Aptevo Therapeutics $2.1 Million Registered Direct Offering and Concurrent Private Placement Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

Aptevo Therapeutics (Nasdaq:APVO) has announced a $2.1 million registered direct offering and concurrent private placement priced at $1.19 per share. The offering includes 1,764,710 shares of common stock and warrants to purchase up to 3,529,420 additional shares.

The warrants will have an exercise price of $1.19 per share, becoming exercisable upon shareholder approval and expiring 5 years from the initial exercise date. Roth Capital Partners is serving as the exclusive placement agent.

The company plans to use the proceeds for clinical development of product candidates, working capital, and general corporate purposes. Additionally, Aptevo will amend previously issued warrants from December 12, 2024, reducing their exercise price from $9.53 to $1.19 per share for 1,647,088 shares.

Positive

• Secured $2.1 million in additional funding
• Warrant exercise price aligned with current share offering price at $1.19

Negative

• Small offering size indicates funding raised
• Significant potential dilution with warrants for 3,529,420 additional shares
• Further dilution from repricing of existing warrants from $9.53 to $1.19
• At-the-market pricing suggests weak negotiating position

Insights

Biotech Investment Specialist

Aptevo's $2.1 million registered direct offering represents a concerning capital raise that signals significant financial pressure. The offering price of $1.19 per share comes at a 13.8% discount to the current market price, indicating weak demand and unfavorable terms. For a company with just a $1.48 million market cap, this financing is substantially dilutive to existing shareholders.

Most troubling is the amendment to previously issued warrants, reducing their exercise price from $9.53 to $1.19 - an 87.5% reduction that effectively acknowledges a dramatic devaluation of equity over recent months. This repricing, combined with the issuance of new warrants for double the shares being sold, creates a potential tripling of the share count if all warrants are eventually exercised.

While the financing provides necessary capital for clinical development and working capital, the structure suggests the company had options. The use of Roth Capital Partners as placement agent indicates Aptevo pursued institutional channels rather than relying on retail investors. For clinical-stage biotechs without revenue, such dilutive financings are often unavoidable, but the terms here are particularly unfavorable and point to significant challenges in Aptevo's capital structure and financial outlook.

Clinical Development Strategist

This financing, while dilutive, provides crucial runway for Aptevo's immune-oncology therapeutic programs based on their proprietary ADAPTIR and ADAPTIR-FLEX platforms. The $2.1 million gross proceeds, while modest by biotech standards, could fund several months of continued clinical development for a company with Aptevo's size and stage.

The fact that Aptevo specifically earmarked the proceeds for "continued clinical development of its product candidates" indicates an organizational commitment to maintaining momentum in their clinical programs rather than merely extending operational runway. For small biotechs, maintaining this continuity is critical as interruptions in development timelines can significantly damage asset value.

However, the relatively small raise suggests this may be bridge financing rather than a comprehensive solution. Without specific mention of which programs will receive funding priority, investors should question whether all pipeline assets will continue advancing or if the company will need to focus resources on select programs. The financing's structure and size indicate Aptevo may need additional capital relatively soon, potentially creating another dilutive event if clinical milestones don't materialize to improve financing terms. This places elevated importance on near-term clinical results to strengthen the company's position before the next capital raise.

SEATTLE, WA / ACCESS Newswire / April 3, 2025 / Aptevo Therapeutics Inc. (Nasdaq:APVO) ("Aptevo" or the "Company"), a clinical-stage biotechnology company focused on developing novel immune-oncology therapeutics based on its proprietary ADAPTIR™ and ADAPTIR-FLEX™ platform technologies, announced today that it has entered into definitive securities purchase agreements for the purchase and sale of 1,764,710 shares of the Company's common stock in a registered direct offering and warrants to purchase up to 3,529,420 shares of common stock in a concurrent private placement (together with the registered direct offering, the "offering") at a combined purchase price of $1.19 per share and accompanying warrant. The warrants issued pursuant to the concurrent private placement will have an exercise price of $1.19 per share, will be exercisable upon the receipt of shareholder approval following the date of issuance and will expire 5 years from the initial exercise date. The offering is expected to close on or about April 4, 2025 subject to the satisfaction of customary closing conditions.

Roth Capital Partners is acting as the exclusive placement agent for the offering.

Aptevo expects the gross proceeds from the offering to be approximately $2.1 million, before deducting the placement agent's fees and other estimated offering expenses payable by the Company. Aptevo intends to use the net proceeds from the proposed offering for the continued clinical development of its product candidates, working capital, and other general corporate purposes.

A shelf registration statement on Form S-3 (File No. 333-284969) relating to the shares of common stock (and common stock equivalents) to be issued in the registered direct offering was previously filed with the Securities and Exchange Commission (the "SEC") and is currently effective. The registered direct offering is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement, relating to the registered direct offering that will be filed with the SEC. The warrants will be issued in a concurrent private placement. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC's website at http://www.sec.gov or by contacting Roth Capital Partners, LLC at 888 San Clemente Drive, Newport Beach CA 92660, by phone at (800) 678-9147 or by email at rothecm@roth.com.

The private placement of the warrants and the underlying shares will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and/or Regulation D thereunder. Accordingly, the securities issued in the concurrent private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the shares of common stock, nor will there be any sale of the shares of common stock in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.

The Company also has agreed to amend certain existing warrants that were previously issued December 12, 2024 to purchase up to 1,647,088 shares of the Company's common stock and have an exercise price of $9.53 per share, effective upon the closing of the offering, such existing warrants will have a reduced exercise price of $1.19 per share, shall become exercisable upon stockholder approval and will expire 5 years from the date of stockholder approval.

About Aptevo Therapeutics

Aptevo Therapeutics Inc. is a clinical-stage biotechnology company focused on developing novel bispecific immunotherapies for the treatment of cancer. The company has two clinical candidates. Mipletamig is currently being evaluated in RAINIER, a Phase 1b/2 trial for the treatment of frontline acute myeloid leukemia in combination with standard-of-care venetoclax + azacitidine. Mipletamig has received orphan drug designation ("orphan status") for AML according to the Orphan Drug Act. ALG.APV-527, a bispecific conditional 4-1BB agonist, only active upon simultaneous binding to 4-1BB and 5T4, is being co-developed with Alligator Bioscience and is being evaluated in a Phase 1 clinical trial for the treatment of multiple solid tumor types likely to express 5T4. The Company has three pre-clinical candidates with different mechanisms of action designed to target a range of solid tumors. All pipeline candidates were created from two proprietary platforms, ADAPTIR® and ADAPTIR-FLEX® The Aptevo mission is to improve treatment outcomes and transform the lives of cancer patients. For more information, please visit www.aptevotherapeutics.com.

Safe Harbor Statement

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including, without limitation, statements regarding the completion, timing, size and use of proceeds of the offering, the satisfaction of customary closing conditions related to the offering and any other statements containing the words "may," "continue to," "believes," "expects," "optimism," "potential," "designed," "promising," "plans," "will" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on Aptevo's current intentions, beliefs, and expectations regarding future events. Aptevo cannot guarantee that any forward-looking statement will be accurate. Investors should realize that if underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could differ materially from Aptevo's expectations. Investors are, therefore, cautioned not to place undue reliance on any forward-looking statement.

There are several important factors that could cause Aptevo's actual results to differ materially from those indicated by such forward-looking statements, including a deterioration in Aptevo's business or prospects; uncertainties related to market conditions, the satisfaction of customary closing conditions related to the offering, compliance with Nasdaq listing requirements, and changes in regulatory, social, macroeconomic, and political conditions. For instance, actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including the uncertainties inherent in the results of preliminary data and preclinical studies being predictive of the results of later-stage clinical trials, initiation, enrollment and maintenance of patients, and the completion of clinical trials, the availability and timing of data from ongoing clinical trials, the trial design includes combination therapies that may make it difficult to accurately ascertain the benefits of APVO436, expectations for the timing and steps required in the regulatory review process, expectations for regulatory approvals, the impact of competitive products, our ability to enter into agreements with strategic partners or raise funds on acceptable terms or at all and other matters that could affect the availability or commercial potential of Aptevo's product candidates, business or economic disruptions due to catastrophes or other events, including natural disasters or public health crises such as the coronavirus (referred to as COVID-19), geopolitical risks, including the current war between Russia and Ukraine, war between Israel and Hamas, and macroeconomic conditions such as economic uncertainty, rising inflation and interest rates, increased market volatility and decreased consumer confidence. These risks are not exhaustive, Aptevo faces known and unknown risks. Additional risks and factors that may affect results are set forth in Aptevo's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and its subsequent current reports on Form 8-K. The foregoing sets forth many, but not all, of the factors that could cause actual results to differ from Aptevo's expectations in any forward-looking statement. Any forward-looking statement speaks only as of the date of this press release, and, except as required by law, Aptevo does not assume any obligation to update any forward-looking statement to reflect new information, events, or circumstances.

CONTACT:

Miriam Weber Miller
Aptevo Therapeutics
Email: IR@apvo.com or Millerm@apvo.com
Phone: 206-859-6628

SOURCE: Aptevo Therapeutics

View the original press release on ACCESS Newswire

FAQ

What is the size and price of Aptevo Therapeutics' (APVO) latest offering?

Aptevo's offering consists of 1,764,710 common shares and warrants for 3,529,420 shares, priced at $1.19 per share, totaling $2.1 million in gross proceeds.

How will APVO use the proceeds from the $2.1M offering?

Aptevo plans to use the net proceeds for clinical development of product candidates, working capital, and general corporate purposes.

What are the terms of the warrants in APVO's April 2025 offering?

The warrants have a $1.19 exercise price, become exercisable upon shareholder approval, and expire 5 years from the initial exercise date.

How are APVO's December 2024 warrants being modified?

Previous warrants for 1,647,088 shares will have their exercise price reduced from $9.53 to $1.19 per share, becoming exercisable upon stockholder approval.