Aptevo Therapeutics Inc美股招股说明书(2025-11-25版)

This prospectus relates to the offer and sale of up to 6,903,755 shares (the “shares”) of our common stock, par value$0.001 per share (“common stock”) by YA II PN, LTD. (“YA” or the “selling stockholder”), a Cayman Islands exempt limited The shares of common stock being offered by the selling stockholder are to be issued pursuant to the Standby EquityPurchase Agreement dated June 16, 2025 that we entered into with YA (the “Purchase Agreement”). We are not selling anysecurities under this prospectus and will not receive any of the proceeds from the sale of our shares by the selling stockholder.However, we may receive up to $25.0 million (the “Commitment Amount”) in aggregate gross proceeds from sales of our shares toYA that we may make under the Purchase Agreement, from time to time during the 36 months following the execution of thePurchase Agreement (the “Advance Shares”). Pursuant to the Purchase Agreement, we paid a structuring fee in the amount of$25,000 to YA, and the Company has agreed to pay a commitment fee to YA in an amount equal to 2.00% of the CommitmentAmount to YA as consideration for its irrevocable commitment to purchase our shares of common stock under the PurchaseAgreement. The commitment fee shall be paid by the Company in five equal quarterly installments. The first installment of the The selling stockholder may sell the shares of common stock included in this prospectus in a number of different ways andat varying prices. We provide more information about how the selling stockholder may sell the shares in the section entitled “Plan The selling stockholder will pay all brokerage fees and commissions and similar expenses in connection with the offer andsale of the shares by the selling stockholder pursuant to this prospectus. We will pay the expenses (except brokerage fees and Our common stock is listed on the Nasdaq Capital Market ("Nasdaq") under the symbol “APVO.” On November 24, 2025,the last reported sale price of our common stock on the Nasdaq Capital Market was $1.18 per share. Numbers in this prospectusreflect the reverse stock split of our common stock at the reverse split ratio of 1-for-20 that was affected on May 23, 2025. You should read this prospectus, together with additional information described under the headings “Incorporation ofCertain Information By Reference”and “Where You Can Find More Information,” carefully before you invest in any of oursecurities. Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 6of this prospectus and in the documents incorporated by reference into this prospectus for a discussion of risks that should Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is acriminal offense. The date of this prospectus is November 25, 2025. ABOUT THIS PROSPECTUS We incorporate by reference important information into this prospectus. You may obtain the information incorporated byreference without charge by following the instructions under “Where You Can Find More Information.”You should carefully read We have not, and the selling stockholder has not, authorized anyone to provide any information or to make anyrepresentations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or towhich we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may give you. This prospectus is an offer to sell only the securities offered hereby, and only undercircumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free The information incorporated by reference or provided in this prospectus contains statistical data and estimates, includingthose relating to market size and competitive position of the markets in which we participate, that we obtained from our owninternal estimates and research, as well as from industry and general publications and research, surveys and studies conducted bythird parties. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be For investors outside the United States: We have not, and the selling stockholder has not, done anything that would permitthis offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than This prospectus and the information incorporated by reference into this prospectus contain references to our trademarksand to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus andthe information incorporated by reference into this prospectus, including logos, artwork, and other vis