Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) Amendment of Articles of Incorporation to Effect Reverse Stock Split
On March 11, 2020, Aptevo Therapeutics Inc. (the Company) held a Special Meeting of Stockholders (the Special Meeting) at which
the Companys stockholders approved a series of alternate amendments to the Companys Amended and Restated Certificate of Incorporation to effect, at the option of the Board of Directors of the Company (the Board), a reverse
split of the Companys common stock at a ratio ranging from 1-for-2 to 1-for-20,
inclusive, with the effectiveness of one of such amendments and the abandonment of the other amendments, or the abandonment of all amendments, to be determined by the Board in its sole discretion following the Special Meeting. The specific 1-for-14 reverse split ratio was subsequently approved by the Board on March 23, 2020
On March 26, 2020, the Company filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation (the Amendment) with the
Secretary of State of the State of Delaware to effect a 1-for-14 reverse stock split of the Companys outstanding common stock. The Amendment was effective at
5:01 p.m. Eastern Time on March 26, 2020 (the Effective Time).
The Amendment provides that, at the Effective Time, every 14 shares
of the Companys issued and outstanding common stock was automatically combined into one issued and outstanding share of common stock, without any change in par value per share. As a result of the reverse stock split, proportionate adjustments
will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all then outstanding stock options, restricted stock units and warrants, which will result in a proportional decrease in the number of
shares of the Companys common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock units and warrants, and, in the case of stock options and warrants, a proportional increase in the exercise price of all
such stock options and warrants. In addition, the number of shares reserved for issuance under the Companys equity compensation plans immediately prior to the Effective Time will be reduced proportionately.
No fractional shares will be issued as a result of the reverse stock split. Stockholders of record who would otherwise be entitled to receive a fractional
share will receive a cash payment in lieu thereof. The reverse stock split will affect all stockholders proportionately and will not affect any stockholders percentage ownership of the Companys common stock (except to the extent that the
reverse stock split results in any stockholder owning only a fractional share).
The Companys common stock will begin trading on The Nasdaq Capital
Market on a split-adjusted basis when the market opens on March 27, 2020. The new CUSIP number for the Companys common stock following the reverse stock split is 03835L207.
The foregoing description is qualified in its entirety by the Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.