Aptevo Therapeutics(APVO) - 2025 Q1 - Quarterly Results

At The Market Offering Agreement This agreement outlines the terms for Aptevo Therapeutics Inc. to sell common stock through Roth Capital Partners, LLC via an at-the-market offering Agreement Overview This section introduces the At The Market Offering Agreement between Aptevo Therapeutics Inc. and Roth Capital Partners, detailing terms for common stock sales - Parties to the agreement are Aptevo Therapeutics Inc. and Roth Capital Partners, LLC[1] - The agreement was executed on April 28, 2025[1] Definitions This section defines key terms like "Act," "Commission," and "Common Stock" to ensure consistent interpretation throughout the agreement Sale and Delivery of Shares This section outlines the mechanics of the at-the-market offering, including maximum size, sales process, Manager's compensation, and settlement procedures Offering Details | Parameter | Detail | | :--- | :--- | | Maximum Offering Size | Up to $50,000,000 aggregate gross offering price | | Security | Common Stock, $0.0001 par value per share | | Manager's Compensation | A placement fee of 3.0% of the gross sales price ("Broker Fee") | | Trading Market | The Nasdaq Capital Market | - Roth Capital Partners is appointed as the Company's exclusive agent for share sales on a commercially reasonable efforts basis[22] - Sales are initiated by the Company through a "Sales Notice" specifying maximum shares and minimum acceptable price[24] - Settlement for sales will occur on the first Trading Day (T+1) following the sale date[30] Representations and Warranties The Company provides extensive representations and warranties to the Manager regarding its corporate structure, financial reporting, legal compliance, and intellectual property - The Company confirms compliance with Form S-3 requirements and the effectiveness of its Registration Statement[47] - All SEC reports are affirmed as accurate, complete, and Exchange Act compliant, with financial statements prepared under GAAP[53][54] - The Company represents no undisclosed material litigation and compliance with Sarbanes-Oxley, FDA, environmental, and anti-corruption laws[56][68][82] - The Company confirms no other at-the-market sales agency agreements have been executed[70] Agreements (Covenants) This section outlines the Company's ongoing obligations, including maintaining an effective registration statement, providing timely disclosures, and facilitating due diligence - The Company must notify the Manager and amend the Prospectus for any material misstatement or omission[94][97] - The Company will provide officer's certificates, legal opinions, and auditor comfort letters at the offering's start and on Representation Dates[104][106][107] - The Company will disclose shares sold, net proceeds, and commissions in its quarterly and annual reports[111] - The Company agrees to conduct due diligence sessions with management, counsel, and accountants upon Manager's request at commencement and each Representation Date[109] Payment of Expenses This section stipulates the Company's responsibility for all offering-related expenses, including filing fees, printing, and legal and accounting costs, regardless of transaction completion - The Company agrees to pay all offering expenses, including SEC and FINRA filing fees, printing, and legal/accounting fees[120][121] - The Company will reimburse Manager's counsel fees up to $50,000, plus additional fees for periodic due diligence[121][109] Conditions to the Obligations of the Manager This section outlines conditions precedent for the Manager's obligation to sell shares, serving as a protective measure against unmet requirements or adverse events - The Manager's obligation to sell shares is conditional upon the continued accuracy of the Company's representations and warranties[121] - The Company must deliver required documents, including legal opinions, officer's certificates, and auditor comfort letters[122][123][124] - No stop order from the SEC must be in effect suspending the Registration Statement's effectiveness[121] - The Manager can cancel obligations if a Material Adverse Effect impacts the Company's business or financial condition[123][126] Indemnification and Contribution This section defines each party's legal and financial responsibilities for losses or claims arising from misstatements or omissions in offering documents, with the Company providing broad indemnification - The Company agrees to indemnify the Manager from losses arising from material misstatements or omissions in offering documents[132] - The Manager's indemnification is limited to losses from Manager-furnished written information, capped at total broker fees paid[133][134] - If indemnification is unavailable, parties will contribute to losses based on relative benefits and fault[137] Termination This section defines termination rights for both the Company and Manager, specifying notice periods and outlining surviving obligations like expenses and indemnification - The Company may terminate the agreement with ten (10) business days' prior written notice[138] - The Manager may terminate the agreement at any time by giving written notice[140] - Key provisions, including payment of expenses (Section 5), indemnification (Section 7), and governing law (Section 15), survive termination[139][140][141] Miscellaneous Provisions This section includes standard boilerplate clauses governing the contract, such as survival of representations, notice procedures, governing law, and waiver of jury trial - The agreement explicitly states the Manager acts as an independent contractor, not a fiduciary, to the Company[146][147] - The agreement is governed by New York State laws, with legal proceedings instituted in New York courts[150] - Both parties irrevocably waive their right to a jury trial for any related legal proceeding[152]