
PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) The unaudited financial statements show a significant decrease in assets and a rising net loss, which, combined with an accumulated deficit and increased cash burn, raise substantial doubt about the company's ability to continue as a going concern Condensed Consolidated Balance Sheets Total assets decreased significantly to $15.1 million due to a reduction in cash, while stockholders' equity fell sharply from $12.2 million to $4.4 million Condensed Consolidated Balance Sheet Data (in thousands) | Balance Sheet Items | September 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Assets | | | | Cash and cash equivalents | $7,753 | $16,904 | | Total current assets | $10,012 | $19,066 | | Total assets | $15,146 | $24,842 | | Liabilities & Equity | | | | Total current liabilities | $5,882 | $7,224 | | Total liabilities | $10,726 | $12,621 | | Total stockholders' equity | $4,420 | $12,221 | | Total liabilities and stockholders' equity | $15,146 | $24,842 | Condensed Consolidated Statements of Operations The company's net loss widened to $17.8 million for the nine-month period, despite an improved quarterly loss, influenced by the absence of a significant prior-year gain on an asset sale Condensed Consolidated Statements of Operations (in thousands) | Metric | Q3 2024 | Q3 2023 | 9 Months 2024 | 9 Months 2023 | | :--- | :--- | :--- | :--- | :--- | | Research and development | $(3,103) | $(3,887) | $(10,498) | $(13,516) | | General and administrative | $(2,110) | $(2,674) | $(7,722) | $(8,978) | | Loss from operations | $(5,213) | $(6,561) | $(18,220) | $(22,494) | | Gain related to sale of non-financial asset | — | — | — | $9,650 | | Net loss from continuing operations | $(5,101) | $(6,334) | $(17,818) | $(12,454) | | Net loss | $(5,101) | $(6,334) | $(17,818) | $(11,508) | Net Loss Per Share (Basic and Diluted) | Period | 2024 | 2023 | | :--- | :--- | :--- | | Three Months Ended Sep 30 | $(0.48) | $(22.16) | | Nine Months Ended Sep 30 | $(5.01) | $(56.22) | Condensed Consolidated Statements of Cash Flows Net cash used in operating activities increased substantially to $18.0 million, while financing activities provided $8.9 million, resulting in a net cash decrease of $9.2 million Cash Flow Summary (in thousands) | Activity | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(18,026) | $(6,477) | | Net cash provided by financing activities | $8,875 | $2,952 | | Decrease in cash and cash equivalents | $(9,151) | $(3,525) | | Cash and cash equivalents at end of period | $7,753 | $19,110 | Notes to Condensed Consolidated Financial Statements The notes detail the company's clinical-stage focus, significant financing activities including a reverse stock split, and the substantial doubt about its ability to continue as a going concern - The company is a clinical-stage biotechnology firm focused on novel immuno-oncology candidates, using its proprietary ADAPTIR™ and ADAPTIR-FLEX™ platforms16 - Due to recurring losses, a net loss of $17.8 million and negative operating cash flow of $18.0 million for the nine months ended September 30, 2024, there is substantial doubt about the company's ability to continue as a going concern16 - On March 5, 2024, the company effected a 1-for-44 reverse stock split of its common stock, and all share and per-share amounts have been retroactively adjusted30 - Subsequent to the reporting period, remaining pre-funded warrants were exercised, bringing the total shares of common stock outstanding to 18,512,084 as of November 7, 202459 Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses decreased operating expenses, a critical liquidity position with $7.8 million in cash, and the urgent need for substantial additional funding to continue operations and advance clinical programs Overview Aptevo is a clinical-stage biotechnology company developing novel cancer immunotherapies using its versatile ADAPTIR and ADAPTIR-FLEX protein technology platforms - The company is focused on developing novel immunotherapy candidates for cancer treatment63 - Key assets include two proprietary technology platforms, ADAPTIR and ADAPTIR-FLEX, used to design multi-specific antibody candidates65 - The clinical pipeline includes mipletamig (APVO436) for acute myelogenous leukemia (AML) and ALG.APV-527 for multiple solid tumor types63 Results of Operations Operating expenses decreased in 2024 due to lower spending on the mipletamig clinical trial and reduced G&A costs, while the prior year's results included a significant one-time gain Research and Development Expenses by Program (in thousands) | Program | 9 Months 2024 | 9 Months 2023 | | :--- | :--- | :--- | | Mipletamig | $2,544 | $4,300 | | ALG.APV-527 | $2,004 | $2,264 | | Preclinical, research & discovery | $5,950 | $6,952 | | Total | $10,498 | $13,516 | - The decrease in R&D expenses was primarily due to lower spending on the mipletamig clinical trial as the Phase 1b dose expansion study concluded70 - General and administrative expenses decreased by $1.3 million for the nine months ended September 30, 2024, compared to the prior year, mainly due to lower employee and consulting costs71 - In 2023, the company recorded a $9.7 million gain from the sale of nonfinancial assets to XOMA, which was not present in 202472 Liquidity and Capital Resources The company's liquidity is a significant concern, with cash of $7.8 million and an accumulated deficit of $241.3 million, necessitating substantial additional funds to continue development - As of September 30, 2024, the company had cash and cash equivalents of $7.8 million and an accumulated deficit of $241.3 million83 - The company does not have sufficient cash to complete the clinical development of any of its product candidates and will require substantial additional funds to continue its development programs83 - If unable to raise additional capital, the company may be required to delay, limit, reduce, or terminate its clinical trials and other development activities84 Financing Activities (Gross Proceeds) | Offering | Date | Gross Proceeds | | :--- | :--- | :--- | | Public Offering | August 2023 | $4.3M (net) | | Warrant Inducement | November 2023 | $3.3M | | Public Offering | April 2024 | $4.6M | | Registered Direct Offering | July 2024 | $2.7M | | Registered Direct Offering | September 2024 | $3.0M | Quantitative and Qualitative Disclosures About Market Risk The company states there have been no material changes to the information regarding market risk since its 2023 Annual Report on Form 10-K - There were no material changes to the disclosures about market risk as of September 30, 2024, compared to those in the 2023 Annual Report on Form 10-K86 Controls and Procedures Management evaluated the company's disclosure controls and procedures and concluded they were effective, with no material changes in internal control over financial reporting during the quarter - The CEO and CFO concluded that as of September 30, 2024, the company's disclosure controls and procedures were effective87 - No changes in internal control over financial reporting occurred during the quarter ended September 30, 2024, that have materially affected or are likely to materially affect internal controls88 PART II. OTHER INFORMATION Legal Proceedings The company is not currently a party to any legal claims or actions that management believes would have a material adverse effect on its financial condition or operations - Management believes there are currently no pending legal claims or actions that could have a material adverse effect on the company's results, financial condition, or cash flows90 Risk Factors The company faces significant financial, operational, and regulatory risks, including a history of losses, going concern uncertainty, reliance on clinical trial success, and potential delisting from Nasdaq - The company's common stock is at risk of delisting from Nasdaq for failing to maintain the minimum $1.00 bid price requirement92169 - The company has a history of losses, an accumulated deficit of $241.3 million, and its ability to continue as a going concern is in substantial doubt9294 - Success is highly dependent on the ability to develop, receive regulatory approval for, and commercialize product candidates, a process which is long, costly, and uncertain92134 - The business is affected by macroeconomic conditions, including inflation, interest rates, and market volatility, which could impact operations and the ability to raise capital9297 Other Information No directors or executive officers adopted, terminated, or materially modified a Rule 10b5-1 trading plan or other non-Rule 10b5-1 trading arrangement during the third quarter of 2024 - In Q3 2024, no directors or executive officers adopted, terminated, or modified a Rule 10b5-1 trading plan or other non-Rule 10b5-1 trading arrangement179 Exhibits This section lists exhibits filed with the Form 10-Q, including financing agreements, an amendment to the stockholder Rights Agreement, and officer certifications - Exhibits filed include agreements from the September 2024 registered direct offering, such as the Securities Purchase Agreement and forms of Common and Pre-Funded Warrants181 - An amendment to the Rights Agreement with Broadridge Corporate Issuer Solutions, Inc., dated November 1, 2024, was filed181 - Certifications by the Principal Executive Officer and Principal Financial Officer pursuant to Sarbanes-Oxley Sections 302 and 906 are included as exhibits181