《「生物技術公司」Aptevo Therapeutics Inc.（APVO）美股招股說明書 S-1（2025-05-13版）（英文版）（45頁）.pdf》由會員分享，可在線閱讀，更多相關《「生物技術公司」Aptevo Therapeutics Inc.（APVO）美股招股說明書 S-1（2025-05-13版）（英文版）（45頁）.pdf（45頁珍藏版）》請在三個皮匠報告上搜索。

1、2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm1/45S-1 1 apvo-2025-s1_-_20250513.htm S-1As filed with the Securities and Exchange Commission on May 13,2025Registration No.333-UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON,D

2、.C.20549 FORM S-1REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 APTEVO THERAPEUTICS INC.(Exact name of registrant as specified in its charter)Delaware283481-1567056(State or Other Jurisdiction ofIncorporation or Organization)(Primary Standard Industrial Classification Code Number)(I.R.S.Emp

3、loyer Identification Number)2401 4th Avenue,Suite 1050Seattle,WA 98121(206)838-0500(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Marvin L.White President and Chief Executive OfficerAptevo Therapeutics Inc.2401 4th Avenue,Suite 1050Sea

4、ttle,WA 98121(206)838-0500(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Sean M.DonahuePaul Hastings LLP2050 M Street,NWWashington,DC 20036(202)551-1704SoYoung KwonSenior Vice President and General CounselAptevo Therapeutics Inc.2401 4th Aven

5、ue,Suite 1050Seattle,Washington,98121(206)838-0500 Approximate date of commencement of proposed sale to the public:From time to time after this Registration Statement becomes effective.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant

6、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 effecti

7、ve 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

8、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 lar

9、ge 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.Large accelerated f

10、iler Accelerated filerNon-accelerated filer Smaller reporting company Emerging growth companyIf 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 purs

11、uant 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 shall file a further amendment that specifically states that this registration statement shall thereafte

12、r become effective in accordance with Section 2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm2/45 2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm3/45 8(a)of the Securities

13、Act,or until this registration statement shall become effective on such date as the SEC,acting pursuant to said Section 8(a),may determine.2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm4/45 The information contained in this prospectus

14、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 is not soliciting an offer to buy these securities in any jurisdiction wher

15、e the offer or sale is not permitted.Subject to Completion,Dated May 13,2025PRELIMINARY PROSPECTUS Up to 3,529,420 Shares of Common Stock Issuable Upon the Exercise of Common WarrantsThis prospectus relates to the resale from time to time by certain selling stockholders named herein(the“Holders”)of

16、up to 3,529,420 shares of Common Stock,par value$0.001 per share(“Common Stock”),of Aptevo Therapeutics Inc.(“Company,”“us”or“we”),issuable upon exercise of certain common stock purchase warrants(the“Common Warrants”).The Common Warrants were issued in a private placement concurrently with the sale

17、by the Company of 1,764,710 shares(the“Shares”)of its Common Stock in a registered direct offering pursuant to that certain securities purchase agreement(the“Purchase Agreement”and collectively,the“April 2025 Offering”).The combined purchase price of one share of Common Stock and accompanying Common

18、 Warrants was$1.19.Such shares of Common Stock underlying the Common Warrants are collectively referred to herein as the“Resale Shares.”We are registering the Resale Shares on behalf of the Holders,to be offered and sold from time to time,to satisfy certain registration rights that we have granted t

19、o the Holders pursuant to the Purchase Agreement.The Holders may resell or dispose of the Resale Shares to or through underwriters,broker-dealers,agents,or through any other means described in the section of this prospectus entitled“Plan of Distribution.”The Holders will bear the costs of commission

20、s and discounts,if any,attributable to the sale or disposition of the Resale Shares.We will bear all costs,expenses and fees in connection with the registration of the Resale Shares.We will not receive any of the proceeds from the sale of the Resale Shares by the Holders.Our Common Stock is listed o

21、n the Nasdaq Capital Market under the symbol“APVO.”On May 12,2025,the last reported sale price of our Common Stock on the Nasdaq Capital Market was$0.34 per share.Investing in our securities involves a high degree of risk.You should review carefully the risks and uncertainties described under the he

22、ading“Risk Factors”on page 15 of this prospectus and under similar headings in the applicable prospectus supplement,any free writing prospectuses we have authorized for use in connection with a specific offering and in the documents incorporated by reference herein and therein.Neither the Securities

23、 and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.The date of this prospectus is ,2025.2025/5/14 15:08S-1https:/www.sec.gov/Arc

24、hives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm5/45 TABLE OF CONTENTS PageAbout this ProspectusiForward-Looking Statements1Prospectus Summary3The Offering7Description of Capital Stock8Risk Factors15Use of Proceeds17Selling Stockholders17Plan of Distribution19Legal Matters20Ex

25、perts20Where You Can Find More Information20Incorporation of Certain Information by Reference21 2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm6/45 iABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed

26、 with the Securities and Exchange Commission(the SEC)using a shelf registration process pursuant to Rule 415 under theSecurities Act of 1933,as amended(the“Securities Act”).Under this shelf registration process,the Holders may,from time to time,sell or otherwise dispose the securities described in t

27、his prospectus in one or more offerings.Wewill not receive any proceeds from the sale by such Holders of the securities offered by them described in thisprospectus.If information in this prospectus is inconsistent with any document incorporated by reference that was filed with the SEC before the dat

28、e of this prospectus,you should rely on this prospectus.This prospectus and the documents incorporated by reference include important information about us,the securities being offered and other information you should know before investing in our securities.You should also read and consider informati

29、on in the documents we have referred you to in the sections of this prospectus entitled“Where You Can Find Additional Information”and“Incorporation of Certain Information by Reference.”You should rely only on the information contained in,or incorporated by reference into,this prospectus(as supplemen

30、ted and amended),along with the information contained in any free writing prospectuses.We have not authorized anyone to provide you with different information.We take no responsibility for and can provide no assurances as to the reliability of,any other information that others may give you.The infor

31、mation contained in this prospectus(and in any supplement or amendment to this prospectus)or any related free writing prospectus,and the documents incorporated by reference herein and therein,are accurate only as of their respective dates,regardless of the time of delivery of this prospectus,any app

32、licable prospectus supplement or any related free writing prospectus,or any sale of a security.We urge you to read carefully this prospectus(as supplemented and amended),together with the information incorporated herein by reference as described under the heading“Incorporation of Certain Information

33、 by Reference”before deciding whether to invest in any of the Common Stock being offered.This prospectus contains summaries of certain provisions contained in some of the documents described herein,but reference is made to the actual documents for complete information.All of the summaries are qualif

34、ied in their entirety by the actual documents.Copies of some of the documents referred to herein have been filed,will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part,and you may obtain copies of those documents as described b

35、elow under the section entitled“Where You Can Find More Information.”We further note that the representations,warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus were made solely for the benefit of the

36、parties to such agreement,including,in some cases,for the purpose of allocating risk among the parties to such agreements,and should not be deemed to be a representation,warranty or covenant to you.Moreover,such representations,warranties or covenants were accurate only as of the date when made.Acco

37、rdingly,such representations,warranties and covenants should not be relied on as accurately representing the current state of our affairs.Except as otherwise indicated herein or as the context otherwise requires,references in this prospectus to“Aptevo,”“the Company,”“we,”“us,”“our”and similar refere

38、nces refer to Aptevo Therapeutics Inc.,a corporation organized under the laws of the State of Delaware,and its subsidiaries on a consolidated basis.We are not making any representation to any purchasers of the securities regarding the legality of an investment in the securities by such purchasers.Yo

39、u should not consider any information in this prospectus to be legal,business or tax advice.We urge you to consult with your own advisors as to legal,tax,business,financial and related aspects of an investment in our Common Stock.This prospectus and the information incorporated herein by reference i

40、nclude 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.2025/5/14 15:08S-1ht

41、tps:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm7/45 1FORWARD-LOOKING STATEMENTS This prospectus,the applicable prospectus supplement and any free writing prospectus,including the documents we incorporate by reference herein and therein,contain forward-look

42、ing statements within the meaning of the Private Securities Litigation Reform Act of 1995 and involve substantial risks and uncertainties.All statements other than statements of historical fact are forward-looking statements.These statements include,but are not limited to,statements regarding our in

43、tentions,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

44、 any 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 pote

45、ntial milestone payments,potential partnerships and collaborations,the advancement of our clinical and preclinical 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 e

46、ffectiveness 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,our expectation regarding our ability to maintain compliance with the Nasdaq listing sta

47、ndards,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,”“

48、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 performance

49、 and involve known and unknown risks,uncertainties and other factors that could cause our actual results,levels of activity,performance or results of operations to differ materially from those expressed or implied by these forward-looking statements.These statements reflect our views with respect to

50、 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 Reports on Form 10-Q which are incorporated by reference in

51、to this prospectus and the other cautionary statements made in this prospectus as being applicable to all related 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 tit

52、led“Risk Factors”in this prospectus,factors that may impact such forward-looking statements include:our ability to continue as a going concern;our failure to maintain compliance with the Nasdaq Capital Markets(Nasdaq)continued listing requirements;our plans to develop and commercialize our drug cand

53、idates;our ability to become profitable;our estimates regarding expenses,future revenue,capital requirements and needs for additional financing;our ability to maintain and establish collaborations or obtain additional funding;our ability to obtain regulatory approval of current and future drug candi

54、dates;our expectations regarding our ability to fund operating expenses and capital expenditure requirements with our existing cash and cash equivalents,and future expenses and expenditures;our ability to secure sufficient funding and alternative source of funding to support when needed and on terms

55、 favorable to us to support our business objective,product development,other operations or commercialization efforts;the success of our clinical development activities,clinical trials and research and development programs;2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/0000950170250

56、70551/apvo-2025-s1_-_20250513.htm8/45 2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm9/45 2 our ability to retain key employees,consultants and advisors;our ability to obtain,maintain,protect and enforce sufficient intellectual property

57、 rights for our candidates and technology;our anticipated strategies and our ability to manage our business operations effectively;the impact of legislative,regulatory or policy changes;the possibility that we may be adversely impacted by macroeconomic conditions,including the impact of inflation,co

58、st of capital and the impact from the changes in economic policies and regulations,such as trade policies and tariffs;andother risks and uncertainties,including those listed in the Risk Factors section of this prospectus and the documents incorporated by reference herein.These forward-looking statem

59、ents are only predictions and we may not actually achieve the plans,intentions or expectations disclosed in our forward-looking 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 expectati

60、ons disclosed in the forward-looking statements we make.We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our business,financial condition and operating results.We have included important facto

61、rs 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

62、ventures or investments we may make.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 any forward-looking statements whether as a result of new information,future events or o

63、therwise,except as required by applicable law.2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm10/45 PROSPECTUS SUMMARY This prospectus summary highlights information contained elsewhere in this prospectus.This summary does not contain al

64、l of the information that you should consider before deciding to invest in our securities.You should read this entire prospectus and the documents incorporated by reference herein carefully,including the section entitled“Risk Factors”in this prospectus and under Risk Factors in our most recent Annua

65、l Report on Form 10-K,along with our consolidated financial statements and notes to those consolidated financial statements and the other information incorporated by reference in this prospectus,before deciding to invest in our common stock.Business Overview We are a clinical-stage,research and deve

66、lopment 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 and have two clinical candidates and three pre

67、clinical candidates currently in development.Clinical candidate mipletamig is a CD3xCD123 T cell engager currently being clinically evaluated in the RAINIER trail,part one of a Phase 1b/2 program initiated in August 2024 for the treatment of frontline acute myelogenous leukemia(AML)in combination wi

68、th standard of care venetoclax+azacitidine.Clinical candidate ALG.APV-527 targets 4-1BB(co-stimulatory receptor)and 5T4(tumor antigen).The compound is designed to reactivate antigen-primed T cells to specifically kill tumor cells and is currently being evaluated for the treatment of multiple solid t

69、umor 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.We wholly own both platforms which enable us to efficiently desig

70、n and create new molecules,supporting our pipeline growth.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 platfor

71、ms,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 ca

72、ncer.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,

73、bispecific therapeutic molecules,which may have structural and functional advantages over monoclonal antibodies.We have also developed a preclinical candidate based on the ADAPTIR-FLEX platform which is advancing in our pipeline.The structural differences of ADAPTIR and ADAPTIR FLEX molecules over m

74、onoclonal antibodies allow for the development of immunotherapies 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 precl

75、inical and clinical development.Our StrategyWe seek to grow our business by,among other things:Advancing our lead clinical blood cancer candidate,mipletamig,through clinical development to evaluate its therapeutic potential alone and in combination with other therapies.Based on the positive results

76、from our Phase 1 dose escalation and dose expansion studies,we are conducting a dose optimization Phase 1b/2 trial,RAINIER,in frontline AML patients who are receiving a combination of mipletamig and the standard of care(venetoclax+azacitidine)for patients who are unfit for intensive chemotherapy to

77、assess safety and efficacy of mipletamig and to determine a recommended Phase 2 dose.Positive initial results from the frontline RAINIER trial show continued favorable efficacy and safety outcomes similar to those observed in the completed dose expansion phase of the trial.These results showed a 100

78、%complete remission rate in the first cohort,including one patient who experienced complete remission with no minimal residual disease(MRD-negative).All patients achieved remission within thirty(30)days of the start of treatment.Cohort 2 of the frontline RAINIER trial is currently enrolling.As of th

79、e date of this prospectus,we have reported that 9 of 10 2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm11/453 frontline patients across two trials achieved complete remission and complete remission with blood markers that have not yet r

80、ecovered when receiving the triplet combination of mipletamig+2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm12/45 4 venetoclax+azacitidine(ven/aza).Advancing our lead solid tumor candidate,ALG.APV-527,developed in partnership with Alli

81、gator Bioscience AB(Alligator),in the clinic.Aptevo and Alligator continue to investigate ALG.APV-527 for the treatment of multiple solid tumor types with 5T4-tumor expressing antigens.Preliminary results from the first five(5)cohorts that included nineteen(19)patients showed that 58%of patients ach

82、ieved a best response of stable disease.Positive safety(no liver toxicity,a common and potentially serious side effect associated with similar treatments),tolerability,and clinical activity.ALG.APV-527 targets the 4-1BB co-stimulatory receptor(on T lymphocytes and NK cells)and 5T4(solid tumor antige

83、n)and is designed to promote anti-tumor immunity.We believe 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.Con

84、tinued 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

85、 anti-PD-L1 x anti-CD40 compound).We continue to advance APVO711,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)pertaining to APVO711.In January 2024,the provisional patent was amended to i

86、nclude new preclinical data and a patent application under the Patent Cooperation Treaty(“PCT)pertaining to APVO711,which 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 synerg

87、istic 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 bispecifi

88、c 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 val

89、idation,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 prot

90、ein 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 ADAPTI

91、R and ADAPTIR-FLEX product pipelines to address areas of unmet medical need.Bispecific therapeutics are increasingly recognized as potent anti-cancer agents.Sixteen 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 candida

92、tes 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 partn

93、erships 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.2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/d

94、ata/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm13/45 5Product Candidates and Platform TechnologyProduct PortfolioOur current product candidate pipeline is summarized in the table below:Platform Technologies2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551

95、/apvo-2025-s1_-_20250513.htm14/45 2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm15/45 6 Smaller Reporting CompanyAdditionally,we are a“smaller reporting company”as defined in Item 10(f)(1)of Regulation S-K.To the extent we qualify as a

96、 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 a

97、re 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 Comm

98、on 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 InformationOn Au

99、gust 6,2015,Emergent BioSolutions Inc.(“Emergent”),announced a plan to separate into two independent publicly traded companies.To accomplish this separation,Emergent created Aptevo,to be the parent company for the development-based biotechnology business focused on novel oncology and hematology ther

100、apeutics.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 Aptevos Common Stock to Emergents stockholders on August 1,2016.Our Common Stock currently trades on the Nasdaq under the symbol“AP

101、VO.”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 .The information contained in,or that can be accessed through,our website is not a part of or incorporated by reference in this prospectus,an

102、d 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.Risks Associated with our BusinessOur business is subject to numerous risks,as described under the heading“Risk Factors

103、”and under similar headings in this prospectus,the applicable prospectus supplement,any related free writing prospectus and the documents incorporated by reference herein and therein.2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm16/45

104、7 THE OFFERING Shares of Common Stock offered by the Holders:Up to 3,529,420 Resale Shares Common Stock outstanding prior to this offering:7,678,395 Common Stock to be outstanding immediately after this offering:7,678,395(excluding the 3,529,420 Resale Shares)Terms of the offering:The Holders will d

105、etermine when and how they will dispose of any shares of Common Stock registered under this prospectus for resale.Use of proceeds:We will not receive any proceeds from the sale of the Resale Shares.Risk factors:Investing in our Common Stock involves significant risks.Before deciding whether to inves

106、t in our Common Stock,please read the information contained and incorporated by reference in this prospectus,including under the heading“Risk Factors”on page 15 of this prospectus and under similar headings in any related free writing prospectus and the documents incorporated by reference herein and

107、 therein.Nasdaq Capital Market Symbol:“APVO”Unless otherwise indicated,the number of shares of Common Stock to be outstanding after this offering is based on 7,678,395 shares of Common Stock outstanding as of May 12,2025.The number of shares of Common Stock outstanding after this offering excludes:3

108、28 shares of Common Stock issuable upon the exercise of stock options outstanding at a weighted average exercise price of$20,772.78 per share;1,793 shares of Common Stock issuable upon the vesting of outstanding restricted stock units at a weighted average fair value per unit of$65.10 per share;2,85

109、7 shares of Common Stock reserved for future grants of equity-based awards under our equity incentive plans;39 shares of Common Stock issuable upon the exercise of Series A common warrants at an exercise price of$1,009.36 per share;711 aggregate shares of Common Stock issuable upon the exercise of S

110、eries A-1,Series A-2 and Series B-2 common warrants,respectively,at an exercise price of$379.32 per share;3,608 shares of Common Stock issuable upon the exercise of common warrants at an exercise price of$49.95 per share;19,695 shares of Common Stock issuable upon the exercise of common warrants at

111、an exercise price of$8.60 per share;1,647,088 shares of Common Stock issuable upon the exercise of common warrants at an exercise price of$9.53 per share;and3,529,420 shares of Common Stock issuable upon the exercise of common warrants at an exercise price of$1.19 per share.2025/5/14 15:08S-1https:/

112、www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm17/45 8 DESCRIPTION OF CAPITAL STOCK As of the date of this prospectus,our certificate of incorporation,authorizes us to issue up to 500,000,000 shares of Common Stock,$0.001 par value per share,and 15,000,000 shar

113、es of preferred stock,$0.001 par value per share.Our Common Stock is registered under Section 12(b)of the Exchange Act and is listed on the Nasdaq under the trading symbol“APVO.”As of May 12,2025,7,678,395 shares of Common Stock were outstanding and no shares of preferred stock were outstanding.The

114、following summary describes the material terms of our capital stock.The summary is qualified in its entirety by reference to our certificate of incorporation and our bylaws.Common StockVoting Rights.Each holder of our Common Stock is entitled to one vote for each share on all matters submitted to a

115、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 a

116、ny 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 de

117、clared 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

118、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

119、we entered into with Broadridge Corporate Issuer Solutions,Inc.on November 8,2020(as amended,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

120、 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

121、all of such rights are redeemed,(ii)the date on which such rights are exchanged,and(iii)the close of business on October 31,2025.Fully Paid and Nonassessable.All of our outstanding shares of Common Stock are fully paid and nonassessable.Preferred Stock Under our certificate of incorporation,our boar

122、d of directors is authorized by resolution to divide the preferred stock into one or more series and,with respect to each series,to determine the designations,powers,preferences,rights,qualifications,limitations and restrictions thereof,including the dividend rights,conversion or exchange rights,vot

123、ing rights,redemption rights and terms,liquidation preferences,sinking fund provisions and the number of shares constituting the series.Our board of directors can,without stockholder approval but subject to the terms of our certificate of incorporation,issue preferred stock with voting and other rig

124、hts that could adversely affect the voting power of the holders of our Common Stock and which could have certain anti-takeover effects.Before we may issue any series of preferred stock,our board of directors will be required to adopt resolutions creating and designating such series of preferred stoc

125、k.2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm18/45 9 The following summary of terms of our preferred stock is not complete.You should refer to the provisions of our certificate of incorporation,our bylaws and the resolutions contain

126、ing the terms of each series of preferred stock,which have been or will be filed with the SEC at or prior to the time of issuance of such series and described in the applicable prospectus supplement.The applicable prospectus supplement may also state that any of the terms set forth herein are inappl

127、icable to such series of preferred stock,provided that the information set forth in such prospectus supplement does not constitute a material change to the information herein such that it alters the nature of the offering or the securities being offered.We will fix the designations,voting powers,pre

128、ferences and rights of each series of preferred stock that we issue under this prospectus,as well as the qualifications,limitations or restrictions thereof,in the certificate of designation relating to that series.We will file as an exhibit to the registration statement of which this prospectus is a

129、 part,or will incorporate by reference herein from reports that we file with the SEC,the form of any certificate of designation that describes the terms of the series of preferred stock we are offering.We will describe in the applicable prospectus supplement the terms of the series of preferred stoc

130、k being offered,including,to the extent applicable:the title and stated value;the number of shares we are offering;the liquidation preference per share;the purchase price;the dividend rate,period and payment date and method of calculation for dividends;whether dividends will be cumulative or non-cum

131、ulative and,if cumulative,the date from which dividends will accumulate;the procedures for any auction and remarketing;the provisions for a sinking fund;the provisions for redemption or repurchase,if applicable,and any restrictions on our ability to exercise those redemption and repurchase rights;an

132、y listing of the preferred stock on any securities exchange or market;whether the preferred stock will be convertible into our Common Stock,and,if applicable,the conversion price,or how it will be calculated,and the conversion period;whether the preferred stock will be exchangeable into debt securit

133、ies,and,if applicable,the exchange price,or how it will be calculated,and the exchange period;voting rights of the preferred stock;preemptive rights;restrictions on transfer,sale or other assignment;whether interests in the preferred stock will be represented by depositary shares;a discussion of mat

134、erial United States federal income tax considerations applicable to the preferred stock;the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate,dissolve or wind up our affairs;any limitations on the issuance of any class or series of preferred sto

135、ck ranking senior to or on a parity with the series of preferred stock as to dividend rights and rights if we liquidate,dissolve or wind up our affairs;and any other specific terms,preferences,rights or limitations of,or restrictions on,the preferred stock.If we issue shares of preferred stock under

136、 this prospectus,the shares will be fully paid and non-assessable.The issuance of preferred stock could adversely affect the voting power of holders of Common Stock and reduce the likelihood that common stockholders will receive dividend payments and payments upon liquidation.The 2025/5/14 15:08S-1h

137、ttps:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm19/452025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm20/45 10 issuance could have the effect of decreasing the market price of the Common Stock.T

138、he issuance of preferred stock also could have the effect of delaying,deterring or preventing a change in control of us.Outstanding Options,Restricted Stock Units,and WarrantsUnless otherwise indicated,the number of shares of Common Stock to be outstanding after this offering is based on 7,678,395 s

139、hares of Common Stock outstanding as of May 12,2025.The number of shares of Common Stock outstanding after this offering excludes:328 shares of Common Stock issuable upon the exercise of stock options outstanding at a weighted average exercise price of$20,772.78 per share;1,793 shares of Common Stoc

140、k issuable upon the vesting of outstanding restricted stock units at a weighted average fair value per unit of$65.10 per share;2,857 shares of Common Stock reserved for future grants of equity-based awards under our equity incentive plans;39 shares of Common Stock issuable upon the exercise of Serie

141、s A common warrants at an exercise price of$1,009.36 per share;711 aggregate shares of Common Stock issuable upon the exercise of Series A-1,Series A-2 and Series B-2 common warrants,respectively,at an exercise price of$379.32 per share;3,608 shares of Common Stock issuable upon the exercise of comm

142、on warrants at an exercise price of$49.95 per share;19,695 shares of Common Stock issuable upon the exercise of common warrants at an exercise price of$8.60 per share;1,647,088 shares of Common Stock issuable upon the exercise of common warrants at an exercise price of$9.53 per share;and3,529,420 sh

143、ares of Common Stock issuable upon the exercise of common warrants at an exercise price of$1.19 per share.Warrants2023 Common WarrantsOn August 4,2023,and November 9,2023,we completed a public offering and entered into a warrant inducement agreement,respectively,resulting in the issuance of common w

144、arrants(the 2023 Common Warrants)to purchase up to an aggregate of 27,368 shares of Common Stock.We received aggregate net proceeds of$5.3 million,which includes non-cash warrant modification costs of$2.1 million.As of May 12,2025,there were 750 aggregate 2023 Common Warrants outstanding with an exe

145、rcise price between$379.32 per share and$1,009.36 per share and expiration dates between November 2025 and November 2028.2024 Common Warrants On April 15,2024,we completed a public offering of Common Stock and warrants,in which we received gross proceeds of$4.6 million,less total issuance costs of$0

146、.6 million,which included 91,896 shares of Common Stock(or pre-funded warrants in lieu thereof,all of which have been exercised as of May 12,2025)and accompanying common warrants to purchase up to 183,792 shares of Common Stock at an exercise price of$49.95 per share for a combined offering price of

147、$49.95 per share and accompanying common warrants.As of May 12,2025,we have 3,608 common warrants outstanding with an exercise price of$49.95 per share and 8,008 common warrants with an amended exercise price of$8.60 per share that were issued in connection with the April 2024 public offering(the Ap

148、ril 2024 Warrants).2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm21/45 11 On July 1,2024,we completed the a registered direct offering(the July 2024 Registered Direct Offering)in which we issued 144,318 shares of Common Stock(or pre-fu

149、nded warrants in lieu thereof,all of which have been exercised as of May 12,2025)and accompanying common warrants to purchase up to 288,643 shares of Common Stock at an exercise price of$19.06 per share for a combined offering price of$19.06 per share and accompanying common warrants.We received$2.7

150、 million in gross proceeds less total issuance costs of$0.8 million.Issuance costs include banker and legal fees of$0.4 million and non-cash warrant modification costs of$0.4 million.The Company recognized the$0.4 modification date incremental value of the modified warrants as compared to the origin

151、al warrants as a non-cash issuance cost of the July 2024 Registered Direct Offering.As of May 12,2025,we have 11,687 common warrants outstanding at an amended exercise price of$8.60 per share that were issued in connection with the July 2024 Registered Direct Offering(the July 2024 Warrants).On Sept

152、ember 18,2024,we completed a registered direct offering(the September 2024 Registered Direct Offering)in which we issued 245,702 shares of Common Stock(or pre-funded warrants in lieu thereof,all of which have been exercised as of May 12,2025)and accompanying common warrants to purchase up to 491,403

153、 shares of Common Stock at an exercise price of$8.60 per share for a combined offering price of$8.60 per share and accompanying common warrants.We received$3.0 million in gross proceeds less total issuance costs of$0.5 million.Issuance costs include banker and legal fees of$0.4 million and non-cash

154、warrant modification costs of$0.1 million.The Company recognized the$0.1 million modification date incremental value of the modified warrants as compared to the original warrants as a non-cash issuance cost of the September 2024 Registered Direct Offering.As of May 12,2025,all common warrants issued

155、 in connection with the September 2024 Registered Direct Offering(the September 2024 Warrants)have been exercised.On December 12,2024,we entered into a warrant inducement agreement(the December 2024 Inducement Agreement)with certain holders of our 2023 Warrants,April 2024 Warrants,July 2024 Warrants

156、 and September 2024 Warrants(together,the Existing Warrants)to exercise for cash 823,544 Existing Warrants at a reduced exercise price of$7.50 per share.Additionally,pursuant to the December 2024 Inducement Agreement,we issued 1,647,088 common warrants(the December 2024 Warrants,and,together with th

157、e remaining April 2024 Warrants and July 2024 Warrants,the 2024 Warrants)with an exercise price of$9.53 per share.We received$6.2 million in gross proceeds from the exercise of these warrants less total issuance costs of$0.6 million,which includes banker and legal fees.The common warrants in connect

158、ion with the December 2024 Warrant Inducement were equity classified.The fair value of existing common warrants immediately before and after were$3.5 million and$3.6 million,respectively.The fair value of the newly issued warrants was$7.3 million.Given the common warrants were equity classified,the

159、modified fair value of existing common warrants and the newly issued common warrants to purchase Common Stock has been accounted for in additional paid-in capital as an equity cost because the modification was done in order to raise equity by inducing the exercise of warrants.As of May 12,2025,there

160、 were 1,647,088 December 2024 Warrants outstanding with an exercise price of$9.53 per share.The exercise price of the December 2024 Warrants will be amended to$1.19 per share upon approval by stockholders at a special meeting of stockholders to be held on May 14,2025.In the event that we are unable

161、to obtain such stockholder approval,the exercise price of the December 2024 Warrants will remain$9.53 per share.Common Warrants-April 2025-On May 12,2025,we have issued and outstanding Common Warrants to purchase up to 3,529,420 shares of our Common Stock at an exercise price of$1.19 per share issue

162、d as part of our April 2025 Offering.The Common Warrants will become exercisable upon approval by stockholders and will expire 5 years from such stockholder approval(the“Stockholder Approval”).We intend to hold a special meeting of stockholders on May 14,2025 to approve,among other things,the issuan

163、ce of the Common Warrants.If we do not obtain Stockholder Approval with respect to the terms of the Common Warrants at the first special meeting of the stockholders to be held on May 14,2025,we have agreed to use reasonable best efforts to call a meeting every sixty(60)days thereafter to seek such S

164、tockholder Approval until the date on which Stockholder Approval is obtained or the Common Warrants are no longer outstanding.In the event that we are unable to obtain such Stockholder Approval,the Common Warrants will not be exercisable and therefore have no value.If,at any time the Common Warrants

165、 are outstanding and a fundamental transaction,as described in the Common Warrant,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 me

166、rger 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,occurs the holders of the Common Warrants will be entitled to receive upon exerc

167、ise of the Common Warrants the kind and amount of securities,cash or other property 2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm22/45 12 that the holders would have received had they exercised the Common Warrants immediately prior to

168、 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

169、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.Additionally,as more fully described in the Common Warrants,at the option of the holders of the common warrants the ho

170、lder can receive consideration in the same type and form of an amount equal to the Black Scholes value(as defined in the common warrant)of such unexercised common warrants on the date of consummation of such transaction.Except as otherwise provided in the Common Warrants or by virtue of the holders

171、ownership of shares of our Common Stock,such holder of Common Warrants does not have the rights or privileges of a holder of our Common Stock,including any voting rights,until such holder exercises such holders Common Warrants.The Common Warrants provide that the holders of the Common Warrants have

172、the right to participate in distributions or dividends paid on our shares of Common Stock.Registration Rights of holders of the Common WarrantsAs set forth in the April 2025 Offering,we agreed to file a registration statement on Form S-3(or other appropriate form,including on Form S-1,if we are not

173、then S-3 eligible)to register the resale of the Resale Shares upon exercise of the Common Warrants(the“Resale Registration Statement”)as soon as reasonably practicable(and in any event by May 3,2025),and to use commercially reasonable efforts to cause such Resale Registration Statement to become eff

174、ective by June 2,2025(or by July 2,2025 in case of“full review”of such registration statement by the SEC)and to keep the Resale Registration Statement effective at all times until no holder of the Common Warrants owns any Common Warrants or Resale Shares.Certain Anti-Takeover Provisions of Our Certi

175、ficate of Incorporation,Our Bylaws,the DGCL and our Rights PlanDelaware LawWe 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 becam

176、e an interested stockholder,with the following exceptions:before such date,the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;upon completion of the transaction that resulted in the

177、 stockholder becoming an interested stockholder,the interested stockholder owned at least 85%of the voting stock of the corporation outstanding at the time the transaction began,excluding for purposes of determining the voting stock outstanding(but not the outstanding voting stock owned by the inter

178、ested stockholder)those shares owned(1)by persons who are directors and also officers and(2)employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer;or on or after such

179、 date,the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders,and not by written consent,by the affirmative vote of at least 66 2/3%of the outstanding voting stock that is not owned by the interested stockholder.In general,Sec

180、tion 203 defines a“business combination”to include the following:any merger or consolidation involving the corporation and the interested stockholder;any sale,transfer,pledge or other disposition of 10%or more of the assets of the corporation involving the interested stockholder;subject to certain e

181、xceptions,any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporati

182、on beneficially owned by the interested stockholder;or 2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm23/45 13 the receipt by the interested stockholder of the benefit of any loans,advances,guarantees,pledges or other financial benefits

183、 by or through the corporation.In general,Section 203 defines an“interested stockholder”as an entity or person who,together with the persons 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

184、 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 o

185、f 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 o

186、f 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

187、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 incorpo

188、ration 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 b

189、oard,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 resta

190、ted 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 stockholders no

191、tice.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 Ri

192、ghts 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 right

193、s 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 ot

194、her 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 c

195、omposition 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 provisi

196、ons 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,these provisions may also inhibit fluctuations in the market price of our stock that could result from actual or rumored

197、 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,bec

198、ause negotiation of takeover proposals could result in an improvement of their terms.On November 1,2024,we entered into Amendment No.4 to the Rights Agreement(the Amendment),dated as of November 8,2020,between the Company and Broadridge Corporate Issuer Solutions,Inc.,as Rights Agent,as amended.The

199、Amendment extends the definition of“Final Expiration Date”(as defined in the Rights Agreement)and certain related language in the Rights Agreement to October 31,2025.The Amendment also changes the definition of“Purchase Price”(as defined in the Rights Agreement)and certain related language in the Ri

200、ghts Agreement to$70 per one one-thousandth of a Preferred Share.2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm24/45 2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm25/45 1

201、4 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,or+1(720)378-5591.Listing on the Nasdaq Capital MarketOur Common Stock is listed on the Nasdaq Capital Market under the symbol“APVO.”2025/5/1

202、4 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm26/45 15RISK FACTORS An investment in our Common Stock involves a high degree of risk.Before deciding whether to invest in our Common Stock,you should consider carefully the risks and uncertainties

203、 described below and under the section captioned“Risk Factors”contained in our most recent Annual Report on Form 10-K for the fiscal year ended December 31,2024,any subsequent Quarterly Report on Form 10-Q and other filings we make with the SEC from time to time,which are incorporated by reference h

204、erein in their entirety,together with other information in this prospectus,and in any prospectus supplement or free writing prospectus that we authorize for use in connection with this offering.If any of these risks actually occurs,our business,financial condition and results of operations could be

205、materially and adversely affected and we may not be able to achieve our goals,the trading price of our Common Stock could decline and you might lose all or part of your investment.Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our

206、 business operations.If any of these risks occur,our business,results of operations or financial condition and prospects could be harmed.In that event,the market price of our Common Stock could decline,and you could lose all or part of your investment.The risks included in this prospectus and the do

207、cuments 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 a

208、nd adversely affect our business,financial condition,cash flows and results of operations,and our ability to pay distributions to stockholders.Please also read carefully the section above entitled“Forward-Looking Statements.”Additional Risks Related to This OfferingThe number of shares being registe

209、red for resale is significant in relation to the number of our outstanding shares of Common Stock.We have filed a registration statement of which this prospectus is a part to register the shares offered hereunder for sale into the public market by the selling stockholder.These shares represent a lar

210、ge number of shares of our Common Stock,and if sold in the market all at once or at about the same time,could depress the market price of our Common Stock during the period the registration statement remains effective and could also affect our ability to raise equity capital.You may also experience

211、future dilution as a result of future equity offerings.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 shar

212、es 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 securiti

213、es in the future could have rights superior to existing shareholders.Moreover,to the extent that we issue subscription rights,options or warrants to purchase,or securities convertible into or exchangeable for,our common shares in the future and those subscription rights,options,warrants or other sec

214、urities are exercised,converted or exchanged,stockholders may experience further dilution.For example,on April 28,2025,we entered into an At The Market Offering Agreement(the SalesAgreement)with Roth Capital Partners(Roth).The Sales Agreement provides that,upon the terms and subject tothe conditions

215、 set forth therein,we may issue and sell through Roth,acting as sales agent,shares of our commonstock having an aggregate offering price of up to$50 million.Any future sale of our common stock by Roth will beeffected pursuant to a registration statement(the Registration Statement)on Form S-3 which w

216、e filed on February14,2025,and subsequently amended and supplemented on April 28 and April 29,2025.As of May 12,2025,wehave sold 2,347,114 shares of our common stock at an aggregate gross offering price of$0.4568 pursuant to theSales Agreement and the Registration Statement and accompanying prospect

217、us for aggregate gross sale proceeds ofapproximately$1.1 million and while we have no obligation to sell any additional shares of our common stockunder the Sales Agreement,in the future,we may sell additional shares of our common stock under the SalesAgreement which may result in further dilution to

218、 investors purchasing our common shares in this offering.2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm27/45 16Our Common Stock may be at risk for delisting from the Nasdaq Capital Market in the future if we do not maintain compliance

219、with Nasdaqs continued listing requirements.Delisting could adversely affect the liquidity of our Common Stock,and the market price of our Common Stock could decrease.Our Common Stock is currently listed on the Nasdaq Capital Market LLC(Nasdaq),and on May 12,2025,the last reported sale price of our

220、Common Stock on Nasdaq was$0.34 per share.Nasdaq has minimum requirements that a company must meet to remain listed on Nasdaq,including corporate governance standards and a requirement that we maintain a minimum closing bid price of$1.00 per share,among other requirements.If the sale price of our Co

221、mmon Stock remains below$1.00 per share,for 30 consecutive business days,we will fail to meet the minimum closing bid price requirement by the continued listing requirements of Nasdaq Listing Rule 5550(a)(2)(the“Bid Price Requirement”).If we fail to meet the Bid Price Requirement,we are not eligible

222、 for a 180-day cure period from Nasdaq to regain compliance with such requirement because we have conducted a reverse stock split in the past year,and thus we would be immediately delisted.To maintain our ability to comply with the Bid Price Requirement,we are holding a special meeting of our stockh

223、olders on May 14,2025 in order to,among other things,effect a reverse stock split.If this reverse stock split is approved,we would,if necessary,seek to effectuate a reverse stock split prior to failing to meet the Bid Price Requirement.In the future,if we fail to maintain the minimum listing require

224、ments of Nasdaq and a final determination is made by Nasdaq that our Common Stock must be delisted,the liquidity of our Common Stock would be adversely affected,and the market price of our Common Stock could decrease.In addition,if delisted,we would no longer be subject to Nasdaq rules,including rul

225、es requiring us to have a certain number of independent directors and to meet other corporate governance standards.Our failure to be listed on Nasdaq or another established securities market would have a material adverse effect on the value of your investment in us.If our Common Stock is not listed

226、on Nasdaq or another national exchange,the trading price of our Common Stock is below$5.00 per share and we have net tangible assets of$6,000,000 or less,the open-market trading of our Common Stock will be subject to the penny stock rules promulgated under the Securities Exchange Act of 1934,as amen

227、ded.If our shares become subject to the penny stock rules,broker-dealers may find it difficult to effectuate customer transactions,and trading activity in our securities may be adversely affected.2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250

228、513.htm28/45 17USE OF PROCEEDS We will not receive any of the proceeds from the sale or other disposition of the Resale Shares held by the Holders pursuant to this prospectus.SELLING STOCKHOLDERS We have prepared this prospectus to allow the Holders to sell or otherwise dispose of,from time to time,

229、up to 3,529,420 Resale Shares.On April 3,2025,we entered into the Purchase Agreement with the Holders.Pursuant to the Purchase Agreement,the selling stockholders were issued common warrants to purchase up to 3,529,420 shares of our Common Stock at an exercise price of$1.19 per share in the April 202

230、5 Offering.We agreed in the Purchase Agreement to register for resale by the Holders the Resale Shares underlying the Common Warrants and have filed with the SEC a registration statement on Form S-1,of which this prospectus forms a part,with respect to the resale or other disposition of the securiti

231、es offered from time to time by the Holders under this prospectus.We will not receive any of the proceeds of sales by the holder of any of the Resale Shares covered by this prospectus.Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power w

232、ith respect to shares of our Common Stock.Unless otherwise indicated below,to our knowledge,the Holders named in the table below have sole voting and investment power with respect to the shares of Common Stock beneficially owned by them.The number of shares of Common Stock beneficially owned prior t

233、o the offering for each Holder includes(i)all shares of our Common Stock held by such Holder as of May 12,2025,and(ii)all shares of our Common Stock issuable to such Holder upon the exercise of Common Warrants.The inclusion of any shares in this table does not constitute an admission of beneficial o

234、wnership by the person named below.The beneficial ownership information presented in the table below is as of May 12,2025.The Holders may have sold or transferred,in transactions exempt from the registration requirements of the Securities Act,some or all of their shares of Common Stock since the dat

235、e on which the information in the table below is presented.Information about the Holders may change over time.Name of Holder Number of Common Shares Beneficially Owned Prior to Offering Maximum Number of Common Shares to be Sold Pursuant to this Prospectus Number of Common Shares Beneficially Owned

236、After Offering Percentage Beneficially Owned After Offering Armistice Capital Master Fund Ltd.400,000 400,000 -Alto Opportunity Master Fund,SPC-Segregated Master Portfolio B 400,000 400,000 -Bigger Capital Fund,LP 400,000 400,000 -Empery Asset Master,LTD 205,144 205,144 -Empery Tax Efficient,LP 73,0

237、44 73,044 -Empery Tax Efficient III,LP 121,812 121,812 -CVI Investments,Inc.400,000 400,000 -Hudson Bay Master Fund Ltd.400,000 400,000 -Intracoastal Capital LLC 310,000 310,000 -L1 Capital 400,000 400,000 -Sabby Management,LLC 419,420 419,420 -(1)The beneficial ownership prior to this offering for

238、each investor,based on the Companys best knowledge,includes the following:(1)(2)(3)(3)2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm29/45 18a.Armistice Capital Master Fund Ltd:400,000 shares of Common Stock underlying the Common Warran

239、ts held by the Holder as of May 12,2025.b.Alto Opportunity Master Fund,SPC-Segregated Master Portfolio B:400,000 shares of Common Stock underlying the Common Warrants held by the Holder as of May 12,2025.c.Bigger Capital Fund,LP:400,000 shares of Common Stock underlying the Common Warrants held by t

240、he Holder as of May 12,2025.d.Empery Asset Master,LTD:205,144 shares of Common Stock underlying the Common Warrants held by the Holder as of May 12,2025.e.Empery Tax Efficient,LP:73,044 shares of Common Stock underlying the Common Warrants held by the Holder as of May 12,2025.f.Empery Tax Efficient

241、III,LP:121,812 shares of Common Stock underlying the Common Warrants held by the Holder as of May 12,2025.g.CVI Investments,Inc:400,000 shares of Common Stock underlying the Common Warrants held by the Holder as of May 12,2025.h.Hudson Bay Master Fund Ltd:400,000 shares of Common Stock underlying th

242、e Common Warrants held by the Holder as of May 12,2025.i.Intracoastal Capital LLC:310,000 shares of Common Stock underlying the Common Warrants held by the Holder as of May 12,2025.Mitchell P.Kopin(“Mr.Kopin”)and Daniel B.Asher(“Mr.Asher”),each of whom are managers of IntracoastalCapital LLC(“Intrac

243、oastal”),have shared voting control and investment discretion over the securities reported herein that are heldby Intracoastal.As a result,each of Mr.Kopin and Mr.Asher may be deemed to have beneficial ownership(as determined underSection 13(d)of the Exchange Act)of the securities reported herein th

244、at are held by Intracoastal.j.L1 Capital Global Opportunities Master Fund:400,000 shares of Common Stock underlying the Common Warrants held by the Holder as of May 12,2025.k.Sabby Volatility Warrant Master Fund,Ltd.:419,420 shares of Common Stock underlying the Common Warrants held by the Holder as

245、 of May 12,2025.(2)The warrants,including the Resale Shares,are subject to a beneficial ownership limitation of 4.99%or 9.99%,as applicable,which such limitation restricts the Holders from exercising that portion of the warrants that would result in the Holders and its affiliates owning,after exerci

246、se,a number of shares of common stock in excess of the beneficial ownership limitation.(3)Because the Selling Stockholders may sell,transfer or otherwise dispose of all,some or none of the Resale Shares covered by this prospectus,we cannot determine the number of such common shares that will be sold

247、,transferred or otherwise disposed of by the Selling Stockholders,or the amount or percentage of our common shares that will be held by the Selling Stockholders upon completion of this offering.The Common Warrants are not exercisable until the Stockholder Approval.For purposes of this table,we have

248、assumed that the Selling Stockholders will sell all their common shares covered by this prospectus.Certain Relationships and Related Party Transactions On April 3,2025,we entered into the Purchase Agreement with certain institutional investors.Pursuant to the Purchase Agreement,the Holders agreed to

249、 purchase 1,764,710 shares of our Common Stock and,in a concurrent private placement,Common Warrants to purchase up to 3,529,420 shares of Common Stock at a combined offering price of$1.19 per share.We received aggregate net proceeds of$1.9 million from the April 2025 Offering after deducting financ

250、ial advisory fees and other expenses payable by us.We would expect to receive aggregate gross proceeds of up to approximately$4.2 million if the Common Warrants are exercised.Pursuant to the Purchase Agreement,we agreed to file a registration statement on Form S-3(or other appropriate form if the we

251、 are not eligible to use Form S-3)to register the resale of the Resale Shares issuable upon the exercise of the Common Warrants(the Resale Registration Statement)as soon as reasonably practicable(and in any event by May 3,2025),and to use commercially reasonable efforts to cause such Resale Registra

252、tion Statement to become effective by June 2,2025(or by July 2,2025 in case of full review of such registration statement by the SEC)and to keep the Resale Registration Statement effective at all times until no Holder of the Common Warrants owns any Common Warrants or Resale Shares.In the event that

253、 we fail to timely deliver to the Holders the Resale Shares without restrictive legends,we have agreed to pay certain liquidated damages to the Holders.We are registering the shares to be sold by the Holders under the registration statement of which this prospectus is a part to satisfy our obligatio

254、n under the Purchase Agreement.2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm30/45 19PLAN OF DISTRIBUTION The Holders,and its pledgees,donees,transferees or other successors in interest,may from time to time offer and sell,separately o

255、r together,some or all of the Resale Shares covered by this prospectus.Registration of the Resale Shares covered by this prospectus does not mean,however,that those Resale Shares necessarily will be offered or sold.The Resale Shares covered by this prospectus may be sold from time to time,at market

256、prices prevailing at the time of sale,at prices related to market prices,at a fixed price or prices subject to change or at negotiated prices,by a variety of methods including the following:in the Nasdaq Capital Market;in privately negotiated transactions;through broker-dealers,who may act as agents

257、 or principals;through one or more underwriters on a firm commitment or best-efforts basis;in a block trade in which a broker-dealer will attempt to sell a block of securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;directly to one or mo

258、re purchasers;through agents;or in any combination of the above.In effecting sales,brokers or dealers engaged by the Holders may arrange for other brokers or dealers to participate.Broker-dealer transactions may include:purchases of the Resale Shares by a broker-dealer as principal and resales of th

259、e Resale Shares by the broker-dealer for its account pursuant to this prospectus;ordinary brokerage transactions;or transactions in which the broker-dealer solicits purchasers on a best efforts basis.To our knowledge,the Holders have not entered into any agreements,understandings or arrangements wit

260、h any underwriters or broker-dealers regarding the sale of the Resale Shares covered by this prospectus.At any time a particular offer of the securities covered by this prospectus is made,a revised prospectus or prospectus supplement,if required,will be distributed which will set forth the aggregate

261、 amount of Resale Shares covered by this prospectus being offered and the terms of the offering,including the name or names of any underwriters,dealers,brokers or agents.In addition,to the extent required,any discounts,commissions,concessions and other items constituting underwriters or agents compe

262、nsation,as well as any discounts,commissions or concessions allowed or reallowed or paid to dealers,will be set forth in such revised prospectus supplement.Any such required prospectus supplement,and,if necessary,a post-effective amendment to the registration statement of which this prospectus is a

263、part,will be filed with the SEC to reflect the disclosure of additional information with respect to the distribution of the securities covered by this prospectus.2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm31/45 20LEGAL MATTERS The v

264、alidity of the securities being offered by this prospectus will be passed upon by Paul Hastings LLP,Washington,DC.EXPERTS Our consolidated financial statements as of December 31,2024 and 2023,and for the years then ended,incorporated in this prospectus by reference and included in our Annual Report

265、on Form 10-K for the year ended December 31,2024,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 incorpo

266、rated 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.WHERE YOU CAN FIND MORE INFORMATION This prospectus is part of a registration statement on Form S-1 we f

267、iled with the SEC under the Securities Act.This prospectus does not contain all of the information set forth in the registration statement.Whenever a reference is made in this prospectus to any of our contracts,agreements or other documents,the reference may not be complete and you should refer to t

268、he exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference therein.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 exhibit

269、s and schedules filed as a part of the registration statement.Neither we nor any agent,underwriter or dealer has authorized any person to provide you with different information.We are not making an offer of these securities in any state where the offer is not permitted.You should not assume that the

270、 information in this prospectus is accurate as of any date other than the date on the front page of this prospectus,regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus.We are subject to the informational requirements of the Securities Exchan

271、ge 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 SECs website at www.sec.gov.We also make these

272、 documents publicly available,free of charge,on our website at as soon as reasonably practicable after filing such documents with the SEC.The information contained in,or that can be accessed through,our website is not part of this prospectus.2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1

273、671584/000095017025070551/apvo-2025-s1_-_20250513.htm32/45 21INCORPORATION OF CERTAIN INFORMATION 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 ha

274、ving 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 b

275、y 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)o

276、f 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):our Annual Report on Form 10-K for the year ended December 31,2024 filed with the SEC on February 14,2025;our Current Reports o

277、n Form 8-K filed with the SEC on March 20,2025,April 4,2025,April 22,2025,April 28,2025 and April 29,2025;our Definitive Proxy Statement on Schedule 14A filed on April 25,2025;and the description of our Common Stock contained in Exhibit 4.9 to our Annual Report on Form 10-K for the year ended Decemb

278、er 31,2024 filed with the SEC on February 14,2025,including any amendment or report filed for the purpose of updating such description.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)

279、,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.

280、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

281、 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

282、in the registration statement but not delivered with the prospectus.You should direct requests for documents to:Aptevo Therapeutics Inc.2401 4th Avenue,Suite 1050Seattle,WA 98121Attn:General Counsel(206)838-0500This prospectus is part of a registration statement we filed with the SEC.That registrati

283、on 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

284、registration statement.You may read and copy the full registration statement and its exhibits at the SECs website.2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm33/45 22Up to 3,529,420 Shares of Common Stock Issuable Upon the Exercise o

285、f Common Warrants _Preliminary Prospectus_May ,20252025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm34/45 23PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS Item 13.Other Expenses of Issuance and Distribution.The following sets forth th

286、e estimated costs and expenses,all of which shall be borne by the registrant,in connection with the offering of the securities pursuant to this Registration Statement:SEC registration fee$185 Legal fees and expenses 25,000 Accounting Fees 10,000 Printing and Miscellaneous Fees 2,000 Total$37,185(1)T

287、he fees in the above table are estimated as permitted under Item 511 of Regulation S-K.Item 14.Indemnification of Directors and Officers.Section 145 of the Delaware General Corporation Law,or the DGCL,authorizes a court to award,or a corporations board of directors to grant,indemnity to directors an

288、d 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,or the Securities Act.The registrants certificate of incorporation and bylaws each provi

289、de for indemnification of the registrants 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

290、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 registra

291、nt,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 rega

292、rding 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 Exch

293、ange Act of 1934,as amended,that might be incurred by any director or officer in his or her capacity as such.The underwriting agreement(s)that the registrant may enter into may provide for indemnification by any underwriters of the registrant,its directors,its officers who sign the registration stat

294、ement and the registrants controlling persons for some liabilities,including liabilities arising under the Securities Act.Item 15.Recent Sales of Unregistered Securities.On April 3,2025,we entered into the Purchase Agreement with certain institutional investors.Pursuant tothe Purchase Agreement,the

295、Holders agreed to purchase 1,764,710 shares of our Common Stock and,in aconcurrent private placement,Common Warrants to purchase up to 3,529,420 shares of Common Stock at acombined offering price of$1.19 per share.Roth Capital Partners,LLC acted as the exclusive placement agent inconnection with the

296、 April 2025 Offering.The Common Warrants issued in the April 2025 Offering and the sharesissuable upon exercise of the Common Warrants were offered in a private placement under Section 4(a)(2)of theSecurities Act,and Regulation D promulgated thereunder and have not been registered under the Securiti

297、es Act orapplicable state securities laws.(1)(1)(1)2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm35/45 24We received aggregate net proceeds of$1.9 million from the April 2025 Offering after deducting financialadvisory fees and other ex

298、penses payable by us.We would expect to receive aggregate gross proceeds of up toapproximately$4.2 million if the Common Warrants are exercised.2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm36/45 25Item 16.Exhibits.(a)Exhibit Index Exh

299、ibitNumber DescriptionFormExhibitFiling DateFile No.FiledHerewith 1.1 Sales Agreement,dated as of April 28,2025,by and between Aptevo Therapeutics Inc.and Roth Capital Partners,LLC.8-K1.1April 28,2025001-37746 2.1 Contribution Agreement,dated July 29,2016,by and among Emergent BioSolutions Inc.,Apte

300、vo Therapeutics Inc.,Aptevo Research and Development LLC and Aptevo BioTherapeutics LLC 8-K2.1August 2,2016001-37746 2.2 Separation and Distribution Agreement,dated July 29,2016,by and between Emergent BioSolutions Inc.and Aptevo Therapeutics Inc.8-K2.2August 2,2016001-37746 +2.3 LLC Purchase Agreem

301、ent,dated as of August 31,2017,by and among Aptevo BioTherapeutics LLC,Aptevo Therapeutics Inc.,Venus Bio Therapeutics Sub LLC,and Saol International Limited.10-Q2.1November 13,2017001-37746 +2.4 LLC Purchase Agreement by and among Aptevo Therapeutics Inc.and Medexus Pharma,Inc.dated February 28,202

302、0.8-K2.1March 2,2020001-37746 3.1 Amended and Restated Certificate of Incorporation of Aptevo Therapeutics Inc.8-K3.1August 2,2016001-37746 3.2 Amended and Restated By-laws of AptevoTherapeutics Inc.,as amended and restated onNovember 8,2022.10-Q3.1 November 10,2022001-37746 3.3 Certificate of Amend

303、ment of Amended and Restated Certificate of Incorporation of Aptevo Therapeutics Inc.8-K 3.1 March 27,2020001-37746 3.4 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Aptevo Therapeutics,Inc.8-K 3.1 March 5,2024001-37746 3.5 Certificate of Amendment of Amended and R

304、estated Certificate of Incorporation of Aptevo Therapeutics,Inc.8-K 3.1 December 3,2024001-37746 3.6 Certificate of Designation of Series A JuniorParticipating Preferred Stock of Aptevo Therapeutics Inc.8-K3.1 November 9,2020001-37746 3.7 Amended and Restated Bylaws of AptevoTherapeutics Inc.8-K 3.1

305、 November 30,2020001-37746 4.1 Form of Common Stock Certificate104.1June 29,2016001-37746 2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm37/45 26 4.2 Registration Rights Agreement,dated as of August 1,2016,by and among Aptevo Therapeuti

306、cs Inc.and certain of its stockholders 8-K4August 2,2016001-37746 4.3 Rights Agreement,dated as of November 8,2020,by and between Aptevo Therapeutics Inc.and Broadridge Corporate Issuer Solutions,Inc.,as rights agent8-K4.1November 9,2020001-37746 4.4 Amendment No.1 to Right Agreement,dated as of Nov

307、ember 5,2021,between the Company and Broadridge Corporate Issuer Solutions,Inc.,as Rights Agent8-K4.1November 5,2021001-37746 4.5 Amendment No.2 to Rights Agreement,dated as of November 4,2022,between the Company and Broadridge Corporate Issuer Solutions,Inc.,as Rights Agent.8-K4.1November 4,2022001

308、-37746 4.6 Amendment No.3 to Rights Agreement,dated as of November 5,2023,between the Company and Broadridge Corporate Issuer Solutions,Inc.,as Rights Agent8-K4.1November 3,2023001-37746 4.7 Amendment No.4 to Rights Agreement,dated as of November 1,2024,between the Company and Broadridge Corporate I

309、ssuer Solutions,Inc.,as Rights Agent8-K4.1November 4,2024001-37746 4.8 Description of Capital Stock of Aptevo Therapeutics 4.5March 31,2021001-37746 4.9 Agreement to Terminate Registration Rights Agreement between the Company and Intervac L.L.C.and BioVac L.L.C.10-K4.7March 24,2022001-37746 4.10 For

310、m of Series A Common Warrant,dated August 4,2023 8-K4.1August 1,2023001-37746 4.11 Form of Series A-1 Warrant,dated November 9,2023 8-K4.1November 9,2023001-37746 4.12 Form of Series A-2 Warrant,dated November 9,2023 8-K4.2November 9,2023001-37746 4.13 Form of Series B-2 Warrant,dated November 9,202

311、3 8-K4.4November 9,2023001-37746 4.14 Form of Common Warrant,dated April 15,2024 8-K4.1April 15,2024001-37746 4.15 Form of Common Warrant,dated July 1,2024 8-K4.1July 1,2024001-37746 4.16 Form of Common Warrant,dated December 12,2024 8-K4.1December 12,2024001-37746 4.17 Form of Common Warrant,dated

312、April 4,20258-K 4.1April 4,2025001-37746 4.18 Form of Amended Common Warrant,dated April 4,2025(originally entered into on December 12,2024),between the Company and certain warrant holders.8-K4.2April 4,2025001-37746 5.1 Opinion of Paul Hastings LLP X 10.1 Transition Services Agreement,dated July 29

313、,2016,by and between Emergent BioSolutions Inc.and Aptevo Therapeutics Inc.8-K10.2 August 2,2016001-37746 2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm38/45 2710.2 Tax Matters Agreement,dated July 29,2016,by and between Emergent BioSo

314、lutions Inc.and Aptevo Therapeutics Inc.8-K10.3 August 2,2016 001-37746 10.3 Product License Agreement,dated July 29,2016,by and between Emergent BioSolutions Inc.and Aptevo Therapeutics Inc.8-K10.8 August 2,2016 001-37746 C 10.4 Aptevo Therapeutics Inc.Amended and Restated 2016 Stock Incentive Plan

315、.10-Q4.1August 10,2017001-37746 C 10.5 Aptevo Therapeutics Inc.Converted Equity Awards Incentive Plan.8-K10.10 August 2,2016001-37746 C 10.6 Aptevo Therapeutics Inc.Amended and Restated Senior Management Severance Plan.10-KC 10.6March 24,2022001-37746 C 10.7 Form of Indemnity Agreement for directors

316、 andsenior officers.1010.9April 15,2016001-37746 10.8 Fourth and Battery Office Lease,dated as of April 28,2003,by and between Emergent Product Development Seattle,LLC(as successor-in-interest to Trubion Pharmaceuticals,Inc.and Genecraft,Inc.)and Selig Real Estate Holdings Eight L.L.C.,or the Seattl

317、e Office Lease.10 10.12 April 15,2016 001-37746 10.9 Seattle Office Lease Amendment,dated December 8,2004.10 10.13 April 15,2016001-37746 10.10 Seattle Office Lease Amendment,dated February 1,2006.10 10.14 April 15,2016001-37746 10.11 Seattle Office Lease Amendment,dated February 2,2007.10 10.15 Apr

318、il 15,2016001-37746 10.12 Seattle Office Lease Amendment,dated June 7,2010.10 10.16 April 15,2016001-37746 10.13 Seattle Office Lease Amendment,dated December 21,2010.10 10.17 April 15,2016001-37746 10.14 Seattle Office Lease Amendment,dated July 17,2012.10 10.18 April 15,2016001-37746 10.15 Seventh

319、 Amendment to Seattle Office Lease,dated December 5,2014.10 10.19 April 15,2016001-37746 10.16 License and Co-Development Agreement,dated as of August 19,2014,by and between Emergent Product Development Seattle,LLC and MorphoSys AG,or the MorphoSys Collaboration Agreement.10 10.20 June 29,2016001-37

320、746 10.17 First Amendment to MorphoSys CollaborationAgreement,dated June 19,2015.10 10.21 April 15,2016001-37746 10.18 Second Amendment to MorphoSys Collaboration Agreement,dated December 7,2015.10 10.22 April 15,2016001-37746 2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/00009501

321、7025070551/apvo-2025-s1_-_20250513.htm39/45 10.19 Third Amendment to MorphoSys CollaborationAgreement,dated December 12,2016.8-K10.1December 15,2016001-37746 10.20 Fourth Amendment MorphoSys CollaborationAgreement,dated June 19,2017.10-Q 10.3August 10,2017001-37746 10.21 Equity Distribution Agreemen

322、t,dated November 9,2017,between Aptevo Therapeutics,Inc.and Piper Jaffray and Company LLC.8-K1.1November 9,2017001-37746 10.22 Collaboration and Option Agreement,dated as of July 20,2017,by and between Aptevo Research and Development LLC,and Alligator Bioscience AB.10-Q10.2November 13,2017001-37746

323、10.23 Amendment No.3 to Credit and Security Agreement,dated as of February 23,2018,by and among Aptevo Therapeutics Inc.and certain of its subsidiaries and Midcap Financial Trust.10-K10.38March 13,2018001-37746 10.24 Aptevo Therapeutics Inc.2018 Stock Incentive Plan.10-Q10.1 August 9,2018001-37746 1

324、0.25 Aptevo Therapeutics Inc.Non-Statutory StockOption Agreement.10-Q10.2 August 9,2018001-37746 10.26 Purchase Agreement,dated December 20,2018,by and between Aptevo Therapeutics Inc.and Lincoln Park Capital Fund,LLC.8-K10.1December 24,2018001-37746 10.27 Eighth Amendment to Office Lease,dated as o

325、fMarch 19,2019,by and between AptevoTherapeutics Inc.and Selig Real Estate Holdings Eight L.L.C.8-K10.1March 22,2019001-37746 10.28 Ninth Amendment to Office Lease,dated May 26,2022,by and between Aptevo Therapeutics Inc.and Selig Real Estate Holdings Eight L.L.C.10-Q10.3August 11,2022001-37746 10.2

326、9 Amendment to LLC Purchase Agreement,dated as of August 31,2017,by and among AptevoBioTherapeutics LLC,Aptevo Therapeutics Inc.,Venus Bio Therapeutics Sub LLC,and Saol International Limited.10-Q10.1 August 9,2019001-37746 10.30 Collaboration and License Agreement,dated as of December 19,2005,by and

327、 among WyethPharmaceuticals and Trubion Pharmaceuticals,Inc.10-Q10.1August 14,2020001-37746 10.31 Amendment No.1 to the Collaboration and License Agreement dated as of December 19,2005(the“Agreement”)by and between Trubion Pharmaceuticals,Inc.(“Trubion”)and Wyeth,acting through its Wyeth Pharmaceuti

328、cals Division(“Wyeth”).10-Q10.2August 14,2020 001-37746 10.32 Amendment No.2 to the Collaboration and License Agreement dated as of December 19,2005(as previously amended,the“Agreement”)by and between Trubion Pharmaceuticals,Inc.(“Trubion”)and Wyeth LLC(formerly known as 10-Q10.3August 14,2020 001-3

329、7746 2025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm40/45282025/5/14 15:08S-1https:/www.sec.gov/Archives/edgar/data/1671584/000095017025070551/apvo-2025-s1_-_20250513.htm41/45 29 Wyeth),acting through its Wyeth Pharmaceuticals Division(

330、“Wyeth”).10.33 Amendment No.3 to the Collaboration and License Agreement dated as of December 19,2005(as previously amended,the“Agreement”)by and between Emergent Product Development Seattle,LLC(successor to Trubion Pharmaceuticals,Inc.(“Trubion”)(“EPDS”)and Wyeth LLC(formerly known as Wyeth),acting

331、 through its Wyeth Pharmaceuticals Division(“Wyeth”).8-K10.4August 14,2020 001-37746 10.34 Amendment No.4 to the Collaboration and License Agreement dated as of December 19,2005(as previously amended,the“Agreement”)by and between Emergent Product Development Seattle,LLC(successor to Trubion Pharmace

332、uticals,Inc.(“Trubion”)and Wyeth LLC(formerly known as Wyeth),acting through its Wyeth Pharmaceuticals Division(“Wyeth”).10-Q10.5August 14,2020 001-37746 10.35 Credit and Security Agreement,dated as of August 5,2020,by and among Aptevo Therapeutics Inc.,and MidCap Financial Trust.10-Q10.1November 7,

333、2019001-37746 10.36 Equity Distribution Agreement,dated December 14,2020,between Aptevo Therapeutics Inc.and Piper Sandler&Co.8-K1.1December 14,2020001-37746 10.37 Royalty Purchase Agreement by and among Aptevo Therapeutics Inc.and Healthcare Royalty Partners IV,LP.dated as of March 30,2021.10-Q10.1May 11,2021001-37746 10.38 Amendment to Royalty Purchase Agreement dated June 7,2022.10-Q10.1August