Aptevo Therapeutics Files Reasonable Best Efforts Public Offering Of Up To ~1.7M Shares And ~1.7M Pre-Funded Warrants With ~8.5M Common Warrants, Totaling Up To ~10.26M Shares At An Assumed Combined Public Offering Price Of $4.68 Per Share

Up to 1,709,401 Shares of Common Stock

Up to 1,709,401 Pre-Funded Warrants to Purchase up to 1,709,401 Shares of Common Stock

Up to 8,547,005 Common Warrants to Purchase up to 8,547,005 Shares of Common Stock

Up to 10,256,406 Shares of Common Stock underlying the Pre-Funded Warrants and Common Warrants

This is a reasonable best efforts public offering of up to 1,709,401 shares (the "Shares") of our common stock, par value $0.001 per share ("common stock") together with up to 8,547,005 common warrants to purchase an aggregate of up to 8,547,005 shares of common stock ("common warrant") at an assumed combined public offering price of $4.68 per share.

Each share of common stock is being offered together with five common warrants, each to purchase one share of common stock. The common warrants will be exercisable beginning on the effective date of such stockholder approval as may be required by the applicable rules and regulations of the Nasdaq Capital Market (or any successor entity) to permit the exercise of the common warrants ("Stockholder Approval") at an exercise price of $ per share and will expire five years from the date of Stockholder Approval.

If we are unable to obtain any required Stockholder Approval, the common warrants will not be exercisable and therefore have no value. The shares of common stock and common warrants will be separately issued.

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 common stock following the consummation of this offering in lieu of the shares of our common stock that would result in ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%). Each pre-funded warrant will be exercisable for one share of common stock at an exercise price of $0.0001 per share. Each pre-funded warrant is being offered together with the same Common Warrants, each to purchase one share of common stock described above being offered with each share of common stock. The purchase price of each pre-funded warrant will equal the combined public offering price per share of common stock and common warrants being sold in this offering, less the $0.0001 per share exercise price of each such pre-funded warrant. Each pre-funded warrant will be exercisable upon issuance and will expire when exercised in full. The pre-funded warrants and common warrants will be separately issued. For each pre-funded warrant that we sell, the number of shares of common stock that we are selling will be decreased on a one-for-one basis. This prospectus also covers the shares of common stock issuable from time to time upon the exercise of the pre-funded warrants and Common Warrants included alongside the common stock and pre-funded warrants offered hereby.

 

There is no established public trading market for the pre-funded warrants or common warrants, and we do not expect a market to develop. We do not intend to apply for listing of the pre-funded warrants or common 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 limited.