Aptevo Therapeutics Inc.

Previous wording

We are a clinical-stage, research and development biotechnology company focused on developing novel immunotherapy candidates for the treatment of different forms of cancer. We have developed two versatile and enabling platform technologies for rational design of precision immune modulatory drugs and have two clinical candidates and four preclinical candidates currently in development. Clinical candidate mipletamig is a CD123xCD3 T cell engager that is currently being evaluated in the RAINIER study, a Phase 1b/2 program evaluating mipletamig in combination with standard of care venetoclax + azacitidine for the treatment of frontline acute myelogenous leukemia (AML) patients who are unfit for intensive chemotherapy. The ongoing Phase 1b trial was initiated in August 2024. Results from cohorts 1 and 2 to date were highly favorable for both safety and efficacy. Clinical candidate ALG.APV-527 targets 4-1BB (co-stimulatory receptor) and 5T4 (tumor antigen). The compound is designed to reactivate antigen-primed T cells to specifically kill tumor cells and is currently being evaluated for the treatment of multiple solid tumor types in a dose escalation trial.

Current wording

We are a clinical-stage, research and development biotechnology company focused on developing novel immunotherapy candidates for the treatment of different forms of cancer. We have developed two versatile and enabling platform technologies for rational design of precision immune modulatory drugs and have two clinical candidates and six preclinical candidates currently in development. Clinical candidate mipletamig is a CD123xCD3 T cell engager that is currently being evaluated in the RAINIER study, a Phase 1b/2 program evaluating mipletamig in combination with standard of care venetoclax + azacitidine for the treatment of frontline acute myelogenous leukemia (AML) patients who are unfit for intensive chemotherapy. The ongoing Phase 1b trial was initiated in August 2024. Results from cohorts 1, 2 and 3 to date were highly favorable for both safety and efficacy. Clinical candidate ALG.APV-527 targets 4-1BB (co-stimulatory receptor) and 5T4 (tumor antigen). The compound is designed to reactivate antigen-primed T cells to specifically kill tumor cells and is currently being evaluated for the treatment of multiple solid tumor types in a dose escalation trial.

Previous wording

Preclinical candidates, APVO603, a dual agonist bispecific designed to simultaneously target 4-1BB (CD137) and OX40 (CD134), and APVO711, a bispecific checkpoint inhibitor with added functionality that targets PD-L1 and CD40, were also developed using our ADAPTIR modular protein technology platform. Our preclinical candidate APVO442 was developed using our ADAPTIR-FLEX heterodimer protein technology platform and is engineered to address treatment challenges associated with later stage and castration resistant prostate cancer with its unique design that enables precise tumor targeting while activating the immune system in a controlled manner. We wholly own both platforms which enable us to efficiently design and create new molecules, supporting our pipeline growth. Our recently announced preclinical candidate, APVO455, is a Nectin-4 x CD3 bispecific developed to address multiple solid tumor types. With the addition of APVO455 to the pipeline, Aptevo now has a suite of three CD3-engaging molecules in development. The portfolio includes mipletamig for AML, APVO442 for prostate cancer and APVO455 for multiple solid tumor types. All three molecules share the same CRIS-7 derived binding domain with a low cytokine release profile. In addition, APVO455 and APVO442 contain CD3 binding domains that are optimized for targeting solid tumors. All three molecules are designed to drive tumor-specific immune activation while limiting systemic toxicity.

Current wording

Preclinical candidates, APVO603, a dual agonist bispecific designed to simultaneously target 4-1BB (CD137) and OX40 (CD134), and APVO711, a bispecific checkpoint inhibitor with added functionality that targets PD-L1 and CD40, were also developed using our ADAPTIR modular protein technology platform. Our preclinical candidate APVO442 was developed using our ADAPTIR-FLEX heterodimer protein technology platform and is engineered to address treatment challenges associated with later stage and castration resistant prostate cancer with its unique design that enables precise tumor targeting while activating the immune system in a controlled manner. We wholly own both platforms which enable us to efficiently design and create new molecules, supporting our pipeline growth. We recently announced two new trispecific assets. APVO452 targeting PSMA, CD3, and CD40, is designed to address prostate cancers via PSMA targeting. APVO451 similarly incorporates trispecific design principles, targeting Nectin-4, CD3, and CD40, and is intended for a broad range of solid tumors. With the addition of APVO451 and APVO452 to the pipeline, Aptevo now has a suite of five CD3-engaging molecules in development. The portfolio also includes mipletamig for AML, APVO442 for prostate cancer and APVO455 for multiple solid tumor types. All five molecules share the same CRIS-7 derived binding domain with a low cytokine release profile. All molecules are designed to drive tumor-specific immune activation while limiting systemic toxicity.

Previous wording

*Remission = complete remission (CR) and, complete remission with blood markers that have not yet recovered (CRi).

Current wording

89% remission* reported among evaluable frontline AML patients across two trials treated with mipletamig in combination therapy, including 100% remission in Cohort 3 in the ongoing RAINIER trial (*Remission = complete remission (CR) and, complete remission with blood markers that have not yet recovered (CRi).

Previous wording

Comparison of the three and six months ended June 30, 2025 and 2024

Current wording

Comparison of the three and nine months ended September 30, 2025 and 2024

Previous wording

Our research and development expenses by program for the three and six months ended June 30, 2025 and 2024 are shown in the following table:

Current wording

Our research and development expenses by program for the three and nine months ended September 30, 2025 and 2024 are shown in the following table:

Previous wording

General and administrative expenses increased by $0.5 million, from $2.4 million for the three months ended June 30, 2024 to $2.9 million for the three months ended June 30, 2025. General and administrative expenses increased by $0.1 million, from $5.6 million for the six months ended June 30, 2024 to $5.7 million for the six months ended June 30, 2025. The increase is primarily due to higher consulting costs.

Current wording

General and administrative expenses increased by $1.5 million, from $2.1 million for the three months ended September 30, 2024 to $3.6 million for the three months ended September 30, 2025. General and administrative expenses increased by $1.6 million, from $7.7 million for the nine months ended September 30, 2024 to $9.3 million for the nine months ended September 30, 2025. The increase is primarily due to higher employee costs.

Previous wording

Other income, net consists primarily of interest income from our cash equivalents and short term rental income. Other income, net was $0.02 million and $0.1 million for the three and six months ended June 30, 2025, respectively. Other income, net was $0.1 million and $0.3 million for the three and six months ended June 30, 2024, respectively. The change in other income, net is primarily due to lower interest income from our money market accounts.

Current wording

Other income, net consists primarily of interest income from our cash equivalents and short term rental income. Other income, net was $0.06 million and $0.1 million for the three and nine months ended September 30, 2025, respectively. Other income, net was $0.1 million and $0.4 million for the three and nine months ended September 30, 2024, respectively. The change in other income, net is primarily due to lower interest income from our money market accounts.

Previous wording

The following table provides information regarding our cash flows for the six months ended June 30, 2025 and 2024:

Current wording

The following table provides information regarding our cash flows for the nine months ended September 30, 2025 and 2024:

Previous wording

Net cash used in operating activities of $13.7 million for the six months ended June 30, 2025 was primarily due to our net loss of $12.6 million for the period and changes in working capital accounts. Net cash used in operating activities of $12.8 million for the six months ended June 30, 2024 was primarily due to our net loss of $12.7 million for the period and changes in working capital accounts.

Current wording

Net cash used in operating activities of $20.4 million for the nine months ended September 30, 2025 was primarily due to our net loss of $20.2 million for the period and changes in working capital accounts. Net cash used in operating activities of $18.0 million for the nine months ended September 30, 2024 was primarily due to our net loss of $17.8 million for the period and changes in working capital accounts.

Previous wording

Net cash provided by financing activities of $14.4 million and $4.0 million for the three and six months ended June 30, 2025 and 2024, respectively, were primarily due to issuance of common stock.

Current wording

Net cash provided by financing activities of $32.7 million and $8.9 million for the three and nine months ended September 30, 2025 and 2024, respectively, were primarily due to exercise of warrants and issuance of common stock, including common stock issued pursuant to the SEPA (as defined below) and the ATM Agreement (as defined below).

Previous wording

On June 16, 2025, we entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, LTD., a Cayman Islands exempt limited company (“Yorkville”). Pursuant to the SEPA, the Company has the right, but not the obligation, to issue and sell to Yorkville from time to time up to $25.0 million (the “Commitment Amount”) of the Company’s common stock during the 36 months following the execution of the SEPA, subject to the restrictions and satisfaction of the conditions in the SEPA. As consideration for Yorkville’s irrevocable commitment to purchase the shares of common stock up to the Commitment Amount, the Company paid a structuring fee in the amount of $25,000 to Yorkville, and the Company has agreed to pay a commitment fee to Yorkville in an amount equal to 2.00% of the Commitment Amount in five equal installments. Pursuant to the SEPA, we will not sell shares of our common stock to Yorkville that would result in the beneficial ownership of Yorkville and its affiliates (on an aggregated basis) exceeding 9.99% of our then outstanding common stock. We did not issue any shares under the SEPA in the six months ended June 30, 2025 and 2024.

Current wording

On June 16, 2025, we entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, LTD., a Cayman Islands exempt limited company (“Yorkville”). Pursuant to the SEPA, the Company has the right, but not the obligation, to issue and sell to Yorkville from time to time up to $25.0 million (the “Commitment Amount”) of the Company’s common stock during the 36 months following the execution of the SEPA, subject to the restrictions and satisfaction of the conditions in the SEPA. As consideration for Yorkville’s irrevocable commitment to purchase the shares of common stock up to the Commitment Amount, the Company paid a structuring fee in the amount of $25,000 to Yorkville, and the Company has agreed to pay a commitment fee to Yorkville in an amount equal to 2.00% of the Commitment Amount in five equal installments. Pursuant to the SEPA, we will not sell shares of our common stock to Yorkville that would result in the beneficial ownership of Yorkville and its affiliates (on an aggregated basis) exceeding 9.99% of our then outstanding common stock. For the nine months ended September 30, 2025, the Company issued 8.3 million shares of common stock to Yorkville under the SEPA for aggregate gross proceeds of $15.0 million. As of September 30, 2025, the remaining availability under the SEPA is $10.0 million. We filed Form S-1 for 6.9 million shares under the SEPA on October 1, 2025. The filing is currently pending SEC review and approval, which has been delayed due to the U.S. federal government shutdown. We believe that our existing cash resources will be sufficient to meet our projected operating requirements for at least twelve months from the date of issuance of these financial statements.

Previous wording

On April 28, 2025, we entered into an At The Market Offering Agreement (the “ATM Agreement”) with Roth Capital Partners, LLC, as sales agent (“Roth”) for an aggregate offering price of $50 million, pursuant to which the Company may offer and sell shares of its common stock from time to time through Roth. The compensation to Roth for the shares sold pursuant to the ATM Agreement will be an amount equal to 3.0% of the gross sales price of the shares sold under the ATM Agreement. The sale of such shares of common stock by Roth will be effected under the Company’s existing shelf Registration Statement on Form S-3, which was declared effective on February 26, 2025 (the “Registration Statement”). For the six months ended June 30, 2025, we issued 481,829 shares of our common stock at an average price of $7.81 per share under the ATM Agreement. We received $3.8 million in proceeds from the issuance of these shares.

Current wording

On April 28, 2025, we entered into an At The Market Offering Agreement (the “ATM Agreement”) with Roth Capital Partners, LLC, as sales agent (“Roth”) for an aggregate offering price of $50 million, pursuant to which the Company may offer and sell shares of its common stock from time to time through Roth. The compensation to Roth for the shares sold pursuant to the ATM Agreement will be an amount equal to 3.0% of the gross sales price of the shares sold under the ATM Agreement. The sale of such shares of common stock by Roth will be effected under the Company’s existing shelf Registration Statement on Form S-3, which was declared effective on February 26, 2025 (the “Registration Statement”). For the nine months ended September 30, 2025, we issued 2.8 million shares of our common stock at an average price of $2.74 per share under the ATM Agreement. We received $7.6 million less issuance costs of $0.23 million in proceeds from the issuance of these shares. In addition, $4.1 million in net proceeds was raised during the subsequent events period. There is currently no remaining availability under the ATM Agreement due to the limitations of General Instruction I.B.6.

Previous wording

On February 14, 2025, we filed a Registration Statement on Form S-3 covering the offering, issuance, and sale up to $100 million in common stock, preferred stock, and various series of debt securities and/or warrants to purchase any of such securities, which included the unsold securities from the prior registration statement. On June 20, 2025, we filed the latest amendment to the prospectus supplement to the Registration Statement on Form S-3 filed on February 14, 2025 pursuant to General Instruction I.B.6 of Form S-3 (General Instruction I.B.6), which updates the amount of shares that we are eligible to sell under the ATM Agreement to $8.0 million. So long as the aggregate market value of our common stock held by non-affiliates is less than $75 million, we will not sell shares under the ATM Agreement with a value of more than one-third of the aggregate market value of our common stock held by non-affiliates in any 12-month period due to the limitations of General Instruction I.B.6 of Form S-3 and the current public float of our common stock. If our public float increases such that we may sell additional amounts under the ATM Agreement and the prospectus, we will file another amendment to the prospectus supplement prior to making additional sales. The limitations of General Instruction I.B.6 do not apply to sales of our shares under our SEPA with Yorkville as the sales of such shares were registered under a separate registration statement on Form S-1.

Current wording

On February 14, 2025, we filed a Registration Statement on Form S-3 covering the offering, issuance, and sale up to $100 million in common stock, preferred stock, and various series of debt securities and/or warrants to purchase any of such securities, which included the unsold securities from the prior registration statement. On June 20, 2025, we filed the latest amendment to the prospectus supplement to the Registration Statement on Form S-3 filed on February 14, 2025 pursuant to General Instruction I.B.6 of Form S-3 (General Instruction I.B.6), which updates the amount of shares that we are eligible to sell under the ATM Agreement to $8.0 million. So long as the aggregate market value of our common stock held by non-affiliates is less than $75 million, we will not sell shares under the ATM

Previous wording

We have an aggregate of 12,585,033 common warrants outstanding for which we may receive up to an additional $46.9 million in gross proceeds if exercised. The following is a summary of our currently outstanding common warrants:

Current wording

We have an aggregate of 12,535,033 common warrants outstanding for which we may receive up to an additional $23.9 million in gross proceeds if exercised. For additional information on our currently outstanding warrants, see Note 8 to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Previous wording

We have financed our operations to date primarily through royalty and purchase agreements with various partners, sale of business products and segments, public offerings of our common stock, loan proceeds, milestone payments, research and development funding from strategic partners, revenue generated from our previously owned commercial products, and funds received at the date of our spin-off from Emergent. We had cash and cash equivalents of $9.4 million and an accumulated deficit of $260.2 million as of June 30, 2025.

Current wording

We have financed our operations to date primarily through royalty and purchase agreements with various partners, sale of business products and segments, public offerings of our common stock, loan proceeds, milestone payments, research and development funding from strategic partners, revenue generated from our previously owned commercial products, and funds received at the date of our spin-off from Emergent. We had cash and cash equivalents of $21.1 million and an accumulated deficit of $269.2 million as of September 30, 2025.

Previous wording

For the six months ended June 30, 2025, net cash used in our operating activities was $13.7 million.

Current wording

For the nine months ended September 30, 2025, net cash used in our operating activities was $20.4 million.

Previous wording

For the six months ended June 30, 2025, we received $15.9 million in proceeds through various equity offerings as follows:

Current wording

For the nine months ended September 30, 2025, we received $32.7 million in proceeds through various equity offerings as follows:

Previous wording

Additionally, on June 20, 2025, we completed an offering priced at-the-market with certain institutional investors, in which we received gross proceeds of $8.0 million, which included 2,465,000 shares of common stock (or pre-funded warrants in lieu thereof, all of which have been exercised as of June 30, 2025) and accompanying common warrants to purchase up to 12,325,000 shares of common stock at an exercise price of $3.25 per share for a combined purchase price of $3.25 per share and accompanying common warrants.

Current wording

Additionally, on June 20, 2025, we completed an offering priced at-the-market with certain institutional investors, in which we received gross proceeds of $8.0 million, which included 2,465,000 shares of common stock (or pre-funded warrants in lieu thereof, all of which have been exercised as of June 30, 2025) and accompanying common warrants to purchase up to 12,325,000 shares of common stock at an exercise price of $3.25 per share for a combined purchase price of $3.25 per share and accompanying common warrants. On September 16, 2025, the exercise price of such common warrants was lowered to $1.39 per share upon the trigger of the down round provision of the common warrants.

Previous wording

For the six months ended June 30, 2025, we issued 481,829 shares of our common stock at an average price of $7.81 per share under the ATM Agreement and received $3.8 million in proceeds from the issuance of such shares.

Current wording

For the nine months ended September 30, 2025, we issued 3.2 million shares of our common stock at an average price of $2.57 per share under the ATM Agreement and received $8.2 million in proceeds from the issuance of such shares.

Previous wording

the effects of macroeconomic conditions, including rising and fluctuating inflation and supply chain constraints;

Current wording

the effects of macroeconomic conditions, including rising and fluctuating inflation and supply chain constraints as well as political events such as the U.S. federal government shutdown and evolving healthcare policies;

Previous wording

the cost of commercialization activities if any of our product candidates are approved for sale, including marketing, sales, and distribution costs;

Current wording

the cost of commercialization activities if any of our product candidates are approved for sale, including marketing, sales, and distribution costs; and

Previous wording

our ability to continue as a going concern.

Current wording

our future ability to continue as a going concern.