0001671584false00016715842024-02-052024-02-05

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 05, 2024

 

 

APTEVO THERAPEUTICS INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-37746

81-1567056

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

2401 4th Avenue

Suite 1050

 

Seattle, Washington

 

98121

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (206) 838-0500

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.001 par value

 

APVO

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

On February 5, 2024, Aptevo Therapeutics Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”), at which the Company’s stockholders:

 

(1)
Approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio in the range of 1-for-15 to 1-for-44, with such ratio to be determined in the discretion of the Board of Directors of the Company (the “Board”) and with such reverse stock split to be effected at such time and date, if at all, as determined by the Board in its sole discretion (Proposal 1);
(2)
Approved, in accordance with Nasdaq Listing Rule 563(d), the issuance of more than 19.99% of the Company’s outstanding common stock, par value $0.001 per share, issuable upon the exercise of New Series A-2 Warrants and New Series B-2 Warrants with the right for such potential exercise to occur immediately following the date upon which stockholders approve this proposal (Proposal 2); and
(3)
Approved an authorization to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of Proposal 1 or Proposal 2.

 

The tables below set forth the results of the vote of the Company’s stockholders for the Special Meeting.

 

Proposal 1: To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company common stock at a ratio in the range of 1-for-15 to 1-for-44, with such ratio to be determined in the discretion of the Board and with such reverse stock split to be effected at such time and date, if at all, as determined by the Board in its sole discretion.

 

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

7,159,500

 

2,477,700

 

27,721

 

0

 

Proposal 2: To approve, in accordance with Nasdaq Listing Rule 563(d), the issuance of more than 19.99% of the Company’s outstanding common stock, par value $0.001 per share, issuable upon the exercise of New Series A-2 Warrants and New Series B-2 Warrants with the right for such potential exercise to occur immediately following the date upon which stockholders approve this proposal.

 

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

3,977,073

 

1,495,805

 

26,255

 

4,165,788

Proposal 3: To authorize an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of Proposal 1 or Proposal 2.

 

No adjournment of the Special Meeting was necessary.

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

APTEVO THERAPEUTICS INC.

 

 

 

 

Date:

February 6, 2024

By:

/s/ Marvin L. White

 

 

 

Marvin L. White
President and Chief Executive Officer

 

 

v3.24.0.1
Document And Entity Information
Feb. 05, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 05, 2024
Entity Registrant Name APTEVO THERAPEUTICS INC.
Entity Central Index Key 0001671584
Entity Emerging Growth Company false
Entity File Number 001-37746
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 81-1567056
Entity Address, Address Line One 2401 4th Avenue
Entity Address, Address Line Two Suite 1050
Entity Address, City or Town Seattle
Entity Address, State or Province WA
Entity Address, Postal Zip Code 98121
City Area Code (206)
Local Phone Number 838-0500
Entity Information, Former Legal or Registered Name Not Applicable
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value
Trading Symbol APVO
Security Exchange Name NASDAQ
Aptevo Therapeutics (NASDAQ:APVO)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Aptevo Therapeutics Charts.
Aptevo Therapeutics (NASDAQ:APVO)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Aptevo Therapeutics Charts.