As filed with the Securities and Exchange Commission on June 28, 2016
File No. 001-37746
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
To
Form 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of
the Securities Exchange Act of 1934
Aptevo Therapeutics Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 81-1567056 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer Identification number) | |
2401 4th Avenue, Suite 1050 Seattle, Washington | 98121 | |
| (Address of principal executive offices) | (Zip Code) | |
(206) 838-0500
(Registrant’s telephone number, including area code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered | Name of Each Exchange on which Each Class is to be Registered | |
| Common Stock, par value $0.001 per share | The NASDAQ Stock Market LLC |
Securities to be registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x | Smaller reporting company | ¨ | |||
APTEVO THERAPEUTICS INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT
AND ITEMS OF FORM 10
Certain information required to be included herein is incorporated by reference to specifically identified portions of the body of the information statement filed herewith as Exhibit 99. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.
| Item 1. | Business. |
The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Certain Relationships and Related Party Transactions,” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.
| Item 1A. | Risk Factors. |
The information required by this item is contained under the section of the information statement entitled “Risk Factors.” That section is incorporated herein by reference.
| Item 2. | Financial Information. |
The information required by this item is contained under the sections of the information statement entitled “Capitalization,” “Unaudited Pro Forma Combined Financial Information,” “Selected Historical Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Index to Financial Statements” and the financial statements referenced therein. Those sections are incorporated herein by reference.
| Item 3. | Properties. |
The information required by this item is contained under the section of the information statement entitled “Business—Properties.” That section is incorporated herein by reference.
| Item 4. | Security Ownership of Certain Beneficial Owners and Management. |
The information required by this item is contained under the section of the information statement entitled “Security Ownership of Certain Beneficial Owners and Management.” That section is incorporated herein by reference.
| Item 5. | Directors and Executive Officers. |
The information required by this item is contained under the section of the information statement entitled “Management.” That section is incorporated herein by reference.
| Item 6. | Executive Compensation. |
The information required by this item is contained under the sections of the information statement entitled “Compensation Discussion and Analysis” and “Executive Compensation.” Those sections are incorporated herein by reference.
| Item 7. | Certain Relationships and Related Transactions. |
The information required by this item is contained under the sections of the information statement entitled “Management” and “Certain Relationships and Related Party Transactions.” Those sections are incorporated herein by reference.
| Item 8. | Legal Proceedings. |
The information required by this item is contained under the section of the information statement entitled “Business—Legal Proceedings.” That section is incorporated herein by reference.
| Item 9. | Market Price of, and Dividends on, the Registrant’s Common Equity and Related Stockholder Matters. |
The information required by this item is contained under the sections of the information statement entitled “Dividend Policy,” “Capitalization,” “The Separation and Distribution,” and “Description of Aptevo’s Capital Stock.” Those sections are incorporated herein by reference.
| Item 10. | Recent Sales of Unregistered Securities. |
The information required by this item is contained under the section of the information statement entitled “Description of Aptevo’s Capital Stock—Sale of Unregistered Securities.” That section is incorporated herein by reference.
| Item 11. | Description of Registrant’s Securities to be Registered. |
The information required by this item is contained under the sections of the information statement entitled “Dividend Policy,” “The Separation and Distribution,” and “Description of Aptevo’s Capital Stock.” Those sections are incorporated herein by reference.
| Item 12. | Indemnification of Directors and Officers. |
The information required by this item is contained under the section of the information statement entitled “Description of Aptevo’s Capital Stock—Limitation of Liability and Indemnification of Officers and Directors.” That section is incorporated herein by reference.
| Item 13. | Financial Statements and Supplementary Data. |
The information required by this item is contained under the section of the information statement entitled “Index to Financial Statements” and the financial statements referenced therein. That section is incorporated herein by reference.
| Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
None.
| Item 15. | Financial Statements and Exhibits. |
| (a) | Financial Statements |
The information required by this item is contained under the sections of the information statement entitled “Unaudited Pro Forma Combined Financial Information” and “Index to Financial Statements” and the financial statements referenced therein. Those sections are incorporated herein by reference.
| (b) | Exhibits |
See below.
Exhibit Number | Exhibit Description | |
| 2** | Form of Separation and Distribution Agreement by and between Emergent BioSolutions Inc. and Aptevo Therapeutics Inc. (schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The company hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.) | |
| 3.1** | Form of Restated Certificate of Incorporation of Aptevo Therapeutics Inc. | |
| 3.2** | Form of Amended and Restated By-Laws of Aptevo Therapeutics Inc. | |
| 4.1* | Form of Common Stock Certificate | |
| 4.2* | Form of Registration Rights Agreement by and among Aptevo Therapeutics Inc. and the stockholders parties thereto | |
| 10.1* | Form of Transition Services Agreement by and between Emergent BioSolutions Inc. and Aptevo Therapeutics Inc. | |
| 10.2** | Form of Tax Matters Agreement by and between Emergent BioSolutions Inc. and Aptevo Therapeutics Inc. | |
| 10.3* | Form of Employee Matters Agreement by and between Emergent BioSolutions Inc. and Aptevo Therapeutics Inc. | |
| 10.4* | Form of Manufacturing Services Agreement by and between Emergent BioSolutions Inc. and Aptevo Therapeutics Inc. | |
| 10.5* | Form of Canadian Distributor Agreement by and between Emergent BioSolutions Inc. and Aptevo Therapeutics Inc. | |
| 10.6* | Form of Trademark License Agreement by and between Emergent BioSolutions Inc. and Aptevo Therapeutics Inc. | |
| 10.7* | Form of Product License Agreement by and between Emergent BioSolutions Inc. and Aptevo Therapeutics Inc. | |
| 10.8** | Form of Promissory Note made by Emergent BioSolutions Inc. in favor of Aptevo Therapeutics Inc. | |
| C 10.9** | Form of Indemnity Agreement for directors and senior officers | |
| C 10.10* | Form of Aptevo Therapeutics Inc. 2016 Stock Incentive Plan | |
| C 10.11* | Form of Aptevo Therapeutics Inc. Senior Management Severance Plan | |
| 10.12** | Fourth and Battery Office Lease, dated as of April 28, 2003, by and between Emergent Product Development Seattle, LLC (as successor-in-interest to Trubion Pharmaceuticals, Inc. and Genecraft, Inc.) and Selig Real Estate Holdings Eight L.L.C. (the “Seattle Office Lease”) | |
| 10.13** | Seattle Office Lease Amendment, dated December 8, 2004 | |
| 10.14** | Seattle Office Lease Amendment, dated February 1, 2006 | |
| 10.15** | Seattle Office Lease Amendment, dated February 2, 2007 | |
| 10.16** | Seattle Office Lease Amendment, dated June 7, 2010 | |
| 10.17** | Seattle Office Lease Amendment, dated December 21, 2010 | |
| 10.18** | Seattle Office Lease Amendment, dated July 17, 2012 | |
| 10.19** | Seventh Amendment to Seattle Office Lease, dated December 5, 2014 | |
Exhibit Number | Exhibit Description | |
| 10.20†* | License and Co-Development Agreement, dated as of August 19, 2014, by and between Emergent Product Development Seattle, LLC and MorphoSys AG (the “MorphoSys Collaboration Agreement”) | |
| 10.21†** | First Amendment to MorphoSys Collaboration Agreement, dated June 19, 2015 | |
| 10.22†** | Second Amendment to MorphoSys Collaboration Agreement, dated December 7, 2015 | |
| 10.23†** | Amended and Restated License Agreement, dated as of November 28, 2008, by and between Cangene Corporation (as successor-in-interest to Inspiration Biopharmaceuticals, Inc.) and The University of North Carolina at Chapel Hill, as amended on June 14, 2012 | |
| 10.24†** | CMC Commercial Supply (Manufacturing Services) Agreement, dated June 17, 2011, between CMC ICOS Biologics, Inc. and Aptevo BioTherapeutics LLC (as successor-in-interest to Inspiration Biopharmaceuticals, Inc.) | |
| 10.25†** | Settlement and Amendment, dated November 20, 2012, Concerning a Manufacturing Agreement dated December 2, 2005 and a Commercial Supply Agreement dated June 20, 2011 between CMC ICOS Biologics, Inc. and Aptevo BioTherapeutics LLC (as successor-in-interest to Inspiration Biopharmaceuticals, Inc.) | |
| 10.26†** | Supply Agreement, dated April 29, 2014, between Aptevo BioTherapeutics LLC and Rovi Contract Manufacturing, S.L. | |
| 10.27†** | Manufacturing Services Agreement, dated May 27, 2015, Aptevo BioTherapeutics LLC and Patheon UK Limited | |
| C 10.28* | Form of Aptevo Therapeutics Inc. Converted Equity Awards Incentive Plan | |
| 21* | Subsidiaries of Aptevo Therapeutics Inc. | |
| 99* | Information Statement of Aptevo Therapeutics Inc., preliminary and subject to completion, datedMay 31, 2016 | |
| * | Filed herewith. |
| ** | Previously Filed. |
| *** | To be filed by amendment. |
| C | Management contract or compensatory plan or arrangement. |
| † | Confidential treatment requested from the Securities and Exchange Commission as to certain portions, which portions have been omitted and filed separately with the Securities and Exchange Commission. |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 to Registration Statement on Form 10 to be signed on its behalf by the undersigned, thereunto duly authorized.
| APTEVO THERAPEUTICS INC. | ||
| By: | /s/ Robert G. Kramer | |
| Name: | Robert G. Kramer | |
| Title: | President | |
Date: June 28, 2016
