UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
The information regarding the Purchase Agreement (as defined below) set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 8.01 Other Events.
On June 28, 2024, Aptevo Therapeutics Inc. (the "Company") announced that it has entered into a securities purchase agreement (the “Purchase Agreement”) with certain healthcare-focused institutional investors to purchase (i) 5,339,806 shares of its common stock, par value $0.001 per share (“Common Stock”), or pre-funded warrants to purchase shares of Common Stock ("Pre-Funded Warrants") in lieu thereof and (ii) warrants to purchase up to an aggregate of 10,679,612 shares of Common Stock (the “Common Warrants”) at a purchase price of $0.515 per share and associated Common Warrants in a registered direct offering priced at-the-market under Nasdaq Stock Market rules. The Purchase Agreement contains customary representations, warranties and agreements of the Company and the purchasers and customary indemnification rights and obligations of the parties.
Each share of Common Stock or Pre-Funded Warrant in lieu thereof was offered together with two Common Warrants, each to purchase one share of Common Stock. The Common Warrants have an exercise price of $0.515 per share, are exercisable upon stockholder approval, and will expire five years following the date of stockholder approval. The exercise price of the Common Warrants is subject to adjustment for stock splits and similar capital transactions and is subject to repricing in the event of a share split, share dividend, share combination or other such event as described in the Common Warrants. The Pre-Funded Warrants and accompanying Common Warrants were priced at a combined offering price of $0.5149 per Pre-Funded Warrant and accompanying Common Warrants, which is equal to the offering price per share of Common Stock and accompanying Common Warrants less the $0.0001 per share exercise price of each such Pre-Funded Warrant. The Pre-Funded Warrants are immediately exercisable and terminate when exercised in full.
In connection with the offering, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) on June 28, 2024, with Roth Capital Partners, LLC (the "Placement Agent"), as the exclusive placement agent in connection with the offering. Dawson James Securities, Inc. acted as co-agent. As compensation to the Placement Agent, the Company paid the Placement Agent a cash fee of 7% of the aggregate gross proceeds raised in the offering, and reimbursement of certain expenses.
In connection with the offering, the Company amended certain existing warrants that were previously issued on (i) August 4, 2023 to purchase up to 41,239 shares of Common Stock and have exercise price of $27.28 per share, (ii) November 9, 2023 to purchase up to 610,334 shares of Common Stock and have exercise price of $10.252 per share, and (iii) April 15, 2024 to purchase up to 6,666,668 shares of Common Stock and have exercise price of $1.35 per share (collectively, the “Existing Warrants”), such that the Existing Warrants will have a reduced exercise price equal to $0.515 per share and include the same exercise price adjustments as the Common Warrants issued in this offering. The amended warrants will be exercisable upon the same stockholder approval as for the Common Warrants.
The shares of Common Stock, the Common Warrants and the Pre-Funded Warrants described above and the underlying shares of Common Stock were offered pursuant to the Registration Statement on Form S-1 (File No. 333-280226), as amended, which was declared effective by the Securities and Exchange Commission on June 28, 2024.
The Company received net proceeds of approximately $2.3 million from the offering, after deducting the estimated offering expenses payable by the Company, including the Placement Agent fees. The Company intends to use the net proceeds from the offering for the continued clinical development of its product candidates and for working capital, and other general corporate purposes. The closing of the offering occurred on July 1, 2024.
The foregoing summaries of the Placement Agency Agreement, the Purchase Agreement, the Common Warrant, the Pre-Funded Warrant and the amended Existing Warrants do not purport to be complete and are subject to, and qualified in their entirety by, the forms of such documents attached as exhibits 4.1, 4.2, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7 and 10.8 to this Current Report on Form 8-K, which are incorporated by reference.
Item 8.01 Other Events
The Company issued press releases announcing the offering and the closing of the offering on June 28, 2024 and July 1, 2024, respectively. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference into this Item 8.01 of this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit No. |
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Description |
4.1 |
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4.2 |
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10.1 |
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Placement Agency Agreement dated June 28, 2024, between the Company and Roth Capital Partners. |
10.2 |
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10.3 |
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10.4 |
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10.5 |
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10.6 |
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10.7 |
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10.8 |
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99.1 |
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Press Release of Aptevo Therapeutics Inc., dated June 28, 2024. |
99.2 |
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Press Release of Aptevo Therapeutics Inc., dated July 1, 2024. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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APTEVO THERAPEUTICS INC. |
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Date: |
July 1, 2024 |
By: |
/s/ Marvin L. White |
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Marvin L. White |