Equity | Note 10. Equity August 2023 Public Raise On August 4, 2023, we completed a public offering of common stock and warrants, which included the following: • 50,488 shares of common stock at a price of $ 27.28 per share. • Pre-funded warrants to purchase up to 132,793 shares of common stock at a price of $ 27.28 per with an exercise price of $ 0.001 per share. As of June 30, 2024, all pre-funded warrants have been exercised. • Series A and Series B common warrants to purchase up to an aggregate of 366,562 shares of common stock at an exercise price of $ 27.28 per share. We received net proceeds of $ 4.3 million, net of transaction costs, as a result of this offering. In the fourth quarter of 2023, an aggregate of 322,691 Series A and Series B common warrants were exercised as part of our November 2023 warrant inducement agreement with certain holders of our common warrants. The Series A and Series B common warrants are exercisable immediately following the date of issuance and will expire on August 4, 2028 and February 4, 2025 , respectively . In connection with a registered direct offering of the Company that closed on July 1, 2024 (the “Registered Direct Offering”), the Company amended certain existing common warrants held by certain stockholders who participated in the Registered Direct Offering that were issued in our August 2023 public offering, such that these common warrants will have a reduced exercise price equal to $ 0.515 per share and include the same exercise price adjustments as the common warrants issued in the Registered Direct Offering. As of June 30, 2024 , we have 42,555 Series A and 1,316 Series B common warrants outstanding from our August 2023 public offering with an exercise price of $ 27.28 per share. Of these outstanding common warrants, 41,239 Series A common warrants have an amended exercise price of $ 0.515 as part of the Registered Direct Offering. For additional information on the Registered Direct Offering, refer to "Note 11 Subsequent Events." If such warrants are exercised, we will receive up to an additional $ 0.1 million in gross proceeds. November 2023 Warrant Inducement On November 9, 2023, we entered into a warrant inducement agreement (the "Inducement Agreement") with certain holders of our Series A and Series B common warrants issued in connection with our August 2023 public offering to exercise for cash 140,726 Series A and 181,965 Series B common warrants at a reduced exercise price of $ 10.25 . We received $ 3.3 million in gross proceeds from the exercise of these warrants and issued an aggregate of 645,382 new Series A and new Series B warrants as follows: • 281,452 Series A common warrants to purchase an aggregate of up to 281,452 shares of common stock at $ 10.25 per share, of which 140,726 Series A-1 common warrants were immediately exercisable and 140,726 Series A-2 common warrants were exercisable at any time on or after February 5, 2024 . The Series A-1 and Series A-2 common warrants have terms of four years and eight months , and five years , respectively. • 363,930 Series B common warrants to purchase an aggregate of up to 363,930 shares of common stock at $ 10.25 per share, of which 181,965 Series B-1 common warrants were immediately exercisable and 181,695 Series B-2 common warrants were exercisable at any time on or after February 5, 2024 . The Series B-1 and Series B-2 common warrants have terms of fourteen months and twenty-four months , respectively. On July 1, 2024, in connection with the Registered Direct Offering, the Company amended certain existing common warrants held by certain stockholders who participated in the Registered Direct Offering that were issued in our November 2023 warrant inducement, such that these common warrants will have a reduced exercise price equal to $ 0.515 per share and include the same exercise price adjustments as the common warrants issued in the Registered Direct Offering. As of June 30, 2024 , we have 140,726 Series A-1, 140,726 Series A-2, 181,965 Series B-1 and 181,965 Series B-2 common warrants outstanding from our November 2023 warrant inducement with an exercise price of $ 10.25 per share. Of these outstanding common warrants, 131,964 Series A-1, 131,964 Series A-2, 173,203 Series B-1 and 173,203 Series B-2 common warrants have an amended exercise price of $ 0.515 as part of the Registered Direct Offering. For additional information on the Registered Direct Offering, refer to "Note 11 Subsequent Events." If such warrants are exercised, we will receive up to an additional $ 0.7 million in gross proceeds. April 2024 Public Raise On April 15, 2024, we completed a public offering of common stock and warrants, in which we received net proceeds of $ 4.0 million, net of transaction costs, which included the following: • 926,666 shares of common stock and accompanying common warrants to purchase up to 1,853,332 shares of common stock at a public offering price of $ 1.35 per share; and • Pre-funded warrants to purchase up to 2,473,334 shares of common stock and accompanying common warrants to purchase up to 4,946,668 shares of common stock at a combined public offering price of $ 1.3499 per pre-funded warrant, which is equal to the public offering price per share of common stock less the $ 0.0001 per share exercise price of each such pre-funded warrant. As of June 30, 2024, all pre-funded warrants have been exercised. The common warrants are exercisable immediately following the date of issuance and will expire in April 2029. On July 1, 2024, in connection with the Registered Direct Offering, the Company amended certain existing common warrants held by certain stockholders who participated in the Registered Direct Offering that were issued in our April 2024 public offering, such that these common warrants will have a reduced exercise price equal to $ 0.515 per share and include the same exercise price adjustments as the common warrants issued in the Registered Direct Offering. As of June 30, 2024 , we have 6,800,000 common warrants outstanding from our April 2024 public offering with an exercise price of $ 1.35 per share, of which 6,666,668 common warrants have an amended exercise price of $ 0.515 as part of the Registered Direct Offering. For additional information on the Registered Direct Offering, refer to "Note 11 Subsequent Events." If such warrants are exercised, we will receive up to an additional $ 3.6 million in proceeds. Number of Weighted-Average Exercise Price Weighted- Outstanding at December 31, 2023 697,220 $ 20.36 2.99 Issued 6,800,000 1.35 4.75 Exercised — — — Expired ( 7,967 ) 800.80 — Outstanding at June 30, 2024 7,489,253 $ 2.27 4.54 Exercisable at June 30, 2024 7,489,253 $ 2.27 4.54 Aptevo uses Black-Scholes valuation model for estimating the fair value of the common warrants included in the April 2024 public offering. Set forth below are the assumptions used in valuing the common warrants issued: For the Six Months Ended June 30, 2024 Expected dividend yield 0.00 % Expected volatility 110.01 % Risk-free interest rate 5.16 % Expected average life of warrants 5 years Equity Distribution Agreement The Company previously entered into an Equity Distribution Agreement with Piper Sandler (the "Equity Distribution Agreement") under which we could issue and sell through Piper Sandler shares of our common stock pursuant to a Registration Statement on Form S-3 (the "Shelf Registration Statement") which we filed on December 14, 2020, and expired in December 2023. In the six months ended June 30, 2023 , the Company issued 16,611 shares of common stock at an average price of $ 99.43 under the Equity Distribution Agreement. We received $ 1.6 million in proceeds from the issuance of these shares. Lincoln Park Purchase Agreement On February 16, 2022, we entered into a Purchase Agreement ("2022 Purchase Agreement") and a Registration Rights Agreement with Lincoln Park (the "Registration Rights Agreement") to purchase up to $ 35.0 million of our common stock over a 36-month period, for which we issued 2,256 shares of our common stock to Lincoln Park for no cash consideration as an initial fee for its commitment to purchase shares of our common stock under the 2022 Purchase Agreement. For the six months ended June 30, 2024 , we did no t issue shares of our common stock and for the six months ended June 30, 2023 , we issued 6,818 shares of our common stock to Lincoln Park under the 2022 Purchase Agreement and we received $ 0.5 million in proceeds from issuance of these shares. Our Shelf Registration Statement on Form S-3 expired on December 18, 2023, without which we cannot issue shares pursuant to the 2022 Purchase Agreement. Rights Plan On November 8, 2020, our Board approved and adopted a Rights Agreement (the "Rights Agreement"), dated as of November 8, 2020, by and between the Company and Broadridge Corporate Issuer Solutions, Inc., as rights agent, pursuant to which the Board declared a dividend of one preferred share purchase right (each, a "Right") for each outstanding share of the Company’s common stock held by stockholders as of the close of business on November 23, 2020. One Right also will be issued together with each common share issued by the Company after November 23, 2020, but before the Distribution Date (as defined in the Rights Agreement) (or the earlier redemption or expiration of the Rights) and, in certain circumstances, after the Distribution Date. When exercisable, each Right initially would represent the right to purchase from the Company one one-thousandth of a share of a newly-designated series of preferred stock , Series A Junior Participating Preferred Stock, par value $ 0.001 per share, of the Company. Subject to various exceptions, the Rights become exercisable in the event any person (excluding certain exempted or grandfathered persons) becomes the beneficial owner of ten percent ( 10 %) or more of the Company’s common stock without the approval of the Board. On November 2, 2023, we entered into amendment No. 3 to the Rights Agreement and extended the expiration of such agreement to November 4, 2024 and changed the exercise price to $ 2.02 per one one-thousandth of a Series A Junior Participating Preferred Share (as defined in the Rights Agreement), subject to adjustment. 2018 Stock Incentive Plan On June 1, 2018, at the 2018 annual meeting of the stockholders, the Company’s stockholders approved a new 2018 Stock Incentive Plan (the "2018 SIP"), which replaced the Restated 2016 Plan (the "2016 SIP") on a go-forward basis. All stock options, RSUs or other equity awards granted subsequent to June 1, 2018 have been and will be issued out of the 2018 SIP, which has 0.2 million shares of Aptevo common stock authorized for issuance. The 2018 SIP became effective immediately upon stockholder approval at the 2018 annual meeting of the stockholders. Any shares subject to outstanding stock awards granted under the 2016 SIP that (a) expire or terminate for any reason prior to exercise or settlement; (b) are forfeited because of the failure to meet a contingency or condition required to vest such shares or otherwise return to the Company; or (c) otherwise would have returned to the 2016 SIP for future grant pursuant to the terms of the 2016 SIP (such shares, the "Returning Shares") will immediately be added to the share reserve under the 2018 SIP as and when such shares become Returning Shares, up to a maximum of 0.2 million shares. On June 7, 2022, at the 2022 annual meeting of the stockholders, our stockholders approved the Amended and Restated 2018 SIP (the "Amended 2018 SIP") to increase the number of shares authorized for issuance under the 2018 SIP by 11,363 shares of common stock ( adjusted for 1-for-44 reverse stock split effective as of March 5, 2024). On June 7, 2024, at the 2024 annual meeting of the stockholders, our stockholders approved the Second Amended and Restated 2018 SIP (the "Second Amended 2018 SIP") to increase the number of shares authorized for issuance under the Amended 2018 SIP by 165,000 shares of common stock. As of June 30, 2024 , there are 0.2 million shares available to be granted under the Second Amended 2018 SIP. Stock options and RSUs under the Second Amended 2018 SIP generally vest pro rata over a one-year or three-year period. Stock options terminate ten years from the grant date, though the specific terms of each grant are determined individually. The Company’s executive officers, members of our Board, and certain other employees and consultants may be awarded options and/or RSUs with different vesting criteria, and awards granted to non-employee directors will vest over a one-year period. Option exercise and RSU grant prices for new awards granted by the Company equal the closing price of the Company’s common stock on the Nasdaq Capital Market on the date of grant. Stock-Based Compensation Expense Stock-based compensation expense includes amortization of stock options and RSUs granted to employees and non-employees and has been reported in our unaudited condensed consolidated statements of operations as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Research and development $ 49 $ 112 $ 291 $ 422 General and administrative 224 353 701 958 Total stock-based compensation expense $ 273 $ 465 $ 992 $ 1,380 The Company accounts for stock-based compensation by measuring the cost of employee services received in exchange for all equity awards granted based on the fair value of the award as of the grant date. The Company recognizes the compensation expense over the vesting period. All assumptions used to calculate the grant date fair value of non-employee equity awards are generally consistent with the assumptions used for equity awards granted to employees. In the event the Company terminates any of its consulting agreements, the unvested equity underlying the agreements would also be forfeited. The stock compensation is lower in the current period mainly due to a decrease in our stock price. Stock Options Aptevo utilizes the Black-Scholes valuation model for estimating the fair value of all stock options granted. Set forth below are the assumptions used in valuing the stock options granted: For the Six Months Ended June 30, 2024 2023 Expected dividend yield — — Expected volatility — 103.63 % Risk-free interest rate — 4.18 % Expected average life of options — 5 years The Company did no t grant stock options for the three and six months ended June 30, 2024 or for the three months ended June 30, 2023. For the six months ended June 30, 2023 , management has applied an estimated forfeiture rate of 30 %. The following is a summary of option activity for the six months ended June 30, 2024: Number of Weighted- Weighted- Balance at December 31, 2023 9,946 $ 563.19 7.38 Granted — — — Exercised — — — Forfeited ( 276 ) 658.89 — Outstanding at June 30, 2024 9,670 $ 559.24 7.04 Exercisable June 30, 2024 7,204 $ 695.34 6.58 Vested and expected to vest at June 30, 2024 9,107 $ 586.09 6.95 As of June 30, 2024 , we had $ 0.2 million of unrecognized compensation expense related to options expected to vest over a weighted-average remaining vesting period of 0.9 years. The weighted-average grant date fair value per share of options granted during the six months ended June 30, 2023 , was $ 73.92 . The total fair value of stock options vested for the six months ended June 30, 2024 and 2023 was $ 1.0 million and $ 1.1 million, respectively. The aggregate intrinsic value is the total pretax intrinsic value (the difference between the closing stock price of Aptevo’s common stock on the last trading day of June 30, 2024 and the exercise price, multiplied by the number of in the money options) that would have been received by the option holders had all the option holders exercised their options on the last trading day of the quarter. Restricted Stock Units The following is a summary of RSU activity for the six months ended June 30, 2024: Number of Weighted Balance at December 31, 2023 6,342 $ 205.08 Granted 1,672 7.19 Vested ( 2,578 ) 279.59 Forfeited ( 173 ) 84.99 Outstanding and expected to vest at June 30, 2024 5,263 $ 109.66 As of June 30, 2024 , there was $ 0.4 million unrecognized stock-based compensation expense related to unvested RSUs expected to vest over the weighted-average period of 1.13 years. The fair value of each RSU has been determined to be the closing trading price of the Company’s common stock on the date of grant as quoted on the Nasdaq Capital Market. |