Underwriting Agreement
On March 7, 2019, Aptevo Therapeutics Inc. (“Aptevo”) entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Jaffray & Co., as representative of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale of (i) 19,850,000 shares (the “Shares”) of its Common Stock (“Common Stock”), (ii) warrants to purchase up to 22,000,000 shares of Common Stock (the “Warrants”) and(iii) pre-funded warrants to purchase up to 2,150,000 shares of Common Stock at an exercise price of $0.01 per share (the“Pre-Funded Warrants”). The Warrants are exercisable immediately upon issuance at an initial exercise price of $1.30 per share and will expire five years from the date of issuance. ThePre-Funded Warrants are exercisable immediately upon issuance at an initial exercise price of $0.01 per share and will expire ten years from the date of issuance.
The combined public offering price in this offering for each Share and accompanying Warrant is $1.00 and the combined public offering price in this offering for eachPre-Funded Warrant and accompanying Warrant is $0.99. The net proceeds to Aptevo from this offering are expected to be approximately $20.2 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by Aptevo, and excluding any proceeds Aptevo may receive upon exercise of the Warrants andPre-Funded Warrants.
The exercise price and the number of shares of Common Stock purchasable upon the exercise of the Warrants andPre-Funded Warrants are subject to adjustment upon the occurrence of specific events, including sales of additional shares of Common Stock, stock dividends, stock splits, reclassifications and combinations of Aptevo’s Common Stock. If, at any time Warrants orPre-Funded Warrants are outstanding, any fundamental transaction occurs, as described in the Warrants andPre-Funded Warrants and generally including any consolidation or merger into another corporation, the consummation of a transaction whereby another entity acquires more than 50% of Aptevo’s outstanding voting stock, or the sale of all or substantially all of its assets, the successor entity must assume the obligations to the Warrant holders. Additionally, in the event of a fundamental transaction, other than one in which a successor entity that is a publicly traded corporation assumes the Warrants orPre-Funded Warrants, each holder will have the right to require Aptevo, or its successor, to repurchase the Warrants orPre-Funded Warrants for an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of such warrants.
The offering is being made pursuant to an effective registration statement onForm S-3 (Registration Statement No.333-221499), as previously filed with the Securities and Exchange Commission, and a related prospectus.
The Underwriting Agreement contains customary representations, warranties and agreements by Aptevo, customary conditions to closing, indemnification obligations of Aptevo and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. Broadridge Financial Solutions, Inc. will act as warrant agent for the Warrants andPre-Funded Warrants.
The Underwriting Agreement, the form of Warrant and form ofPre-Funded Warrant are filed as Exhibit 1.1, Exhibit 4.1 and Exhibit 4.2, respectively, and the description of the terms of the Underwriting Agreement, the Warrants and thePre-Funded Warrants are qualified in their entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the Shares, Warrants andPre-Funded Warrants is attached as Exhibit 5.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
