Equity | Note 12. Equity Warrants - 2019 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 life, and 153,571 of pre-funded warrants with an exercise price of $ 0.14 per share. The pre-funded warrants had a ten-year life and would have expired on March 11, 2029 ; however, all of the pre-funded warrants were exercised in March 2019. We determined the warrants do not meet liability classification pursuant to ASC 480 – Distinguishing Liabilities from Equity . These are therefore included within equity on our consolidated balance sheets. For the year ended December 31, 2023 and 2022, the Company did no t have any of its warrants exercised. As of December 31, 2023 and 2022, there were warrants to purchase 350,589 shares of common stock outstanding, which expire in March 2024 . August 2023 Public Raise On August 4, 2023, we completed a public offering of common stock and warrant, as follows: • 2,221,550 shares of common stock at a price of $ 0.62 per share. • $ 0.62 per pre-funded warrant, to purchase up to 5,842,967 shares of common stock at an exercise price of $ 0.001 per share and will not expire prior to exercise. As of December 31, 2023, all pre-funded warrants have been exercised. • Series A and Series B common warrants to purchase up to an aggregate of 16,129,034 shares of common stock at an exercise price of $ 0.62 per share. The remaining 1,872,516 Series A and 58,000 Series B common warrants will expire on August 4, 2028 and February 4, 2025 , respectively. We received net proceeds of $ 4.3 million, net of transaction costs, as a result of this offering. In the fourth quarter of 2023, an aggregate of 14,198,518 Series A and Series B common warrants were exercised as part of our November 2023 warrant inducement agreement with certain holders of our common warrants. As of December 31, 2023, 3,809,652 shares of common stock have been issued with the remaining 10,388,866 shares held in abeyance and reserved for issuance at a later date. As of December 31, 2023, there were 1,872,516 Series A and 58,000 Series B common warrants outstanding with an exercise price of $ 0.62 per share. November 2023 Warrant Inducement On November 9, 2023, we entered into a warrant inducement agreement (the "Inducement Agreement") with certain holders of our Series A and Series B common warrants issued in connection with our August 2023 public offering. Pursuant to the Inducement Agreement, certain holders agreed to exercise for cash 6,192,001 Series A and 8,006,517 Series B common warrants at a reduced exercise price of $ 0.233 . The Company also agreed to issue new common stock warrants to purchase a number of shares of common stock equal to 200 % of the number of shares of common stock issued upon exercise of the existing Series A and Series B warrants as applicable. We received $ 3.3 million in gross proceeds from the exercise of these warrants less total issuance costs of $ 2.3 million. Issuance costs include banker and legal fees $ 0.2 million and non-cash warrant modification costs of $ 2.1 million. Because the modification represented a short-term inducement, modification accounting was only performed on the warrants that were actually exercised under the agreement. The Company recognized the $ 2.1 million modification date incremental value of the modified warrants and additional warrants issued as compared to the original warrants as an issuance cost of the warrant exercise. Additionally, pursuant to the Inducement Agreement, we issued an aggregate of 28,397,036 new Series A and new Series B warrants as follows: • 12,384,002 New Series A common warrants to purchase an aggregate of up to 12,384,002 shares of common stock at $ 0.233 per share, of which 6,192,001 Series A-1 common warrants are immediately exercisable and 6,192,001 Series A-2 common warrants will be exercisable at any time on or after the Stockholder Approval Date. The Series A-1 and Series A-2 common warrants have terms of four years and eight months , and five years , respectively. • 16,013,034 New Series B common warrants to purchase an aggregate of up to 16,013,034 shares of common stock at $ 0.233 per share, of which 8,006,517 Series B-1 common warrants are immediately exercisable and 8,006,517 Series B-2 common warrants will be exercisable at any time on or after the Stockholder Approval Date. The Series B-1 and Series B-2 common warrants have terms of fourteen months and twenty-four months , respectively. If the new warrants are exercised, we may receive up to an additional $ 6.6 million in gross proceeds. As of December 31, 2023, there were 6,192,001 Series A-1, 6,192,001 Series A-2, 8,006,517 Series B-1 and 8,006,517 Series B-2 common warrants outstanding with an exercise price of $ 0.233 per share. Number of Weighted-Average Exercise Price Weighted- Outstanding at December 31, 2022 350,589 $ 18.20 0.25 Issued 44,526,070 0.37 2.89 Exercised ( 14,198,518 ) 0.23 2.61 Outstanding at December 31, 2023 30,678,141 0.46 2.99 Exercisable at December 31, 2023 16,479,623 $ 0.66 2.78 Exercised with shares held in abeyance at December 31, 2023 10,388,866 - - Common warrants outstanding at December 31, 2023, includes 6,192,001 Series A-2 and 8,006,517 Series B-2 common warrants that became exercisable upon shareholder approval as of February 5, 2024 . Aptevo uses Black-Scholes valuation model for estimating the incremental fair value of the exchanged common warrants included in the Inducement Agreement. Set forth below are the assumptions used in valuing the common warrants issued: For the Year Ended December 31, 2023 Expected dividend yield 0.00 % Expected volatility 104.01 % Risk-free interest rate 5.40 % Expected average life of warrants 1.2 - 5 years Equity Distribution Agreement On December 14, 2020, we entered into an Equity Distribution Agreement with Piper Sandler. The Equity Distribution Agreement provided 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 $ 50.0 million. This offering superseded and replaced the program we commenced in December 2017. We had no obligation to sell any such shares under the Equity Distribution Agreement. The sale of such shares of common stock by Piper Sandler would be effected pursuant to a Registration Statement on Form S-3 which we filed on December 14, 2020, and expired in December 2023. For the year ended December 31, 2023, we issued 730,913 shares of our common stock at an average share price of $ 2.26 under the Equity Distribution Agreement. We received $ 1.6 million in proceeds from issuance of these shares. For the year ended December 31, 2022, we issued 1,452,065 shares of our common stock at an average share price of $ 4.92 under the Equity Distribution Agreement. We received $ 7.0 million in proceeds from issuance of these shares. Lincoln Park Purchase Agreement On February 16, 2022, we entered into a Purchase Agreement (2022 Purchase Agreement) and a Registration Rights Agreement with Lincoln Park. The 2022 Purchase Agreement and Registration Rights Agreement replaced our 2018 Purchase Agreement and Registration Rights Agreement with Lincoln Park. Under the 2022 Purchase Agreement, Lincoln Park committed to purchase up to $ 35.0 million of our common stock over a 36-month period commencing after the satisfaction of certain conditions, which are within our control, as set forth in the Purchase Agreement. The purchase price per share will be based on prevailing market prices; provided, however, that the prevailing market price is not below $ 1.00 . We agreed to and issued 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 2022 Purchase Agreement. For the year ended December 31, 2023, we issued 300,000 shares of our common stock to Lincoln Park under the 2022 Purchase Agreement and we received $ 0.5 million in proceeds from issuance of these shares. For the year ended December 31, 2022, we did no t issue any shares of common stock for cash consideration to Lincoln Park under the 2022 Purchase Agreement. Rights Plan On November 8, 2020, our Board of Directors (the "Board") approved and adopted a Rights Agreement (the "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. One Right also will be issued together with each Common Share issued by the Company after November 23, 2020, but before the Distribution Date (as defined below) (or the earlier redemption or expiration of the Rights) and, in certain circumstances, after the Distribution Date. 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. 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. On November 2, 2023, we entered into Amendment No. 3 to the Rights Agreement and extended the expiration of such agreement to November 4, 2024 and changed the exercise price to $ 2.02 per one one-thousandth of a Series A Junior Participating Preferred Share, subject to adjustment. 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 (the "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. On June 7, 2022, at the 2022 Annual Meeting of Stockholders, our stockholders approved the Amended and Restated 2018 SIP to increase the number of shares authorized for issuance under the 2018 SIP by 0.5 million shares of common stock. As of December 31, 2023, there are approximately 0.1 million shares available to be granted under the 2018 SIP. Stock options and RSUs under the Amended and Restated 2018 SIP generally vest pro rata over a one-year or three-year period. Stock options terminate ten years from the grant date, though the specific terms of each grant are determined individually. The Company’s executive officers, members of our board of directors, and certain other employees and consultants may be awarded options and/or RSUs with different vesting criteria, and awards granted to non-employee directors will vest over a one-year period. Option exercise and RSU grant prices for new awards granted by the Company equal the closing price of the Company’s common stock on the Nasdaq Capital Market on the date of grant. 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) 2023 2022 Research and development $ 684 $ 196 General and administrative 1,509 1,606 Total stock-based compensation expense $ 2,193 $ 1,802 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 non-employee equity awards are generally consistent with the assumptions used for equity awards granted to employees. In the event the Company terminates any of its consulting agreements, the unvested equity underlying the agreements would also be forfeited. 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, 2023 2022 Expected dividend yield 0.00 % 0.00 % Expected volatility 103.63 % 106.24 % Risk-free interest rate 4.18 % 1.71 % Expected average life of options 5 years 5 years Management has applied an estimated forfeiture rate of 29 % and 30 % for the year ended December 31, 2023 and 2022, respectively. Expected volatility decreased, as our stock price fluctuated from a low of $ 0.17 to a high of $ 2.54 throughout the year ended December 31, 2023, compared to a low of $ 2.00 to a high of $ 8.42 throughout the year ended December 31, 2022. The following is a summary of option activity for the year ended December 31, 2023: Number of Weighted- Weighted- Outstanding at December 31, 2022 364,266 $ 15.77 7.39 Granted 103,965 2.11 — Exercised — — — Forfeited ( 26,705 ) 20.81 — Outstanding at December 31, 2023 441,526 12.80 7.37 Exercisable at December 31, 2023 248,346 $ 15.72 6.49 Vested and expected to vest at December 31, 2023 400,482 $ 13.66 7.22 As of December 31, 2023, we had $ 0.8 million of unrecognized compensation expense related to options expected to vest over a weighted average period of 0.7 years. The weighted-average grant date fair value per share of options granted during the years ended December 31, 2023 and 2022 was $ 1.68 and $ 4.36 , respectively. The aggregate intrinsic value of options exercised for the years ended December 31, 2023 and 2022 was $ 0 . The total fair value of stock options vested for the years ended December 31, 2023 and 2022 was $ 1.2 million and $ 1.3 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 on the last trading day of December 2023 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 quarter. Restricted Stock Units The following is a summary of restricted stock activity for the year ended December 31, 2023: Number of Weighted Outstanding at December 31, 2022 223,775 $ 8.47 Granted 168,168 2.09 Vested ( 101,504 ) 8.84 Forfeited ( 11,306 ) 4.60 Outstanding at December 31, 2023 279,133 $ 4.65 Expected to Vest 279,133 $ 4.65 As of December 31, 2023, we had $ 0.8 million of unrecognized stock-based compensation expense related to RSUs expected to vest over a weighted average period of 1.2 years. As of December 31, 2022, we had $ 1.5 million of unrecognized stock-based compensation expense related to RSUs expected to vest over a weighted average period of 1.6 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. |