SCHEDULE: Investment Funds Disclose 9.99% Stake in Aptevo Therapeutics Following Equity Purchase Agreement

A group of investment entities, led by YA II PN, Ltd., has disclosed a 9.99% beneficial ownership stake in Aptevo Therapeutics Inc., stemming from a new Standby Equity Purchase Agreement.

Summary

• YA II PN, Ltd. and its affiliated entities, including YA Global Investments II (U.S.), LP, Yorkville Advisors Global, LP, Yorkville Advisors Global II, LLC, YAII GP, LP, YAII GP II, LLC, Mark Angelo, and SC-Sigma Global Partners, LP, collectively reported beneficial ownership of 357,842 shares of Aptevo Therapeutics Inc. Common Stock.
• This ownership represents 9.99% of Aptevo Therapeutics Inc.'s outstanding Common Stock, calculated based on 3,224,156 shares outstanding as of June 20, 2025, plus the 357,842 shares the reporting person has the right to acquire.
• The beneficial ownership arises from a Standby Equity Purchase Agreement (SEPA) entered into on June 16, 2025, between YA II PN, Ltd. and Aptevo Therapeutics Inc.
• Under the SEPA, Aptevo Therapeutics Inc. has the option to sell up to $25 million of its Common Stock to YA II PN, Ltd., which is obligated to purchase such shares.
• The agreement includes a provision prohibiting the issuance and sale of shares to YA II PN, Ltd. if it would cause their aggregate beneficial ownership to exceed 9.99% of the then outstanding shares.

Sentiment

Score: 6

Explanation: The document indicates a new financing mechanism for Aptevo Therapeutics Inc., which provides access to capital (a positive for liquidity and operations) but also implies potential future dilution for existing shareholders (a negative). The overall sentiment is slightly positive due to the secured funding pathway.

Positives

• Aptevo Therapeutics Inc. gains access to potential capital of up to $25 million through the Standby Equity Purchase Agreement, providing a flexible financing mechanism.

Negatives

• The Standby Equity Purchase Agreement introduces potential future dilution for existing shareholders as Aptevo Therapeutics Inc. may issue new shares to YA II PN, Ltd. up to $25 million.

Risks

• Significant shareholder dilution risk if Aptevo Therapeutics Inc. utilizes the full $25 million under the Standby Equity Purchase Agreement, increasing the number of outstanding shares.
• Potential downward pressure on share price due to the ongoing possibility of new share issuances under the SEPA.

Future Outlook

Aptevo Therapeutics Inc. has the flexibility to raise up to $25 million in equity capital from YA II PN, Ltd. under the Standby Equity Purchase Agreement, subject to the 9.99% ownership cap, indicating potential future share issuances.

Industry Context

The Standby Equity Purchase Agreement is a common financing tool for biotechnology and pharmaceutical companies like Aptevo Therapeutics Inc., providing a flexible and accessible source of capital, particularly for companies in development stages that may require ongoing funding for research, clinical trials, and operational expenses.

Related Party Transactions

• The Standby Equity Purchase Agreement between Aptevo Therapeutics Inc. and YA II PN, Ltd. constitutes a related party transaction, as YA II PN, Ltd. and its affiliates become significant beneficial owners (9.99%) of Aptevo's Common Stock through this agreement.

Stakeholder Impact

• Shareholders: Potential for dilution of existing shareholdings as new shares may be issued under the Standby Equity Purchase Agreement.
• Company: Enhanced financial flexibility and access to capital for operational needs and strategic initiatives.

Next Steps

• Aptevo Therapeutics Inc. may elect to sell shares to YA II PN, Ltd. under the Standby Equity Purchase Agreement to raise capital, up to the $25 million limit and subject to the 9.99% ownership cap.

Key Dates

Keywords

Aptevo Therapeutics, YA II PN, Standby Equity Purchase Agreement, SEPA, Beneficial Ownership, Common Stock, Equity Financing, Dilution, SEC Filing, Schedule 13G