Aptevo Therapeutics Inc美股招股说明书(2026-01-30版)

This prospectus relates to the offer and sale of up to 7,075,471 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 limitedpartnership. The shares of common stock being offered by the selling stockholder are to be issued pursuant to the Standby EquityPurchase Agreement dated January 8, 2026 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 $60.0 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 thecommitment fee was due and paid within five days following the date of execution of the Purchase Agreement, and each of theremaining four installments are due and payable on each successive three-month anniversary of the date of execution of thePurchase Agreement. With respect to the fourth and fifth installment of the Commitment Fee, subject to the satisfaction or waiverby YA of the conditions set forth in the Purchase Agreement, the Company has the option to pay each installment by issuing anAdvance Notice to YA requesting a number of Advance Shares equivalent to the installment of the Commitment Fee being paiddivided by the lowest volume weighted average price (“VWAP”) of the shares of Common Stock during the five consecutivetrading days immediately prior to such due date, and the proceeds due to the Company in respect of such Advance Notice will beretained by YA in satisfaction of such installment of the Commitment Fee. The Advance Shares that may be offered pursuant to thisprospectus would be purchased by YA from time to time pursuant to the Purchase Agreement at a price equal to 96% of the lowestof the three daily VWAPs during a pricing period as set forth in the Purchase Agreement and would be subject to certainlimitations. 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 “Planof Distribution.” The selling stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933,as amended, the “Securities Act”. 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 andcommissions and similar expenses) incurred in registering under the Securities Act the offer and sale of the shares included in thisprospectus by the selling stockholder. See “Plan of Distribution.” Our common stock is listed on the Nasdaq Capital Market ("Nasdaq") under the symbol “APVO.” On January 29, 2026,the last reported sale price of our common stock on the Nasdaq Capital Market was $7.39 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 and thereverse stock split of our common stock at the reverse split ratio of 1-for-18 that was affected on December 29, 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 7of this prospectus and in the documents incorporated by reference into this prospectus for a discussion of risks that shouldbe considered in connection with an investment in our securities. 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 January 30, 2026. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiPROSPECTUS SUMMARY1THE OFFERING5RISK FACTORS7SELECTED FINANCIAL DATA11USE OF PROCEEDS12DESCRIPTION OF