Equity | Note 11. Equity C ommon Stock The Company issued warrants to purchase shares of our common stock outstanding related to our March 11, 2019 public offering. For the years ended December 31, 2021 and December 31, 2020, certain of the holders of the Company’s warrants exercised For the year ended December 31, 2021, we did not issue any common stock due to the vesting of RSUs. For the year ended December 31, 2020, we issued 9,206 of common stock due to the vesting of RSUs. For the years ended December 31, 2021 and December 31, 2020, we received proceeds of $0.2 million and $0.02 million upon the exercise of stock options which resulted in the issuance of 26,082 and 2,158 shares of common stock, respectively. Lincoln Park Purchase Agreement On December 20, 2018, we entered into a Purchase Agreement, and a registration rights agreement, with Lincoln Park (the Purchase Agreement). Pursuant to the Purchase Agreement, Lincoln Park has committed to purchase up to $35.0 million worth of our common stock over a 36-month period commencing on February 13, 2019, the date the registration statement covering the resale of the shares was declared effective by the SEC. Under the Purchase Agreement, on any business day selected by us, we may direct Lincoln Park to purchase shares of our common stock provided that Lincoln Park’s maximum commitment on any single day does not exceed $2.0 million. The purchase price per share will be based off of prevailing market prices of our common stock immediately preceding the time of sale; provided, however, that we cannot direct any such purchase if the prevailing market price is less than $1.00. For the year ended December 31, 2021, the Company issued 407,047 shares of common stock to Lincoln Park under the 2018 Purchase Agreement. We received $10.2 million in proceeds from issuance of these shares over the three-year period. The Company did not issue any shares of common stock to Lincoln Park under the Purchase Agreement for the year ended December 31, 2020. Our 2018 Purchase Agreement and Registration Rights Agreement with Lincoln Park expired in March 2022. On February 16, 2022, the Company entered into a new Purchase Agreement and a Registration Rights Agreement with Lincoln Park. Under the new Purchase Agreement, Lincoln Park committed to purchase up to $35.0 million worth of our common stock over a 36-month period commencing after the satisfaction of certain conditions set forth in the Purchase Agreement. The purchase price per share will be based off of prevailing market price; provided, however, that the prevailing market price is not below $1.00. The Company agreed to issue 99,276 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 Purchase Agreement. Rights Plan On November 8, 2020, our Board of Directors (Board) approved and adopted a 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. 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, at an exercise price of $400.00 per one one-thousandth of a Series A Junior Participating Preferred Share, subject to adjustment. 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. The Rights Agreement was amended on November 4, 2021 to extend the expiration date of such agreement from November 8, 2021 to November 5, 2022. Equity Distribution Agreement On December 14, 2020, we entered into an Equity Distribution Agreement (the Equity Distribution Agreement) with Piper Sandler. The Equity Distribution Agreement provides that, upon the terms and subject to the conditions set forth therein, we may issue and sell through Piper Sandler, acting as sales agent, shares of our common stock, $0.001 par value per share, having an aggregate offering price of up to $50 million. This offering supersedes and replaces the program we commenced in December 2017. We have no obligation to sell any such shares under the Equity Distribution Agreement. The sale of such shares of common stock by Piper Sandler will be effected pursuant to a Registration Statement on Form S-3, which we filed on December 14, 2020. We issued no shares under the Equity Distribution Agreement in 2021. C onverted Equity Awards Incentive Plan In connection with the spin-off from Emergent in August 2016, we adopted the Converted Equity Awards Incentive Plan (Converted Plan) and outstanding equity awards of Emergent held by Aptevo employees were converted into or replaced with equity awards of Aptevo (Conversion Awards). A total of 0.1 million shares of Aptevo common stock have been authorized for issuance under the Converted Plan. 2016 Stock Incentive Plan On August 1, 2016, the Company adopted the 2016 Stock Incentive Plan (the 2016 SIP). A total of 0.2 million shares of Aptevo common stock have been authorized for issuance under the 2016 SIP in the form of equity stock options. On May 31, 2017, at the 2017 Annual Meeting of Stockholders (Annual Meeting), the Company’s stockholders approved the amendment and restatement of the Company’s 2016 SIP (Restated 2016 Plan) to, among other things, increase the number of authorized shares issuable by 0.1 million shares of Aptevo common stock. The Restated 2016 Plan was previously approved, subject to stockholder approval, by the Board of Directors of the Company. 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 (2018 SIP), which replaced the Restated 2016 Plan 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 0.3 million shares of Aptevo common stock authorized for issuance. The 2018 Plan 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 Plan (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 0.3 million shares. As of December 31, 2021, there are less than 0.1 million shares available to be granted under the 2018 SIP. Stock options under the 2018 SIP generally vest pro rata over a three-year three-year 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 consolidated statements of operations as follows: For the Year Ended December 31, (in thousands) 2021 2020 Research and development $ 510 $ 471 General and administrative 1,133 784 Total stock-based compensation expense $ 1,643 $ 1,255 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 nonemployee options are generally consistent with the assumptions used for options granted to employees. In the event the Company terminates any of its consulting agreements, the unvested options underlying the agreements would also be cancelled. 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 Year Ended December 31, 2021 2020 Expected dividend yield 0.00% 0.00% Expected volatility 99.15% 87.78% Risk-free interest rate 0.61% 1.97% Expected average life of options 5 years 7 years Management has applied an estimated forfeiture rate of 23% and 16% for the year ended December 31, 2021 and December 31, 2020, respectively. Expected volatility increased, as our stock price fluctuated from a low of $6.48 to a high of $40.59 throughout the year ended December 31, 2021, compared to a low of $3.11 and high of $48.36 for the year ended December 31, 2020. The following is a summary of option activity for the year ended December 31, 2021: Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Term Aggregate Intrinsic Value Outstanding at December 31, 2020 212,581 $ 8.32 8.78 $ — Granted 229,162 30.67 — — Exercised (26,185 ) 8.42 — 415,274 Forfeited (81,146 ) 20.02 — — Outstanding at December 31, 2021 334,412 19.17 8.70 43,210 Exercisable at December 31, 2021 114,929 8.42 8.17 14,454 Vested and expected to vest at December 31, 2021 278,917 $ 17.83 8.62 $ 38,545 As of December 31, 2021, we had $3.4 million of unrecognized compensation expense related to options expected to vest over a weighted average period of 2.1 years. The weighted average remaining contractual life of outstanding and exercisable options is 8.2 years. For the year ended December 31, 2021, 81,146 shares were forfeited, compared to 325,904 shares forfeited in the year ended December 31, 2020. The weighted-average grant date fair value per share of options granted during the years ended December 31, 2021 and 2020 was $23.02 and $5.32, respectively. The total intrinsic value of options exercised for the years ended December 31, 2021 and 2020 was $0.4 million and $0.1 million, respectively. The total fair value of stock options vested for the years ended December 31, 2021 and 2020 was $1.6 million and $0.9 million, respectively. The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between the closing stock price of Aptevo’s common stock 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 year. Restricted Stock Units The following is a summary of restricted stock activity for the year ended December 31, 2021: Number of Units Weighted Average Fair Value per Unit Outstanding at December 31, 2020 9,000 $ 41.00 Granted 84,038 29.83 Vested (1,000 ) 41.00 Forfeited (35,228 ) 31.03 Outstanding at December 31, 2021 56,810 $ 30.66 Expected to Vest 56,810 $ 30.66 As of December 31, 2021, we had $1.4 million of unrecognized stock-based compensation expense related to RSUs expected to vest over a weighted average period of 2.2 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. Warrants In March 2019, as part of a public offering, we issued warrants to purchase up to 1,725,000 shares of our common stock, 1,571,429 of which have an exercise price of $18.20 per share and have a five-year ten-year Distinguishing Liabilities from Equity |