false000167158400016715842024-10-252024-10-25

 

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

 

FORM 8-K

 

CURRENT REPORT

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

Date of Report (Date of earliest event reported): October 25, 2024

 

 

APTEVO THERAPEUTICS INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-37746

81-1567056

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

2401 4th Avenue

Suite 1050

 

Seattle, Washington

 

98121

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (206) 838-0500

 

Not Applicable

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

 

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

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.001 par value

 

APVO

 

The Nasdaq Stock Market LLC

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 5.07 Submission of Matters to a Vote of Security Holders.

On October 25, 2024, Aptevo Therapeutics Inc. (the “Company”) held its 2024 Special Meeting of Stockholders (the “Special Meeting”), at which a quorum was present. Stockholders considered three proposals outlined below, each of which is described in more detail in the Company’s definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on October 3, 2024 (the “Proxy Statement”). The final voting results with respect to each of the proposals acted upon at the 2024 Special Meeting are set forth below.

 

Proposal 1: Approval of the stock issuance and warrant proposal

 

The issuance of more than 19.99% of the Company's outstanding Common Stock, issuable upon the exercise of Common Warrants issued pursuant to that certain Securities Purchase Agreement, dated as of September 16, 2024, which includes an exercise price adjustment provision in the event of an issuance of common stock or common stock equivalent, an option to purchase common stock or common stock equivalent, change in price of common stock or common stock equivalent or other such event as described in the Common Warrants and to approve the amendment of certain existing warrants to include the same exercise price adjustment provisions and the repricing of such existing warrants pursuant to the Securities Purchase Agreement, was approved based on the following:

 

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

593,301

412,901

5,355

2,268,029

 

Proposal 2: Approval of the Company's Amended and Restated Certificate of Incorporation

An amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company common stock at a ratio in the range of 1-for-5 to 1-for-37, with such ratio to be determined in the discretion of the Board and with such reverse stock split to be effected at such time and date, if at all, as determined by the Board in its sole discretion, was approved based on the following:

 

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

1,795,519

1,479,494

4,573

0

Proposal 3: Authorization to adjourn the Special Meeting

 

The authorization to adjourn the Special Meeting to a later date, if necessary or appropriate, was approved based on the following votes:

 

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

2,017,270

1,253,171

9,145

0

 

 

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.

 

 

 

APTEVO THERAPEUTICS INC.

 

 

 

 

Date:

October 25, 2024

By:

/s/ Marvin L. White

 

 

 

Marvin L. White
President and Chief Executive Officer

 

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Oct. 25, 2024
Cover [Abstract]  
Document Type 8-K
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Document Period End Date Oct. 25, 2024
Entity Registrant Name APTEVO THERAPEUTICS INC.
Entity Central Index Key 0001671584
Entity Emerging Growth Company false
Entity File Number 001-37746
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 81-1567056
Entity Address, Address Line One 2401 4th Avenue
Entity Address, Address Line Two Suite 1050
Entity Address, City or Town Seattle
Entity Address, State or Province WA
Entity Address, Postal Zip Code 98121
City Area Code (206)
Local Phone Number 838-0500
Entity Information, Former Legal or Registered Name Not Applicable
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value
Trading Symbol APVO
Security Exchange Name NASDAQ
Aptevo Therapeutics (NASDAQ:APVO)
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