Aptevo Therapeutics Inc美国招股说明书（2025年4月22日版）

APTEVO THERAPEUTICS INC. 2,324,000 Shares of Common Stock We are offering directly to investors 2,324,000 shares (the "shares") of our common stock, $0.001 par value per share(“common stock”), in a registered direct offering pursuant to this prospectus supplement and the accompanying prospectus and a Our common stock is listed on the Nasdaq Capital Market under the symbol “APVO.” On April 17, 2025, the last reportedsale price of our common stock on the Nasdaq Capital Market was $0.862 per share. We have engaged Roth Capital Partners, LLC to act as exclusive placement agent in connection with this offering. Theplacement agent is not purchasing or selling any securities offered by this prospectus supplement and the accompanying base As of April 18, 2025, the aggregate market value of our outstanding common stock held by non-affiliates wasapproximately $12,312,054.82, which we calculated based on 3,223,214 shares of outstanding common stock as of April 18, 2025,of which 3,223,051 shares were held by non-affiliates, and a price per share of $3.82 as of February 28, 2025, which is a datewithin 60 days prior to the filing date of this prospectus supplement. Pursuant to General Instruction I.B.6 of Form S-3, in no eventwill we sell, pursuant to the registration statement of which this prospectus supplement and the accompanying prospectus form apart, securities with a value exceeding one-third of the aggregate market value of our outstanding common stock held by non- Investing in our securities involves a high degree of risk. Before making an investment decision, you shouldcarefully review and consider all of the information set forth in this prospectus supplement, the accompanying prospectusand the documents incorporated by reference herein and therein, including the risks and uncertainties described under Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any (1)We have agreed to pay the placement agent a cash fee equal to 7.0% of the aggregate proceeds from this offering.See“Plan of Distribution” beginning on page S-13of this prospectus supplement for information about the placement Delivery of the shares of common stock to the investors is expected to be made on or about April 22, 2025, subject to customaryclosing conditions. Roth Capital Partners The date of this prospectus supplement is April 21, 2025. Table of Contents Prospectus Supplement About this Prospectus SupplementCautionary Note Regarding Forward-Looking InformationProspectus Supplement SummaryThe OfferingRisk FactorsUse of ProceedsDescription of Securities OfferedPlan of DistributionLegal MattersExpertsIncorporation of Certain Documents by ReferenceWhere You Can Find More Information Base Prospectus About this ProspectusSummaryThe Securities We May OfferRisk FactorsForward-Looking StatementsUse of ProceedsDescription of Capital StockDescription of Debt SecuritiesDescription of WarrantsLegal Ownership of SecuritiesPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationIncorporation of Certain Information by Reference ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a registration statement that we filed withthe Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. Each time we conduct an offering tosell securities under the accompanying base prospectus we will provide a prospectus supplement that will contain specificinformation about the terms of that offering, including the price, the amount of securities being offered and the plan of distribution.The shelf registration statement was initially filed with the SEC on February 14, 2025 and was declared effective by the SEC onFebruary 26, 2025. This prospectus supplement describes the specific details regarding this offering and may add, update or changeinformation contained in the accompanying base prospectus. The accompanying base prospectus provides general informationabout us and our securities, some of which, such as the section entitled “Plan of Distribution,” may not apply to this offering. This If information in this prospectus supplement is inconsistent with the accompanying base prospectus or the informationincorporated by reference with an earlier date, you should rely on this prospectus supplement. This prospectus supplement, togetherwith the base prospectus, the documents incorporated by reference into this prospectus supplement and the accompanying baseprospectus and any free writing prospectus we have authorized for use in connection with this offering include all materialinformation relating to this offering. We have not, and the placement agent has not, authorized anyone to provide you with differentor additional information and you must not rely on any unauthorized information