S-1/A: Aptevo Therapeutics Seeks Up to $4.4 Million in Public Offering to Advance Cancer Immunotherapy Pipeline

Aptevo Therapeutics is launching a public offering of common stock and warrants to raise capital for clinical programs and general corporate purposes.

Summary

• Aptevo Therapeutics is conducting a public offering of up to 6,024,096 shares of common stock, along with common warrants to purchase up to 12,048,192 shares.
• Pre-funded warrants are also being offered to purchasers who would exceed ownership thresholds of 4.99% or 9.99% of the company's outstanding common stock.
• Each share of common stock or pre-funded warrant is offered with two common warrants, each exercisable for one share of common stock.
• The assumed combined public offering price is $0.83 per share and common warrant, based on the last reported sale price on June 10, 2024.
• The common warrants will be exercisable upon stockholder approval at an exercise price of $ per share and will expire five years from the date of Stockholder Approval.
• The pre-funded warrants are exercisable upon issuance at $0.0001 per share and expire when fully exercised.
• The offering is on a reasonable best efforts basis, with Roth Capital Partners, LLC acting as the exclusive placement agent and Dawson James Securities, Inc. acting as co-agent.
• The company estimates net proceeds of approximately $4.4 million, which will be used for working capital, clinical programs, and general corporate purposes.
• The offering will terminate no later than July 12, 2024, unless terminated earlier at the company's discretion.
• Aptevo's common stock is listed on the Nasdaq Capital Market under the symbol APVO.
• The company intends to take all reasonable measures available to regain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq, including by effecting a reverse stock split.

Sentiment

Score: 4

Explanation: The document outlines a necessary capital raise due to financial constraints, which is generally viewed as a neutral to slightly negative event. The company's Nasdaq listing compliance issues further contribute to the lower sentiment score.

Positives

• The offering aims to provide additional capital to advance Aptevo's clinical programs and pipeline.
• The company has flexibility in using the proceeds for working capital and general corporate purposes.
• The inclusion of pre-funded warrants allows for participation from a broader range of investors.
• Aptevo intends to use reasonable best efforts to seek Stockholder Approval for issuances of shares of common stock issuable upon exercise of the common warrants.

Negatives

• There is no guarantee that the Stockholder Approval will ever be obtained.
• The common warrants are not exercisable until Stockholder Approval and may not have any value.
• The actual offering amount, placement agent fees and proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth on the cover page of this prospectus.
• The common warrants and pre-funded warrants are speculative in nature.
• The Company may be eligible for an additional 180-day period to regain compliance if the Company meets all other listing standards of Nasdaq, with the exception of the bid price requirement, and provides written notice to Nasdaq of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.
• There can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by the Panel, such appeal would be successful.

Risks

• The company has broad discretion in the use of the net proceeds from this offering and may not use them effectively.
• Investors will experience immediate and substantial dilution in the net tangible book value per share of the common stock they purchase.
• There is no public market for the common warrants or pre-funded warrants being offered.
• The common warrants are not exercisable until Stockholder Approval and may not have any value.
• The common warrants and pre-funded warrants are speculative in nature.
• This is a reasonable best efforts offering, no minimum amount of securities is required to be sold, and we may not raise the amount of capital we believe is required for our business plans, including our near-term business plans.
• Resales of our common stock in the public market during this offering by our stockholders may cause the market price of our common stock to fall.
• Our common stock may be at risk for delisting from the Nasdaq Capital Market in the future if we do not maintain compliance with Nasdaq's continued listing requirements.
• If our common stock is not listed 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 amended.
• This offering may cause the trading price of our common stock to decrease.

Future Outlook

Aptevo intends to use the net proceeds from this offering for working capital to fund our clinical programs and general corporate purposes, including the further development of our product candidates.

Industry Context

Bispecific therapeutics are increasingly recognized as potent anti-cancer agents, with nine new bispecific agents approved by the FDA in the last three years and 125 bispecific drug candidates currently in development.

Comparison to Industry Standards

• The document does not contain specific comparisons to industry standards or comparable companies.
• The document mentions that nine 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 candidates currently in development.

Stakeholder Impact

• Shareholders will experience dilution as a result of the offering.
• The offering aims to provide additional capital to advance Aptevo's clinical programs and pipeline, which could benefit patients and the company's long-term prospects.

Next Steps

• The company intends to take all reasonable measures available to regain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq, including by effecting a reverse stock split.
• The company plans to initiate a dose optimization Phase 1b/2 trial in the second half of 2024, in frontline AML patients who will receive a combination of APVO436 + Venetoclax + Azacitidine to assess safety and efficacy of APVO436 and to determine an optimal dose.
• Aptevo intends to use reasonable best efforts to seek Stockholder Approval for issuances of shares of common stock issuable upon exercise of the common warrants.

Key Dates

Keywords

public offering, common stock, warrants, pre-funded warrants, clinical programs, cancer immunotherapy, APVO, Nasdaq, biotechnology, financing