Aptevo Therapeutics : Material Agreement - Form 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

APTEVO THERAPEUTICS INC.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

The information regarding the Purchase Agreements (as defined below) set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 8.01 Other Events.

On August 1, 2023, Aptevo Therapeutics Inc. (the "Company") priced a best efforts public offering (the "Offering") of: (i) 2,221,550 shares of its common stock, par value $0.001 per share ("Common Stock") and accompanying Series A common warrants ("Series A Common Warrants") to purchase 8,064,517 shares of Common stock and Series B common warrants ("Series B Common Warrants", and together with the Series A Common Warrants, the "Common Warrants") to purchase 8,064,517 shares of Common Stock, at a combined public offering price of $0.62 per share and accompanying Common Warrants and (ii) pre-funded warrants ("Pre-funded Warrants") to purchase 5,842,967 shares of Common Stock and accompanying Common Warrants at a combined public offering price of $0.619 per Pre-funded Warrant and accompanying Common Warrants, which is equal to the public offering price per share of Common Stock and accompanying Common Warrants less the $0.001 per share exercise price of each such Pre-funded Warrant.

The Common Warrants have an exercise price of $0.62 per share of Common Stock. The Series A Common Warrants are exercisable upon issuance and will expire five years from the date of issuance. The Series B Warrants are exercisable upon issuance and will expire eighteen months from the date of issuance. The exercise price of the Common Warrants is subject to adjustment for stock splits, reverse splits, and similar capital transactions as described in the Common Warrants.

Subject to certain ownership limitations described in the Pre-funded Warrants, the Pre-funded Warrants are immediately exercisable and may be exercised at a nominal consideration of $0.001 per share of Common Stock any time until all of the Pre-funded Warrants are exercised in full.

In connection with the Offering, the Company entered into a Placement Agent Agreement on August 1, 2023 with A.G.P./Alliance Global Partners (the "Placement Agent"), as the exclusive placement agent in connection with the Offering. As compensation to the Placement Agent, the Company paid the Placement Agent a cash fee of 7.0% of the aggregate gross proceeds raised in the Offering, and reimbursement of certain expenses.

In connection with the Offering, the Company entered into Securities Purchase Agreements (collectively, the "Purchase Agreements") with certain purchasers on August 1, 2023. The Purchase Agreements contain customary representations and warranties and agreements of the Company and the purchaser and customary indemnification rights and obligations of the parties.

The shares of Common Stock, the Common Warrants and the Pre-funded Warrants described above and the underlying shares of Common Stock were offered pursuant to the Registration Statement on Form S-1, as amended (File No. 333-273067), which was declared effective by the Securities and Exchange Commission on August 1, 2023.

The Company received net proceeds of approximately $4.6 million from the Offering, after deducting the estimated offering expenses payable by the Company, including the Placement Agent fees. The Company intends to use the net proceeds from the Offering for the continued clinical development of its product candidates and for working capital, and other general corporate purposes. The closing of the Offering occurred on August 4, 2023.

The foregoing summaries of the Placement Agent Agreement, Purchase Agreements, the Series A Warrant, the Series B Warrant and the Pre-funded Warrant do not purport to be complete and are subject to, and qualified in their entirety by, the forms of such documents attached as exhibits 4.1, 4.2, 4.3, 10.1 and 10.2 to this Current Report on Form 8-K, which are incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.