On August 12, 2026 Aptevo Therapeutics Inc. (NASDAQ:APVO) ("Aptevo" or the "Company"), a clinical-stage biotechnology company developing novel multispecific immuno-oncology therapeutics, reported it has entered into warrant inducement letter agreements with certain holders of its existing common warrants (the "Existing Warrants"), pursuant to which such holders have agreed to exercise in full for cash their Existing Warrants to purchase up to an aggregate of 254,922 shares of common stock of the Company ("common stock") at a reduced exercise price of $4.03 per share. In consideration for such cash exercises, the Company will issue new unregistered common stock purchase warrants (the "Inducement Warrants") to purchase up to an aggregate of 1,274,610 shares of common stock at an exercise price of $4.03 per share. The Inducement Warrants will be exercisable on or after the date on which the Company obtains the required stockholder approval and will expire five years after their initial exercise date. The shares of common stock issuable upon exercise of the Existing Warrants are registered pursuant to effective registration statements on Form S-1 (File No. 333-288061),Form S-1MEF (File No. 333-288134), Form S-3 (File No. 333-284969) and Form S-3 (File No. 333-283983).
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Separately, pursuant to a securities purchase agreement, the Company agreed to sell to certain purchasers in a private placement (the "PIPE") up to 861,708 unregistered shares of common stock (the "Shares") at a purchase price of $4.03 per share (or, at a purchaser’s election to comply with a 4.99% or 9.99% beneficial ownership limitation, pre-funded common stock purchase warrants (the "Pre-Funded Warrants") to purchase up to 861,708 shares in lieu of such shares), together with common stock purchase warrants (the "Common Warrants") to purchase up to 4,308,540 shares of common stock at an exercise price of $4.03 per share. The Pre-Funded Warrants will be exercisable immediately and will expire upon exercise in full, and the Common Warrants will be exercisable on or after the date on which the Company obtains the required stockholder approval and will expire five years after their initial exercise date (together, the "PIPE Warrants").
The aggregate gross proceeds from the transactions described herein are expected to total approximately $4.5 million, before deducting placement agent fees and expenses.
Roth Capital Partners, LLC is acting as the Company’s exclusive placement agent in connection with these transactions.
The transactions are expected to close on or about August 13, 2026, subject to satisfaction of customary closing conditions. The Company intends to use the net proceeds from the transactions for working capital purposes.
The Inducement Warrants, the Shares, the Pre-Funded Warrants and the Common Warrants described above were offered in private placement transactions pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "1933 Act"), and Rule 506 promulgated thereunder, as applicable, and, along with the shares of common stock issuable upon exercise of the Inducement Warrants, the Pre-Funded Warrants and the Common Warrants, have not been registered under the 1933 Act and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission ("SEC") or an applicable exemption from such registration requirements. The Company has agreed to file a registration statement with the SEC covering the resale of the Shares and the shares of common stock issuable upon exercise of the Inducement Warrants, the Pre-Funded Warrants and the Common Warrants.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or exemption under the securities laws of any such state or jurisdiction.
(Press release, Aptevo Therapeutics, AUG 12, 2026, View Source [SID1234670023])