Aptevo Therapeutics Inc美股招股说明书(2025-04-22版)

Our common stock is listed on the Nasdaq Capital Market under the symbol “APVO.” On April 17, 2025, the last reported sale 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 baseprospectus. See “Plan of Distribution” beginning on page S-13of this prospectus supplement for more information regarding these 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, within 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- securities with an aggregate market value of $4,103,293 pursuant to General Instruction I.B.6 of Form S-3.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“Risk Factors” beginning on page S-9of this prospectus supplement and the risk factors incorporated by reference into thisprospectus supplement and the accompanying prospectus. Price Per ShareTotalPublic offering price$0.86$2,003,288 Table of Contents Use of ProceedsDescription of Securities Offered Plan of DistributionLegal MattersIncorporation of Certain Documents by ReferenceWhere You Can Find More InformationBase ProspectusAbout this ProspectusSummaryThe Securities We May OfferRisk FactorsForward-Looking StatementsUse of ProceedsDescription of Capital Stock ABOUT THIS PROSPECTUS SUPPLEMENTThis 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 with 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 or representations. You should assume that theinformation appearing in this prospectus supplement, the accompanying base prospectus, the documents incorporated by referencein this prospectus supplement and the accompanying base prospectus and any free writing prospectus we have authorized for use inconnection with this offering is accurate only as of the respective dates of those documents. Our business, financial condition, some of the documents described herein, but reference is made to the actual documents for complete information. All of thesummaries are qualified in their entirety by the full text of the actual documents, some of which have been filed or will be filed and that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that isincorporated by reference into this prospectus supplement or the accompanying base prospectus were made solely for the benefit ofthe parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, andshould not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants S-i headings in the documents incorporated by reference herein and t