Aptevo Therapeutics Inc.
For the period ended Sep 22, 2026. Filed Aug 31, 2026.
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Sep 22, 2026 · Filed Aug 31, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.__)
| Filed by the Registrant | ☒ | Filed by a Party other than the Registrant | ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
Aptevo Therapeutics Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply)
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Seattle, Washington 98121
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on September 22, 2026
Dear Aptevo Stockholder:
You are cordially invited to virtually attend a special meeting of the stockholders (the “Special Meeting”) of Aptevo Therapeutics Inc., a Delaware corporation (“Aptevo,” “we,” “us,” “our,” or the “Company”). The meeting will be held on September 22, 2026, at 10 a.m. Pacific Time. To facilitate stockholder participation and save costs, the Special Meeting will be held in a virtual meeting format only at www.virtualshareholdermeeting.com/APVO2026SM2. The meeting will be held for the following purposes:
To approve an amendment and restatement of our Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to include previous amendments to the Certificate of Incorporation and the designation of Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”) and to make certain other technical and administrative changes (“Proposal 1” or the “A&R Certificate of Incorporation Proposal”);
To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), and/or securities convertible into or exercisable for Common Stock, that equals 20% or more of the Common Stock or 20% or more of the voting power outstanding before the issuance, including Common Stock (i) issuable upon the exercise of the common stock purchase warrants (the “Inducement Warrants”), issued and sold in a private placement pursuant to Warrant Inducement and Reload Letters, dated as of August 12, 2026, by and among the Company and the holder parties thereto (the “Inducement Letters”), and (ii) issuable upon the exercise of the common stock purchase warrants (the “Common Warrants”) that were issued and sold in private placement transactions pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of August 12, 2026, by and among the Company and the purchaser parties thereto (“Proposal 2” or the “Stock and Warrant Issuance Proposal”);
To approve the Aptevo Therapeutics Inc. Fifth Amended and Restated 2018 Stock Incentive Plan (“Proposal 3” or the “Stock Incentive Plan Proposal”); and
To authorize an adjournment of the meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of Proposal 1, Proposal 2 or Proposal 3 (“Proposal 4” or the “Adjournment Proposal”).
These items of business are more fully described in the proxy statement (the “Proxy Statement”) accompanying this Notice (“Notice”).
In addition to the foregoing, the Special Meeting will include the transaction of any other business relating to the purpose or purposes stated in this Notice and the accompanying Proxy Statement that may be properly brought before the meeting or any continuation, adjournment or postponement thereof.
The record date for the Special Meeting is August 13, 2026. Only stockholders of record at the close of business on that date may vote on the proposals being presented at the Special Meeting or any adjournment, postponement, rescheduling, or continuation thereof.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held Virtually on September 22, 2026 at 10 a.m. Pacific Time at www.virtualshareholdermeeting.com/APVO2026SM2.
The Proxy Statement is available at www.proxyvote.com.
By Order of the Board of Directors
/s/ SoYoung Kwon
SVP, General Counsel, Business Development and Corporate Affairs
Seattle, WA
August 31, 2026
Whether or not you expect to attend the Special Meeting, please complete, date, sign and return the enclosed proxy, or vote over the telephone or the Internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote if you attend the virtual meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the virtual meeting, you must obtain a proxy issued in your name from that record holder.
TABLE OF CONTENTS
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING | 5 |
|---|---|
| Proposal 1 | 12 |
| APPROVAL OF THE A&R CERTIFICATE OF INCORPORATION PROPOSAL | 12 |
| Proposal 2 | 13 |
| APPROVAL OF THE STOCK AND WARRANT ISSUANCE PROPOSAL | 13 |
| Proposal 3 | 17 |
| APPROVAL OF THE STOCK INCENTIVE PLAN PROPOSAL | 17 |
| Proposal 4 | 32 |
| AUTHORIZATION TO ADJOURN THE SPECIAL MEETING | 32 |
| Security Ownership of Certain Beneficial Owners and Management | 33 |
| Householding of Proxy Materials | 35 |
| Incorporation of Certain Information by Reference | 35 |
| Other Matters | 37 |
| Appendix AAppendix B | 3853 |
Seattle, Washington 98121
PROXY STATEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS
To be held on September 22, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.