, with exceptions for participation in rights offerings or extraordinary distributions.
New Series A and Series B Common Warrants - November 2023 -On November 9, 2023, we entered into a warrant Inducement Agreement (“Inducement Agreement”) with certain holders of our existing Series A common warrants and Series B common warrants (together, the "Existing Warrants") to purchase shares of common stock. Pursuant to the terms of the Inducement Agreement, the holders agreed to exercise for cash their Existing Warrants to purchase up to an aggregate of 363,930 shares of common stock at an exercise price of $10.25 during the period from the date of the Inducement Agreement until December 8, 2023. In consideration of the holder’s agreement to exercise the Existing Warrants, we agreed to issue new Series A and new Series B common warrants (together, the "New Warrants"), to purchase a number of shares of common stock equal to 200% of the number of shares of common stock issued upon exercise of the Existing Warrants. Holders exercised 140,726 Existing Series A and 181,965 Existing Series B Warrants and the Company received $3.3 million in gross proceeds. As of March 15, 2024, we have 281,452 New Series A and 363,930 New Series B Common Warrants outstanding from our November 2023 warrant inducement with an exercise price of $10.25 per share. If the New Warrants are exercised, we may receive up to an additional $6.6 million in gross proceeds.
Stockholder Registration Rights
Fundamental Transaction. In the eventCertain holders of a fundamental transaction, as described in the form of Common Warrant, and generally including any reorganization, recapitalization or reclassificationshares of our Common Stock are entitled to certain rights with respect to registration of such shares under the sale,Securities Act. These shares are referred to as registrable securities. The holders of these registrable securities possess registration rights described in additional detail below pursuant to the terms of a registration rights agreement.
The registration of shares of our Common Stock pursuant to the exercise of registration rights described below would enable the holders to trade these shares without restriction under the Securities Act when the applicable registration statement is declared effective. We will pay the registration expenses, other than underwriting discounts, selling commissions and stock transfer or other dispositiontaxes, of the shares registered pursuant to the demand and piggyback registration rights described below.
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Generally, in an underwritten offering, the managing underwriter, if any, has the right, subject to specified conditions, to limit the number of shares the holders may include.
Demand Registration Rights
The holders of the registrable securities are entitled to certain demand registration rights. At any time, the holders of at least 20% of the registrable securities, on not more than two occasions, may request that we register all or substantially alla portion of our properties or assets, our consolidation or mergertheir shares, subject to certain specified exceptions. Such request for registration must cover securities the aggregate offering price of which, before payment of underwriting discounts and commissions, exceeds $10,000,000.
Piggyback Registration Rights
In connection with or into another person, the acquisition of more than 50% of our outstanding Common Stock, or any person or group becoming the beneficial owner of 50%filing of the voting power represented by our outstanding Common Stock,registration statement of which this prospectus forms a part, the holders of the Common Warrantsregistrable securities were entitled to, and the necessary percentage of holders waived, their rights to notice of such filing and to include their shares of registrable securities in the registration statement of which this prospectus forms a part. If we propose to register for offer and sale any of our securities under the Securities Act in a future offering, either for our own account or for the account of other security holders, the holders of these shares will be entitled to receivecertain “piggyback” registration rights allowing them to include their shares in such registration, subject to certain marketing and other limitations. As a result, whenever we propose to file a registration statement under the Securities Act, including a registration statement on Form S-3 as discussed below, other than with respect to a demand registration or a registration statement on Forms S-4 or S-8 or related to stock issued upon exerciseconversion of debt securities, the holders of these shares are entitled to notice of the Common Warrantsregistration and have the kind and amount of securities, cash or other propertyright, subject to limitations that the holders would have received had they exercisedunderwriters may impose on the Common Warrants immediately priornumber of shares included in the registration, to such fundamental transaction, other than oneinclude their shares in the registration.
Lincoln Park Registration Rights
On February 16, 2022, we entered into a Purchase Agreement ("2022 Purchase Agreement") and a Registration Rights Agreement with Lincoln Park (the "Registration Rights Agreement"). The 2022 Purchase Agreement and Registration Rights Agreement replaced the Purchase Agreement and Registration Rights Agreement with Lincoln Park that we entered into on December 20, 2018. Under the 2022 Purchase Agreement, Lincoln Park committed to purchase up to $35.0 million of our common stock over a 36-month period commencing after the satisfaction of certain conditions, which a successor entity that is a publicly traded corporation (whose stock is quoted or listed for tradingare within our control, as set forth in the 2022 Purchase Agreement. The purchase price per share will be based on a national securities exchange, including, but not limited to, the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market) assumes the Common Warrant suchprevailing market prices; provided, however, that the warrant shall be exercisable for the publicly tradedprevailing market price is not below $1.00. We agreed to and issued 2,256 shares of our common stock to Lincoln Park for no cash consideration as an initial fee for its commitment to purchase shares of such successor entity.
Transfer Agent and Registrar
The transfer agent and registrar for our Common Stock is Broadridge, which can be contacted at 51 Mercedes Way, Edgewood, NY 11717, shareholder@broadridge.com, or +1 (720) 378-5591.common stock under the 2022 Purchase Agreement.
Certain Anti-Takeover Provisions of Our Certificate of Incorporation, Our Bylaws, the DGCL and our Rights Plan
Delaware Law. Law
We are subject to Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:
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In general, Section 203 defines a “business combination” to include the following:
In general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.
Staggered Board; Removal of Directors.Our amended and restated certificate of incorporation provides for our board of directors to be divided into three classes with staggered three-year terms. Only one class of directors is elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Because our stockholders do not have cumulative voting rights, stockholders holding a majority of the shares of Common Stock outstanding are able to elect all of our directors. Our certificate of incorporation and our bylaws also provide that directors may be removed by the stockholders only for cause upon the vote of 75% of our outstanding Common Stock. Furthermore, the authorized number of directors may be changed only by resolution of the board of directors, and vacancies and newly created directorships on the board of directors may, except as otherwise required by law or determined by the board, only be filled by a majority vote of the directors then serving on the board, even though less than a quorum.
Stockholder Action by Written Consent. Our amended and restated certificate of incorporation and amended and restated bylaws also provide that all stockholder actions must be effected at a duly called meeting of stockholders and eliminates the right of stockholders to act by written consent without a meeting. Our amended and restated bylaws also provide that only our chairman of the board, chief executive officer or the board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors may call a special meeting of stockholders.
Requirements for Advance Notification of Stockholder Nominations, Proposals and Amendments. Our amended and restated bylaws also provide that stockholders seeking to present proposals before a meeting of stockholders to nominate candidates for election as directors at a meeting of stockholders must provide timely advance notice in writing, and specify requirements as to the form and content of a stockholder’s notice. Our certificate of incorporation and bylaws provide that the stockholders cannot amend many of the provisions described above except by a vote of 75% or more of our outstanding Common Stock.
Shareholder Rights Plan. On November 8, 2020, our board of directors adopted a rights plan pursuant to our rights agreement. The rights plan works by causing substantial dilution to any person or group that acquires beneficial ownership of ten percent (10%) or more of our Common Stock without the approval of our board of directors. As a result, the overall effect of the rights plan and the issuance of the rights pursuant to the rights plan may be to render more difficult or discourage a merger, tender or exchange offer or other business combination involving the Company that is not approved by our board of directors. The rights plan is not intended to interfere with any merger, tender or exchange offer or other business combination approved by our board of directors. The rights plan also does not prevent our board of directors from considering any offer that it considers to be in the best interest of our stockholders.
These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce our vulnerability to hostile takeovers and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of delaying changes in our control or management. As a consequence,
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these provisions may also inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts. We believe that the benefits of these provisions, including increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our company, outweigh the disadvantages of discouraging takeover proposals, because negotiation of takeover proposals could result in an improvement of their terms.
On November 2, 2023, Aptevo Therapeutics Inc. entered into Amendment No. 3 to the Rights Agreement, dated as of November 8, 2020, between the Company and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent, as amended. The Amendment extends the definition of “Final Expiration Date” (as defined in the Rights Agreement) and certain related language in the Rights Agreement to November 4, 2024. The Amendment also changes the definition of “Purchase Price” (as defined in the Rights Agreement) and certain related language in the Rights Agreement to $2.02 per one one-thousandth of a Preferred Share.
Transfer Agent and Registrar
The transfer agent and registrar for our Common Stock is Broadridge, which can be contacted at 51 Mercedes Way, Edgewood, NY 11717, shareholder@broadridge.com, or +1 (720) 378-5591. The transfer agent for any series of preferred stock that we may offer under this prospectus will be named and described in the prospectus supplement for that series.
Listing on the Nasdaq Capital Market
Our Common Stock is listed on the Nasdaq Capital Market under the symbol “APVO.”
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SECURITY OWNERSHIPDESCRIPTION OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTSECURITIES WE ARE OFFERING
We are offering up to 922,509 shares of our common stock (or pre-funded warrants in lieu of) and up to 1,845,018 common warrants to purchase up to 1,845,018 shares of common stock. Each share of common stock is being offered together with two common warrants, each to purchase one share of common stock. We are also offering pre-funded warrants to those purchasers whose purchase of shares of common stock in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common stock following the consummation of this offering in lieu of the shares of common stocks that would result in such excess ownership. Each pre-funded warrant will be exercisable for one share of common stock. Each pre-funded warrant is being offered together with two common warrants, each to purchase one share of common stock. No warrant for fractional shares of common stock will be issued, rather warrants will be issued only for whole shares of common stock. We are also registering the shares of common stock issuable from time to time upon exercise of the pre-funded warrants and common warrants offered hereby.
Common Stock
The material terms and provisions of our common stock are described under the caption “Description of Capital Stock” in this prospectus and are incorporated herein by reference.
Common Warrants
General
The following table sets forth information with respectis a summary of certain terms and provisions of the common warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the common warrant, the form of which will be filed as an exhibit to the beneficial ownershipregistration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of common warrant for a complete description of the terms and conditions of the common warrants.
Duration, Exercise Price and Form
The Company is offering common warrants to purchase up to an aggregate of 1,845,018 shares of our common stock. Each common warrant may be exercised, in cash or by a cashless exercise at the election of the holder at any time following the date of issuance and from time to time thereafter through and including the five year anniversary of the initial exercise date. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and the exercise price. The exercise price is separately subject to reduction in the event of certain future dilutive issuances of shares of common stock by us, including pursuant to common stock equivalents and convertible or derivative securities. The common warrants will be issued separately from the common stock and will be held separately immediately thereafter. Two common warrants, each to purchase one share of our common stock will be issued for every share of common stock or pre-funded warrant to purchase one share purchased in this offering. The common warrants will be issued in certificated form only.
Exercisability
The common warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our Common Stock by (i) each director, (ii) each named executive officer, (iii) all directors and executive officerscommon stock purchased upon such exercise (except in the case of a cashless exercise as a group, and (iv) each person who we know beneficially ownsdiscussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s common warrants to the extent that the holder would own more than 5%4.99% of the outstanding common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s common warrants up to 9.99% of the number of shares of our Common Stockcommon stock outstanding immediately after giving effect to the exercise, as of July 11, 2023, unless otherwise indicated below.
Beneficialsuch percentage ownership is determined in accordance with the rulesterms of the SEC. These rulescommon warrants.
Cashless Exercise
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If, at the time a holder exercises its common warrants, a registration statement registering the issuance of the shares of common stock underlying the common warrants under the Securities Act is not then effective or available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of common stock determined according to a formula set forth in the common warrant.
Fundamental Transactions
In the event of a fundamental transaction, as described in the form of common warrant, and generally attributeincluding any reorganization, recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any person or group becoming the beneficial ownershipowner of 50% of the voting power represented by our outstanding common stock, the holders of the common warrants will be entitled to receive upon exercise of the common warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the common warrants immediately prior to persons who possess solesuch fundamental transaction, other than one in which a successor entity that is a publicly traded corporation (whose stock is quoted or shared voting powerlisted for trading on a national securities exchange, including, but not limited to, the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market or investment powerthe Nasdaq Capital Market) assumes the common warrant such that the warrant shall be exercisable for the publicly traded common stock of such successor entity.
Transferability
Subject to applicable laws, a common warrant may be transferred at the option of the holder upon surrender of the common warrant to us together with respect to those securities and includethe appropriate instruments of transfer.
Fractional Shares
No fractional shares of Common Stock issuablecommon stock will be issued upon the exercise of stock options that are immediately exercisable or exercisable and vesting restricted stock units (RSU) within 60 days after July 11, 2023 but excludes unvested stock options. Except as otherwise indicated, all of the shares reflected in the table are shares of Common Stock and all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws. The information is not necessarily indicative of beneficial ownership for any other purpose.
In computingcommon warrants. Rather, the number of shares of Common Stock beneficially ownedcommon stock to be issued will, at the Company's election, either be rounded up to the next whole share or we will pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by a person and the percentage ownership of that person, we deemed outstanding shares of Common Stock subject to options or RSUs held by that person that are currently exercisable or exercisable within 60 days of July 11, 2023. We did not deem these shares outstanding, however,exercise price.
Trading Market
There is no established trading market for the purposecommon warrants, and we do not expect an active trading market to develop. We do not intend to apply to list the common warrants on any securities exchange or other trading market. Without a trading market, the liquidity of computing the percentage ownership of any other person.common warrants will be extremely limited.
Percentage ownership calculations for beneficial ownership for each person or entity are based on 7,544,231 shares outstandingRight as of July 11, 2023. a Stockholder
Except as otherwise indicatedprovided in the table below, addressescommon warrants or by virtue of named beneficial owners are in carethe holder’s ownership of Aptevo Therapeutics Inc., 2401 4th Avenue, Suite 1050, Seattle, Washington 98121.
Beneficial Ownership Table
|
| Beneficial Ownership (1) | ||||
Name of Beneficial Owners |
| Number of Shares |
|
| Percent of Total | |
Marvin L. White (Officer & Director) (2) |
|
| 135,128 |
|
| 1.8% |
Jeffrey G. Lamothe (Officer) (3) |
|
| 71,822 |
|
| 1.0% |
SoYoung Kwon (Officer) (4) |
|
| 31,375 |
|
| * |
Daniel J. Abdun-Nabi (Director) (5) |
|
| 16,972 |
|
| * |
John E. Niederhuber, M.D. (Director) (6) |
|
| 14,315 |
|
| * |
Zsolt Harsanyi, Ph.D. (Director) (7) |
|
| 17,108 |
|
| * |
Grady Grant, III (Director) (8) |
|
| 13,513 |
|
| * |
Barbara Lopez Kunz (Director) (9) |
|
| 13,513 |
|
| * |
All executive officers and directors as a group (9 persons) (10) |
|
| 337,230 |
|
| 4.2% |
_____________________________
* Less than one percent.
Waivers and 13-F. Unless otherwise indicated inAmendments
The common warrant may be modified or amended or the footnotes to this tableprovisions of the common warrant waived with our and the holder’s written consent.
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Pre-funded Warrants
General
The following summary of certain terms and provisions of the pre-funded warrants that are being offered hereby is not complete and is subject to, community property laws where applicable,and qualified in its entirety by, the Company believes that eachprovisions of the stockholders named in this table has sole voting and investment power with respectpre-funded warrant, the form of which will be filed as an exhibit to the shares indicated as beneficially owned. Applicable percentages are based on 7,544,231 shares outstanding on July 11, 2023, adjusted as required by rules promulgated byregistration statement of which this prospectus forms a part. Prospective investors should carefully review the SEC. Each person is deemed to beterms and provisions of the beneficial ownerform of shares which may be acquired within sixty dayspre-funded warrant for a complete description of July 11, 2023 through the exercise of options, warrants, and other rights, if any.
PLAN OF DISTRIBUTION
A.G.P. has agreed to act as our Placement Agent in connection with this offering subject to the terms and conditions of the pre-funded warrants.
Duration, Exercise Price and Form
Each pre-funded warrant offered hereby will have an initial exercise price per share of common stock equal to $0.0001. The pre-funded warrants will be immediately exercisable and will expire when exercised in full. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of share dividends, share splits, reorganizations or similar events affecting our shares of common stock and the exercise price. Subject to the rules and regulations of the applicable trading market, we may at any time during the term of the pre-funded warrant, subject to the prior written consent of the holders, reduce the then current exercise price to any amount and for any period of time deemed appropriate by our board of directors. The pre-funded warrants will be issued in certificated form only.
Exercisability
The pre-funded warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the pre-funded warrant to the extent that the holder would own more than 4.99% of the outstanding shares of common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of beneficial ownership of outstanding shares after exercising the holder’s pre-funded warrants up to 9.99% of the number of our shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the pre-funded warrants. Purchasers of pre-funded warrants in this offering may also elect prior to the issuance of the pre-funded warrants to have the initial exercise limitation set at 9.99% of our outstanding shares of common stock.
Cashless Exercise
If, at the time a holder exercises its pre-funded warrants, a registration statement registering the issuance of the shares of common stock underlying the pre-funded warrants under the Securities Act is not then effective or available, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of common stock determined according to a formula set forth in the pre-funded warrants.
Fractional Shares
No fractional shares of common stock will be issued upon the exercise of the pre-funded warrants. Rather, the number of shares of common stock to be issued will be, at the Company's election, either rounded up to the next whole share or we will pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price.
Transferability
Subject to applicable laws, a pre-funded warrant may be transferred at the option of the holder upon surrender of the pre-funded warrants to us together with the appropriate instruments of transfer.
Trading Market
There is no trading market available for the pre-funded warrants on any securities exchange or nationally recognized trading system, and we do not expect a trading market to develop. We do not intend to list the pre-funded warrants on any securities exchange or nationally recognized trading market. Without a trading market, the liquidity of the pre-funded warrants will be extremely limited. The shares of common stock issuable upon exercise of the pre-funded warrants are currently traded on the Nasdaq Capital Market.
21
Right as a Shareholder
Except as otherwise provided in the pre-funded warrants or by virtue of such holder’s ownership of shares of common stock, the holders of the pre-funded warrants do not have the rights or privileges of holders of our shares of common stock, including any voting rights, until they exercise their pre-funded warrants. The pre-funded warrants will provide that the holders of the pre-funded warrants have the right to participate in distributions or dividends paid on our shares of common stock.
Fundamental Transaction
In the event of a fundamental transaction, as described in the pre-funded warrants and generally including any reorganization, recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding common stock, the holders of the pre-funded warrants will be entitled to receive upon exercise of the pre-funded warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the pre-funded warrants immediately prior to such fundamental transaction, other than one in which a successor entity that is a publicly traded corporation (whose stock is quoted or listed for trading on a national securities exchange, including, but not limited to, the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market) assumes the common warrant such that the warrant shall be exercisable for the publicly traded common stock of such successor entity.
Waivers and Amendments
The pre-funded warrant may be modified or amended or the provisions of the pre-funded warrant waived with our and the holder’s written consent.
22
PLAN OF DISTRIBUTION
We engaged Roth Capital Partners, LLC (“Roth” or the “placement agent”), to act as our exclusive placement agency agreement dated , 2023. The Placement Agentagent to solicit offers to purchase the securities offered by this prospectus on a reasonable best efforts basis. Roth is not purchasing or selling any of the securities, offered by this prospectus, nor is itare they required to arrange for the purchase orand sale of any specific number or dollar amount of securities, but it has agreedother than to use its reasonabletheir “reasonable best effortsefforts” to arrange for the sale of all of the securities offered hereby. Weby us. Therefore, we may not sell the entire amount of securities offered pursuantbeing offered. There is no minimum amount of proceeds that is a condition to closing of this prospectus.offering. The placement agent does not guarantee that it will be able to raise new capital in this offering. The terms of this offering were subject to market conditions and negotiations between us and prospective investors in consultation with the placement agent. The placement agent will have no authority to bind us. This offering will terminate no later than April 20, 2024, unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will have one closing for all the securities purchased in this offering. The combined public offering price per share (or pre-funded warrant) and accompanying common warrant will be fixed for the duration of this offering. Roth may engage one or more sub-placement agents or selected dealers to assist with the offering.
We will enter into a securities purchase agreement directly with certain purchasers,the institutional investors, at the purchaser’sinvestor’s option, who purchase our securities in this offering. PurchasersInvestors who do not enter into a securities purchase agreement shall rely solely on this prospectus in connection with the purchase of our securities in this offering.
WePlacement Agent Fees and Expenses
The following table shows the per share and accompanying common warrants, and per pre-funded and accompanying common warrants, and total placement agent fees we will deliverpay in connection with the securities being issued to purchasers upon receipt of purchaser funds for the purchasesale of the securities offered pursuant toin this prospectus. We will deliver the securities being offered pursuant to this prospectus upon closing.
This offering will be completed no later than two business days following the commencement of this offering and the delivery of such securities will be made upon receipt of investor funds received by the Company. We expect to deliver the securities being offered pursuant to this prospectus on or about , 2023.
We have agreed to indemnify the Placement Agent and specified other persons against specified liabilities, including liabilities under the Securities Act, and to contribute to payments the Placement Agent may be required to make in respect thereof.
Fees and Expenses
This offering is being conducted on a “reasonable best efforts” basis and the Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay the placement agent fees set forth in the table below (assuming the purchase of all of the securities we are offering).offering.
|
| Per Share and Common Warrant |
| Per Pre-Funded Warrant and Common Warrant |
| Total |
Public offering price |
| $ |
| $ |
| $ |
Placement Agent fees(1) |
| $ |
| $ |
| $ |
Proceeds to us, before expenses |
| $ |
| $ |
| $ |
We have agreed to pay to the Placement Agentplacement agent a cash fee equal to 7.0%7% of the aggregate gross proceeds raised in this offering subject to a partial adjustment in the event certain investors participate. Because there is no minimum offering amount required as a condition to closing in this offering, the actual aggregate cash placement fee, if any, is not presently determinable and may be substantially less than the maximum amount set forth above.
We estimate that the total expenses of the offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding placement agent fees, will be approximately $186,000, all of which are payable by us. This figure includes the placement agent’s accountable expenses, including, but not limited to, legal fees for placement agent’s legal counsel, that we have agreed to pay at the closing of the offering up to an aggregate expense reimbursement of $100,000.
Tail
In the event this offering does not close we have also agreed to pay the Placement Agent a tail fee equal to the cash compensation in this offering, subject to certain exceptions, if any investor, who the Placement Agent conducted discussions with on behalf of the Company during the 90 days following its engagement, or if any of the separately agreed upon investors, provides us with capital in any offering of the Company’s securities during the six month period following expiration or termination of our engagement of the Placement Agent.
Other Relationships
23
The placement agent may, from time to time, engage in transactions with or perform services for us in the ordinary course of its business and may continue to receive compensation from us for thissuch services.
Determination of Offering Price
The combined public offering excludingprice per share and common warrants and the combined public offering price per pre-funded warrant and common warrants we are offering and the exercise prices and other terms of the warrants were negotiated between us and the investors, in consultation with the placement agent feesbased on the trading of our common stock prior to this offering, among other things. Other factors considered in determining the public offering prices of the securities we are offering and expenses,the exercise prices and other terms of the warrants include the history and prospects of our company, the stage of development of our business, our business plans for the future and the extent to which they have been implemented, an assessment of our management, general conditions of the securities markets at the time of the offering and such other factors as were deemed relevant.
Lock-Up Agreements
Each of our officers and directors have agreed to be subject to a lock-up period of 90 days following the date of this prospectus. This means that, during the applicable lock-up period, they may not offer for sale, contract to sell, or sell any shares of our common stock or any securities convertible into, or exercisable or exchangeable for, shares of our common stock subject to certain customary exceptions. In addition, we have agreed to not issue any shares of common stock or securities exercisable or convertible into shares of common stock for a period of 60 days following the closing date of this offering, subject to certain exceptions, or enter into an agreement to issue securities at a future determined price, for a period of 90 days following the closing date of this offering.
Transfer Agent and Registrar
Broadridge Financial Solutions, Inc. is the transfer agent and registrar for our common stock, which can be contacted at 51 Mercedes Way, Edgewood, NY 11717, shareholder@broadridge.com, or +1 (720) 378-5591.
The Nasdaq Capital Market Listing
Our common stock is currently listed on the Nasdaq Stock Market LLC under the symbol “APVO.” On March 15, 2024, the reported closing price per share of our common stock was $5.42. The final public offering price will be approximately $ .determined between us, the placement agent and the investors in the offering, and may be at a discount to the current market price of our common stock. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final public offering price. There is no established public trading market for the common warrants or pre-funded warrants, and we do not expect such markets to develop. In addition, we do not intend to apply for a listing of the common warrants or pre-funded warrants on any national securities exchange or other nationally recognized trading system.
Indemnification
We have agreed to indemnify the placement agent against certain liabilities, including certain liabilities arising under the Securities Act, or to contribute to payments that the placement agent may be required to make for these liabilities.
Regulation M
The Placement Agentplacement agent may be deemed to be an underwriter within the meaning of Section 2(a)(ii)(11) of the Securities Act.Act and any commissionsfees received by it and any profit realized on the resalesale of the securities sold by it while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. As an underwriter, the Placement Agent wouldThe placement agent will be required to comply with the requirements of the Securities Act and the Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, Rule 4l5(a)(4) under the Securities Act and Rule 10b-5 and Regulation M under the
Exchange Act. These rules and regulations may limit the timing of purchases and sales of our securities by the Placement Agent acting as principal.placement agent. Under these rules and regulations, the Placement Agent:
24
and
Lock-Up Agreements
Electronic Distribution
Our directors and executive officers have agreed to enter lock-up agreements. Under these agreements, these individuals have agreed, subject to specified exceptions, not to sell or transfer any shares of Common Stock or securities convertible into, or exchangeable or exercisable for, our shares of Common Stock during a period ending 90 days after the date of this
A prospectus without first obtaining the written consent of the Placement Agent, subject to certain exceptions. Specifically, these individuals have agreed, in part, not to:
Notwithstanding these limitations, our securitieselectronic format may be transferred under limited circumstances, including, without limitation,made available on a website maintained by gift, will or intestate succession.
In addition, we have agreed that, subject to certain exceptions, (i) we will not conduct any issuances of our Common Stock for a period of 90 days following closing of this offering and that (ii) we will not enter into a variable rate transaction for a period of 180 days following the closing of this offering.
Determination of Offering Price
The public offering price of the securities we are offering was negotiated between usplacement agent and the investors,placement agent may distribute prospectuses electronically. Other than the prospectus in consultation withelectronic format, the Placement Agent basedinformation on the trading of our shares of Common Stock prior to the offering, among other things. Other factors considered in determining the public offering price of the securities we are offering include our history and prospects, the industry in which we operate, our past and present operating results, the stage of development of our business, our business plans for the future and the extent to which they have been implemented, the previous experience of our executive officers, general conditions of the securities markets at the time of the offering and such other factors as were deemed relevant.
Listing
Our Common Stock is listed on the Nasdaq under the symbol “APVO.” There is no established public trading market for the warrants or Pre-Funded Warrants, and we do not expect such a market to develop. We do not intend to apply to list the warrants or Pre-Funded Warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the warrants will be limited.
Discretionary Accounts
The Placement Agent does not intend to confirm sales of the securities offered hereby to any accounts over which it has discretionary authority.
Other Activities and Relationships
The Placement Agent and certain of its affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The Placement Agent and certain of its affiliates have, from time to time, performed, and may in the future perform, various commercial and investment banking and financial advisory services for us and our affiliates, for which they received or will receive customary fees and expenses.
In addition, in the ordinary course of their various business activities, the Placement Agent and certain of its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the· accounts of their customers, and such investment and securities activities may involve securities and/or instruments issued by us and our affiliates. If the Placement Agent or its affiliates enter into a lending relationship with us, they will routinely hedge their credit exposure to us consistent with their customary risk management policies. The Placement Agent and its affiliates may hedge such exposure by entering into transactions that consist of either the purchase of credit default swaps or the creation of short positions in our securities or the securities of our affiliates, including potentially the Common Stock offered hereby. Any such short positions could adversely affect future trading prices of the Common Stock offered hereby. The Placement Agent and certain of its affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
LEGAL MATTERS
The validity of the securities being offered by this prospectus will be passed upon by Paul Hastings LLP, Washington, DC. The Placement Agent is being represented in connection with this offering by Sullivan & Worcester LLP, New York, New York. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in an applicable prospectus supplement.
EXPERTS
Our consolidated financial statements as of December 31, 2022 and 2021, and for the years then ended, incorporated in this prospectus by reference and included in our Annual Report on Form 10-K for the year ended December 31, 2022, have been audited by Moss Adams LLP, an independent registered public accounting firm, as set forth in their report therein. Such consolidated financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-1 under the Securities Act that registers the securities offered under this prospectus. The registration statement, including the attached exhibits and schedules, contains additional relevant information about us and the securities. The rules and regulations of the SEC allow us to omit from this prospectus certain information included in the registration statement.
We are subject to the informational requirements of the Securities Exchange Act and are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. Any information we file with the SEC, including the documents incorporated by reference into this prospectus, is also available on the SEC’s website at www.sec.gov. We also make these documents publicly available, free of charge, on our website at www.aptevotherapeutics.com as soon as reasonably practicable after filing such documents with the SEC. The information contained in, or that can be accessed through, our websitewebsites is not part of this prospectus.prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the placement agent and should not be relied upon by investors.
25
INCORPORATION OF CERTAIN DOCUMENTSINFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents instead of having to repeat the information in this prospectus. The information incorporated by reference is considered to be part of this prospectus, and because we are a smaller reporting company, later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings (including those made after the initial filing of the registration statement of which this prospectus is a part and prior to the effectiveness of such registration statement) we will make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act until the termination of the offering of the shares covered by this prospectus (other than information furnished under Item 2.02 or Item 7.01 of Form 8-K):
As a smaller reporting company, we also are incorporating by reference any future information filed (rather than furnished) by us with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of the initial filing of the registration statement of which this prospectus is a part and before the effective date of the registration statement and after the date of this prospectus until the termination of the offering. Any statements contained in a previously filed document incorporated by reference into this prospectus is deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus, or in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement.
We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, at no cost, upon written or oral request, a copy of any or all of the reports or documents that have been incorporated by reference in the prospectus contained in the registration statement but not delivered with the prospectus. You should direct requests for documents to:
Aptevo Therapeutics Inc.
2401 4th Avenue, Suite 1050
Seattle, WA 98121
Attn: General Counsel
(206) 838-0500
This prospectus is part of a registration statement we filed with the SEC. That registration statement and the exhibits filed along with the registration statement contain more information about us and the shares in this offering. Because information about documents referred to in this prospectus is not always complete, you should read the full documents which are filed as exhibits to the registration statement. You may read and copy the full registration statement and its exhibits at the SEC’s website.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference into this prospectus. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should assume that the information contained in this prospectus, or any document incorporated by reference in this prospectus, is accurate only as of the date of those respective documents, regardless of the time of delivery of this prospectus or any sale of our securities.
26
We are subject to the informational requirements of the Exchange Act and in accordance therewith we file annual, quarterly, and other reports, proxy statements and other information with the Commission under the Exchange Act. Such reports, proxy statements and other information, including the Registration Statement, and exhibits and schedules thereto, are available to the public through the Commission’s website at www.sec.gov.
We make available free of charge on or through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with or otherwise furnish it to the Commission. The registration statement and the documents referred to under “Incorporation of Certain Information by Reference” are also available on our website, https://aptevotherapeutics.gcs-web.com/financial-reports/sec-filings.
We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this prospectus.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for us by Paul Hastings LLP, Washington, DC. The placement agent is being represented by Ellenoff Grossman & Schole LLP, New York, NY.
EXPERTS
Our consolidated financial statements as of December 31, 2023 and 2022, and for the years then ended, incorporated in this prospectus by reference and included in our Annual Report on Form 10-K for the year ended December 31, 2023, have been audited by Moss Adams LLP, an independent registered public accounting firm, as stated in their report (which report expresses an unqualified opinion and includes an explanatory paragraph related to a going concern uncertainty), which is incorporated herein by reference. Such consolidated financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.
27
Up to 7,692,308 Shares of Common Stock or Common Stock Underlying Pre-Funded Warrants
Common Warrants to purchase up to 7,692,308922,509 Shares of Common Stock
Up to 922,509 Pre-Funded Warrants to purchasePurchase up to 7,692,308922,509 Shares of Common Stock
Up to 7,692,3081,845,018 Common Warrants to Purchase up to 1,845,018 Shares of Common Stock Underlying
Up to 2,767,527 Shares of Common Stock underlying the Pre-Funded Warrants and Common Warrants
PRELIMINARY PROSPECTUS
Sole Placement Agent
A.G.P.
, 2023Roth Capital Partners
The date of this prospectus is , 2024.
28
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distributions
The following table sets forthindicates the costs and expenses payable by Aptevo Therapeutics Inc. (the “Company”)to be incurred in connection with the offering described in this registration statement, other than underwriting discounts and salecommissions, all of the Common Stock being registered.which will be paid by us. All amounts shown are estimates,estimated except the Securities and Exchange Commission (the “SEC”) registration fee and the FINRA filing fee.
SEC registration fee |
| $ | 2,645 |
|
| $ | 2,214 |
|
FINRA filing fee |
| $ | 2,300 |
|
| $ | 4,100 |
|
Accounting fees and expenses |
| $ | 60,000 |
|
| $ | 75,000 |
|
Legal fees and expenses |
| $ | 100,000 |
|
| $ | 100,000 |
|
Miscellaneous |
| $ | 5,000 |
|
| $ | 5,000 |
|
Total |
| $ | 169,945 |
|
| $ | 186,314 |
|
Item 14. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the “DGCL”), authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act of 1933, as amended (the “Securities Act”).
The registrant’s certificate of incorporation and bylaws each provide for indemnification of the registrant’s directors, officers, employees and other agents to the maximum extent permitted by the DGCL.
The registrant has entered into indemnification agreements with its directors and officers whereby it has agreed to indemnify its directors and officers to the fullest extent permitted by law, including indemnification against expenses and liabilities incurred in legal proceedings to which the director or officer was, or is threatened to be made, a party by reason of the fact that such director or officer is or was a director, officer, employee or agent of the registrant, provided that such director or officer acted in good faith and in a manner that the director or officer reasonably believed to be in, or not opposed to, the best interest of the registrant. At present, there is no pending litigation or proceeding involving a director or officer of the registrant regarding which indemnification is sought, nor is the registrant aware of any threatened litigation that may result in claims for indemnification.
The registrant maintains insurance policies that indemnify its directors and officers against various liabilities arising under the Securities Act and the Exchange Act of 1934, as amended, that might be incurred by any director or officer in his or her capacity as such.
Item 15. Recent Sales of Unregistered Securities
Not applicable.We did not sell any unregistered securities during the year ended December 31, 2023.
Item 16. Exhibits and Financial Statement Schedules
(a)Exhibits
29
Exhibit Index
Exhibit Number |
| Description | Form | Exhibit | Filing Date | File No. | Filed Herewith |
| Description | Form | Exhibit | Filing Date | File No. | Filed Herewith |
1.1 |
|
| X | |||||||||||
|
|
|
|
| ||||||||||
2.1 |
| 8-K | 2.1 | August 2, 2016 | 001-37746 |
|
| 8-K | 2.1 | August 2, 2016 | 001-37746 |
| ||
|
|
|
|
|
|
| ||||||||
+2.2 |
| 8-K | 2.2 | August 2, 2016 | 001-37746 |
|
| 8-K | 2.2 | August 2, 2016 | 001-37746 |
| ||
|
|
|
|
|
|
| ||||||||
†+2.3 |
| 10-Q | 2.1 | November 13, 2017 | 001-37746 |
|
| 10-Q | 2.1 | November 13, 2017 | 001-37746 |
| ||
|
|
|
|
|
|
| ||||||||
+2.4 |
| 8-K | 2.1 | March 2, 2020 | 001-37746 |
|
| 8-K | 2.1 | March 2, 2020 | 001-37746 |
| ||
|
|
|
|
|
|
| ||||||||
3.1 |
| Amended and Restated Certificate of Incorporation of Aptevo Therapeutics Inc. | 8-K | 3.1 | August 2, 2016 | 001-37746 |
|
| Amended and Restated Certificate of Incorporation of Aptevo Therapeutics Inc. | 8-K | 3.1 | August 2, 2016 | 001-37746 |
|
|
|
| ||||||||||||
3.2 |
| Amended and Restated By-laws of the Company, as amended and restated on November 8, 2022. | 10-Q | 3.1 | November 10, 2022 | 001-37746 |
|
| Amended and Restated By-laws of the Company, as amended and restated on November 8, 2022. | 10-Q | 3.1 | November 10, 2022 | 001-37746 |
|
|
|
|
|
|
|
|
|
| ||||||
3.3 |
| 8-K | 3.1 | March 27, 2020 | 001-37746 |
|
| 8-K | 3.1 | March 27, 2020 | 001-37746 |
| ||
|
|
|
|
|
|
|
|
| ||||||
3.4 |
| 8-K | 3.1 | November 9, 2020 | 001-37746 |
|
| 8-K | 3.1 | November 9, 2020 | 001-37746 |
| ||
|
|
|
|
|
|
|
|
| ||||||
3.5 |
| 10-Q | 3.1 | November 10, 2022 | 001-37746 |
|
| 10-Q | 3.1 | November 10, 2022 | 001-37746 |
| ||
|
|
| ||||||||||||
4.1 |
| 10 | 4.1 | June 29, 2016 | 001-37746 |
|
| 10 | 4.1 | June 29, 2016 | 001-37746 |
| ||
|
|
| ||||||||||||
4.2 |
| 8-K | 4 | August 2, 2016 | 001-37746 |
|
| 8-K | 4 | August 2, 2016 | 001-37746 |
| ||
|
|
| ||||||||||||
4.3 |
| 8-K | 10.2 | December 24, 2018 | 001-37746 |
|
| 8-K | 10.2 | December 24, 2018 | 001-37746 |
| ||
|
|
| ||||||||||||
4.4 |
| 8-K | 4.1 | November 9, 2020 | 001-37746 |
|
| 8-K | 4.1 | November 9, 2020 | 001-37746 |
| ||
|
|
|
|
|
|
|
|
| ||||||
4.5 |
| 8-K | 4.1 | November 5, 2021 | 001-37746 |
|
| 8-K | 4.1 | November 5, 2021 | 001-37746 |
| ||
|
|
|
|
|
|
|
|
| ||||||
4.6 |
| 8-K | 4.1 | November 4, 2022 | 001-37746 |
|
| 8-K | 4.1 | November 4, 2022 | 001-37746 |
| ||
|
|
|
|
|
|
|
|
| ||||||
4.7 |
|
| 4.5 | March 31, 2021 | 001-37746 |
|
| 8-K | 4.1 | November 3, 2023 | 001-37746 |
| ||
|
|
|
|
|
|
|
|
| ||||||
4.8 |
| 10-K | 4.7 | March 24, 2022 | 001-37746 |
|
|
| 4.5 | March 31, 2021 | 001-37746 |
| ||
|
|
|
|
|
|
|
| |||||||
4.9 |
|
|
|
| X |
| 10-K | 4.7 | March 24, 2022 | 001-37746 |
| |||
|
|
|
|
|
|
| ||||||||
4.10 |
|
| X |
| S-1/A | 4.9 | July 14, 2023 | 333-37746 |
| |||||
|
|
|
|
|
|
| ||||||||
5.1 |
|
| X | |||||||||||
4.11 |
| S-1/A | 4.10 | July 14, 2023 | 333-37746 |
| ||||||||
|
|
|
|
|
|
30
10.1 |
| 8-K | 10.2 | August 2, 2016 | 001-37746 |
| |
|
|
|
|
|
|
|
|
10.2 |
| 8-K | 10.3 | August 2, 2016 | 001-37746 |
| |
|
|
|
|
|
|
|
|
10.3 |
| 8-K | 10.8 | August 2, 2016 | 001-37746 |
| |
|
|
|
|
|
|
|
|
C 10.4 |
| Aptevo Therapeutics Inc. Amended and Restated 2016 Stock Incentive Plan. | 10-Q | 4.1 | August 10, 2017 | 001-37746 |
|
|
|
|
|
|
|
|
|
C 10.5 |
| Aptevo Therapeutics Inc. Converted Equity Awards Incentive Plan | 8-K | 10.10 | August 2, 2016 | 001-37746 |
|
|
|
|
|
|
|
|
|
C 10.6 |
| Aptevo Therapeutics Inc. Amended and Restated Senior Management Severance Plan | 10-K | 10.6 | March 24, 2022 | 001-37746 |
|
|
|
|
|
|
|
|
|
C 10.7 |
| Form of Indemnity Agreement for directors and senior officers | 10 | 10.9 | April 15, 2016 | 001-37746 |
|
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10.8 |
| 10 | 10.12 | April 15, 2016 | 001-37746 |
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10.9 |
| 10 | 10.13 | April 15, 2016 | 001-37746 |
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10.10 |
| 10 | 10.14 | April 15, 2016 | 001-37746 |
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10.11 |
| 10 | 10.15 | April 15, 2016 | 001-37746 |
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10.12 |
| 10 | 10.16 | April 15, 2016 | 001-37746 |
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10.13 |
| 10 | 10.17 | April 15, 2016 | 001-37746 |
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10.14 |
| 10 | 10.18 | April 15, 2016 | 001-37746 |
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10.15 |
| Seventh Amendment to Seattle Office Lease, dated December 5, 2014 | 10 | 10.19 | April 15, 2016 | 001-37746 |
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†10.16 |
| 10 | 10.20 | June 29, 2016 | 001-37746 |
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†10.17 |
| First Amendment to MorphoSys Collaboration Agreement, dated June 19, 2015 | 10 | 10.21 | April 15, 2016 | 001-37746 |
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†10.18 |
| Second Amendment to MorphoSys Collaboration Agreement, dated December 7, 2015 | 10 | 10.22 | April 15, 2016 | 001-37746 |
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10.19 |
| Third Amendment to MorphoSys Collaboration Agreement, dated December 12, 2016 | 8-K | 10.1 | December 15, 2016 | 001-37746 |
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10.20 |
| Fourth Amendment MorphoSys Collaboration Agreement, dated June 19, 2017. | 10 | 10.3 | August 10, 2017 | 001-37746 |
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10.21 |
| 8-K | 1.1 | November 9, 2017 | 001-37746 |
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10.22 |
| 10-Q | 10.2 | November 13, 2017 | 001-37746 |
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10.23 |
| 10-K | 10.38 | March 13, 2018 | 001-37746 |
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10.24 |
| Third Amendment to Credit and Security Agreement dated August 30, 2022. | 10-Q | 3.1 | November 10, 2022 | 001-37746 |
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10.25 |
| 10-Q | 10.1 | August 9, 2018 | 001-37746 |
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10.26 |
| Aptevo Therapeutics Inc. Non-Statutory Stock Option Agreement. | 10-Q | 10.2 | August 9, 2018 | 001-37746 |
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10.27 |
| 8-K | 10.1 | March 22, 2019 | 001-37746 |
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10.28 |
| 10-K | 10.3 | August 11, 2022 | 001-37746 |
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10.29 |
| 10-Q | 10.1 | August 9, 2019 | 001-37746 |
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10.30 |
| 10-Q | 10.1 | August 14, 2020 | 001-37746 |
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10.31 |
| 10-Q | 10.2 | August 14, 2020 | 001-37746 |
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10.32 |
| 10-Q | 10.3 | August 14, 2020 | 001-37746 |
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10.33 |
| 8-K | 10.4 | August 14, 2020 | 001-37746 |
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10.34 |
| 10-Q | 10.5 | August 14, 2020 | 001-37746 |
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10.35 |
| 10-Q | 10.1 | November 10, 2019 | 001-37746 |
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10.36 |
| 8-K | 1.1 | December 14, 2020 | 001-37746 |
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10.37 |
| 10-Q | 10.1 | May 11, 2021 | 001-37746 |
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10.38 |
| 10-Q | 10.1 | August 11, 2022 | 001-37746 |
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10.39 |
| First Amendment to Credit and Security Agreement dated March 30, 2021. | 10-Q | 10.2 | May 11, 2021 | 001-37746 |
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10.40 |
| Limited Consent and Second Amendment to Credit and Security Agreement dated June 7, 2022. | 10-Q | 10.2 | August 11, 2022 | 001-37746 |
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10.41 |
| Third Amendment to Credit and Security Agreement dated August 30, 2022. |
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10.42 |
| 10-Q | 10.3 | November 12, 2021 | 001-37746 |
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10.43 |
| 10-Q | 10.4 | November 12, 2021 | 001-37746 |
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10.44 |
| Purchase Agreement, dated February 16, 2022, by and between the Company and Lincoln Park. | 8-K | 10.1 | February 17, 2022 | 001-37746 |
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10.45 |
| Registration Rights Agreement, dated February 16, 2022, by and between the Company and Lincoln Park. | 8-K | 10.2 | February 17, 2022 | 001-37746 |
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10.46 |
| 10-Q | 10.1 | May 11, 2023 | 001-37746 |
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10.47 |
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| X | |
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21.1 |
| 10-K | 21.1 | March 24, 2022 | 001-37746 |
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23.1 |
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| X | |
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23.2 |
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| X | |
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24.1 |
| S-1 |
| June 30, 2023 | 333-273067 |
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107 |
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| X |
4.12 |
| 8-K | 10.1 | February 17, 2022 | 333-37746 |
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4.13 |
| 8-K | 4.1 | November 9, 2023 | 333-37746 |
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4.14 |
| 8-K | 4.2 | November 9, 2023 | 333-37746 |
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4.15 |
| 8-K | 4.3 | November 9, 2023 | 333-37746 |
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4.16 |
| 8-K | 4.4 | November 9, 2023 | 333-37746 |
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4.17 |
| Form of Warrant Inducement Agreement, By and Between the Company and Each Holder | 8-K | 10.1 | November 9, 2023 | 333-37746 |
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4.18 |
| 8-K | 10.2 | November 9, 2023 | 333-37746 |
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4.19 |
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| X | |
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4.20 |
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| X | |
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4.21 |
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| X | |
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4.22 |
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| X | |
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5.1 |
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| X | |
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10.1 |
| 8-K | 10.2 | August 2, 2016 | 001-37746 |
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10.2 |
| 8-K | 10.3 | August 2, 2016 | 001-37746 |
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10.3 |
| 8-K | 10.8 | August 2, 2016 | 001-37746 |
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C 10.4 |
| Aptevo Therapeutics Inc. Amended and Restated 2016 Stock Incentive Plan. | 10-Q | 4.1 | August 10, 2017 | 001-37746 |
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C 10.5 |
| Aptevo Therapeutics Inc. Converted Equity Awards Incentive Plan | 8-K | 10.10 | August 2, 2016 | 001-37746 |
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C 10.6 |
| Aptevo Therapeutics Inc. Amended and Restated Senior Management Severance Plan | 10-K | 10.6 | March 24, 2022 | 001-37746 |
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C 10.7 |
| Form of Indemnity Agreement for directors and senior officers | 10 | 10.9 | April 15, 2016 | 001-37746 |
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10.8 |
| 10 | 10.12 | April 15, 2016 | 001-37746 |
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10.9 |
| 10 | 10.13 | April 15, 2016 | 001-37746 |
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10.10 |
| 10 | 10.14 | April 15, 2016 | 001-37746 |
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10.11 |
| 10 | 10.15 | April 15, 2016 | 001-37746 |
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10.12 |
| 10 | 10.16 | April 15, 2016 | 001-37746 |
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10.13 |
| 10 | 10.17 | April 15, 2016 | 001-37746 |
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10.14 |
| 10 | 10.18 | April 15, 2016 | 001-37746 |
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10.15 |
| Seventh Amendment to Seattle Office Lease, dated December 5, 2014 | 10 | 10.19 | April 15, 2016 | 001-37746 |
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†10.16 |
| 10 | 10.20 | June 29, 2016 | 001-37746 |
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31
†10.17 |
| First Amendment to MorphoSys Collaboration Agreement, dated June 19, 2015 | 10 | 10.21 | April 15, 2016 | 001-37746 |
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†10.18 |
| Second Amendment to MorphoSys Collaboration Agreement, dated December 7, 2015 | 10 | 10.22 | April 15, 2016 | 001-37746 |
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10.19 |
| Third Amendment to MorphoSys Collaboration Agreement, dated December 12, 2016 | 8-K | 10.1 | December 15, 2016 | 001-37746 |
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10.20 |
| Fourth Amendment MorphoSys Collaboration Agreement, dated June 19, 2017. | 10 | 10.3 | August 10, 2017 | 001-37746 |
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10.21 |
| 8-K | 1.1 | November 9, 2017 | 001-37746 |
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10.22 |
| 10-Q | 10.2 | November 13, 2017 | 001-37746 |
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10.23 |
| 10-K | 10.38 | March 13, 2018 | 001-37746 |
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10.24 |
| Third Amendment to Credit and Security Agreement dated August 30, 2022. | 10-Q | 3.1 | November 10, 2022 | 001-37746 |
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10.25 |
| 10-Q | 10.1 | August 9, 2018 | 001-37746 |
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10.26 |
| Aptevo Therapeutics Inc. Non-Statutory Stock Option Agreement. | 10-Q | 10.2 | August 9, 2018 | 001-37746 |
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10.27 |
| 8-K | 10.1 | March 22, 2019 | 001-37746 |
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10.28 |
| 10-K | 10.3 | August 11, 2022 | 001-37746 |
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10.29 |
| 10-Q | 10.1 | August 9, 2019 | 001-37746 |
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10.30 |
| 10-Q | 10.1 | August 14, 2020 | 001-37746 |
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10.31 |
| 10-Q | 10.2 | August 14, 2020 | 001-37746 |
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10.32 |
| 10-Q | 10.3 | August 14, 2020 | 001-37746 |
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10.33 |
| 8-K | 10.4 | August 14, 2020 | 001-37746 |
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32
10.34 |
| 10-Q | 10.5 | August 14, 2020 | 001-37746 |
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10.35 |
| 10-Q | 10.1 | November 10, 2019 | 001-37746 |
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10.36 |
| 8-K | 1.1 | December 14, 2020 | 001-37746 |
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10.37 |
| 10-Q | 10.1 | May 11, 2021 | 001-37746 |
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10.38 |
| 10-Q | 10.1 | August 11, 2022 | 001-37746 |
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10.39 |
| First Amendment to Credit and Security Agreement dated March 30, 2021. | 10-Q | 10.2 | May 11, 2021 | 001-37746 |
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10.40 |
| Limited Consent and Second Amendment to Credit and Security Agreement dated June 7, 2022. | 10-Q | 10.2 | August 11, 2022 | 001-37746 |
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10.41 |
| Third Amendment to Credit and Security Agreement dated August 30, 2022. |
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10.42 |
| 10-Q | 10.3 | November 12, 2021 | 001-37746 |
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10.43 |
| 10-Q | 10.4 | November 12, 2021 | 001-37746 |
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10.44 |
| Purchase Agreement, dated February 16, 2022, by and between the Company and Lincoln Park. | 8-K | 10.1 | February 17, 2022 | 001-37746 |
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10.45 |
| Registration Rights Agreement, dated February 16, 2022, by and between the Company and Lincoln Park. | 8-K | 10.2 | February 17, 2022 | 001-37746 |
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10.46 |
| 10-Q | 10.1 | May 11, 2023 | 001-37746 |
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10.47 |
| 10-Q | 10.5 | August 10, 2023 | 001-37746 |
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10.48 |
| 10-Q | 10.4 | August 10, 2023 | 001-37746 |
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10.49 |
| 10-Q | 10.3 | August 10, 2023 | 001-37746 |
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10.50 |
| 10-Q | 10.2 | August 10, 2023 | 001-37746 |
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10.51 |
| 10-Q | 10.1 | August 10, 2023 | 001-37746 |
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10.52 |
| 8-K | 10.2 | November 9, 2023 | 001-37746 |
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10.53 |
| Form of Warrant Inducement Agreement, by and between the Company and each Holder | 8-K | 10.1 | November 9, 2023 | 001-37746 |
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21.1 |
| 10-K | 21.1 | March 5, 2023 | 001-37746 |
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23.1 |
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| X | |
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23.2 |
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| X | |
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24.1 |
| Power of Attorney (included on signature page to this prospectus) |
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| X |
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33
25.1** |
| Statement of Eligibility of the | |||||
107 | X |
† | Confidential treatment granted from the |
|
|
+ | Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Aptevo will furnish copies of any such schedules to the |
* | To be filed by amendment or as an exhibit to a Current Report on Form 8-K and incorporated herein by reference, if applicable. |
(b)Financial Statement Schedules.
** | To be filed separately under electronic form type 305B2, if applicable. |
None.
Item 17. Undertakings
We
(1) undertakes:
(i)
Act;
the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
provided, however, that paragraphs (1)(i), (l)(1)(ii) and (l)(1)(iii) of this sectionabove do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SECSecurities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant to Rule 462(b) that is part of the registration statement.
(2)
(3)
(4)
Eachpurchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.
34
(5)
(6) That, for
thereof.
such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
35
(8) that:
(a) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(b) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Aptevo Therapeutics Inc.the registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Seattle, State of Washington, on the 14th day of July, 2023.March 20, 2024.
| ||||||||
Aptevo Therapeutics, Inc. | ||||||||
| ||||||||
Date: March 20, 2024 | By: |
| /s/Marvin L. White | |||||
|
| Marvin L. White | ||||||
|
| President and Chief Executive Officer |
SIGNATURESKNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marvin L. White, Daphne Taylor, and SoYoung Kwon and each of them, each with full power to act without the other, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any amendments to this registration statement, and to sign any registration statement for the same offering covered by this registration statement, including post-effective amendments or registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming that each of said such attorneys-in-fact and agents or his or her substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended this registration statementRegistration Statement has been signed by the following persons in the capacities indicatedand on the 14th day of July, 2023.dates indicated.
Signatures | Title | Date | ||||||
|
| |||||||
/s/Marvin L. White | President, Chief Executive Officer and Director | March 20, 2024 | ||||||
Marvin L. White | (Principal Executive Officer) | |||||||
| Senior Vice President and Chief Financial Officer | March 20, 2024 | ||||||
Daphne Taylor | (Principal Financial and Accounting Officer) | |||||||
| Chairman of the Board of Directors | March 20, 2024 | ||||||
John E. Niederhuber, M.D. | ||||||||
| Director | March 20, 2024 | ||||||
Daniel J. Abdun-Nabi | ||||||||
/s/Grady Grant, III | Director | March 20, 2024 | ||||||
Grady Grant, III | ||||||||
| Director |
| March 20, 2024 | |||||
Zsolt Harsanyi, Ph. D. | ||||||||
| Director |
| March 20, 2024 | |||||
Barbara Lopez Kunz | ||||||||
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| |||||||
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| |
| ||
|
36
31