UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2017
OR
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO |
Commission File Number 001-37746
APTEVO THERAPEUTICS INC.
(Exact name of Registrant as specified in its Charter)
Delaware |
81-1567056 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
2401 4th Avenue, Suite 1050 Seattle, Washington |
98121 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (206) 838-0500
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Name of Each Exchange on Which Registered |
Common Stock, $0.001 par value |
The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). YES ☒ NO ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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☐ (Do not check if a small reporting company) |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
The aggregate market value of common stock held by non-affiliates of the Registrant as of June 30, 2017, the last business day of the registrants most recently completed second fiscal quarter, was $35.8 million, based upon the closing price of the Registrant’s common stock on the Nasdaq Stock Market LLC on such date. Excludes an aggregate of 4,033,743 shares of the Registrant’s common stock held as of such date by officers, directors, and stockholders that the registrant has concluded are or were affiliates of the Registrant. Exclusion of such shares should not be construed to indicate that the holder of any such shares possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the Registrant or that such person is controlled by or under common control with the Registrant.
As of March 9, 2018, the number of shares of Registrant’s common stock outstanding was 21,112,605.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, relating to the Registrant’s 2018 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report.
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Item 9A. |
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4 |
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Item 15. |
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5 |
In this Annual Report on Form 10-K, “we,” “our,” “us,” “Aptevo,” and the “Company” refer to Aptevo Therapeutics Inc. and, where appropriate, its consolidated subsidiaries.
ii
We are filing this Amendment No. 1 to Annual Report on Form 10-K/A (this “Amendment”) to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2018 (the “10-K”). This Amendment is being filed solely to (1) amend Item 9A and (2) refile the certifications of our principal executive officer and principal financial officer as exhibits to this Amendment as required Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934 and pursuant to 18 U.S.C. Section 1350.
No attempt has been made in this Amendment to otherwise modify or update the other disclosures presented in the 10-K. This Amendment does not reflect events occurring after the filing of the original 10-K (i.e., those events occurring after March 13, 2018) or modify or update those disclosures that may be affected by subsequent events. Such subsequent matters are addressed in subsequent reports filed with the SEC. Accordingly, this Amendment should be read in conjunction with the 10-K and our other filings with the SEC.
3
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of December 31, 2017, management, with the participation of our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a- 15(e) and 15d-15(e) of the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2017, the design and operation of our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the 1934 Act. Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2017 based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of December 31, 2017, our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Change in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2017, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Controls
Because of inherent limitations, disclosure controls and internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
4
Item 15. Exhibits, Financial Statement Schedules.
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(a) |
The following documents are filed as part of this report (i) the registrant’s Annual Report on Form 10-K filed with the SEC on March 13, 2018 or (ii) this Amendment No. 1 to Annual Report on Form 10-K/A: |
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Consolidated Financial Statements |
See Index to Consolidated Financial Statements at Item 8 herein.
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Consolidated Financial Statement Schedules |
All schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
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3. |
Exhibits |
Exhibit Number |
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Description |
Form |
Exhibit |
Filing Date |
File No. |
Filed Herewith |
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2.1 |
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8-K |
2.1 |
August 2, 2016 |
001-37746 |
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+2.2 |
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8-K
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2.2
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August 2, 2016
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001-37746
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†+2.3 |
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10-Q |
2.1
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November 13, 2017 |
001-37746
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3.1 |
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Amended and Restated Certificate of Incorporation of Aptevo Therapeutics Inc. |
8-K |
3.1 |
August 2, 2016 |
001-37746 |
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3.2 |
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8-K |
3.2 |
August 2, 2016 |
001-37746 |
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4.1 |
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10 |
4.1 |
June 29, 2016 |
001-37746 |
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4.2 |
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8-K |
4 |
August 2, 2016 |
001-37746 |
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10.1 |
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8-K |
10.1 |
August 2, 2016 |
001-37746 |
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10.2 |
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8-K |
10.2 |
August 2, 2016 |
001-37746 |
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10.3 |
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8-K |
10.3 |
August 2, 2016 |
001-37746 |
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5
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8-K |
10.4 |
August 2, 2016 |
001-37746 |
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10.5 |
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10-K |
10.5 |
March 12, 2018 |
001-37746 |
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10.6 |
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8-K |
10.6 |
August 2, 2016 |
001-37746 |
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10.7 |
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10-K |
10.7 |
March 12, 2018 |
001-37746 |
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10.8 |
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8-K |
10.8 |
August 2, 2016 |
001-37746 |
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C 10.9 |
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Aptevo Therapeutics Inc. Amended and Restated 2016 Stock Incentive Plan. |
10-Q |
4.1 |
August 10, 2017 |
001-37746 |
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C 10.10 |
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Aptevo Therapeutics Inc. Converted Equity Awards Incentive Plan |
8-K |
10.10 |
August 2, 2016 |
001-37746 |
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C 10.11 |
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8-K |
10.11 |
August 2, 2016 |
001-37746 |
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C 10.12 |
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Form of Indemnity Agreement for directors and senior officers |
10 |
10.9 |
April 15, 2016 |
001-37746 |
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10.13 |
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10 |
10.12 |
April 15, 2016 |
001-37746 |
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10.14 |
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10 |
10.13 |
April 15, 2016 |
001-37746 |
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10.15 |
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10 |
10.14 |
April 15, 2016 |
001-37746 |
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10.16 |
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10 |
10.15 |
April 15, 2016 |
001-37746 |
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10.17 |
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10 |
10.16 |
April 15, 2016 |
001-37746 |
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10.18 |
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10 |
10.17 |
April 15, 2016 |
001-37746 |
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10.19 |
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10 |
10.18 |
April 15, 2016 |
001-37746 |
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10.20 |
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Seventh Amendment to Seattle Office Lease, dated December 5, 2014 |
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10.19 |
April 15, 2016 |
001-37746 |
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10 |
10.20 |
June 29, 2016 |
001-37746 |
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†10.22 |
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First Amendment to MorphoSys Collaboration Agreement, dated June 19, 2015 |
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10.21 |
April 15, 2016 |
001-37746 |
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†10.23 |
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Second Amendment to MorphoSys Collaboration Agreement, dated December 7, 2015 |
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10.22 |
April 15, 2016 |
001-37746 |
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10.24 |
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Third Amendment to MorphoSys Collaboration Agreement, dated December 12, 2016 |
8-K |
10.1 |
December 15, 2016 |
001-37746 |
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10.25
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Fourth Amendment MorphoSys Collaboration Agreement, dated June 19, 2017. |
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10.3 |
August 10, 2017 |
001-37746 |
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†10.26 |
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10 |
10.23 |
April 15, 2016 |
001-37746 |
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†10.27 |
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10 |
10.24 |
May 31, 2016 |
001-37746 |
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†10.28 |
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10 |
10.2 |
August 10, 2017 |
001-37746 |
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†10.29 |
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10 |
10.26 |
May 31, 2016 |
001-37746 |
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†10.30 |
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10 |
10.27 |
May 31, 2016 |
001-37746 |
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10.31 |
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8-K |
10.1 |
August 5, 2016 |
001-37746 |
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10.32 |
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8-K |
10.2 |
August 5, 2016 |
001-37746 |
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10.33
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8-K
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10.1
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December 15, 2016
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001-37746
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10.34 |
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10-Q |
10.1 |
May 12, 2017 |
001-37746 |
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7
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8-K
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1.01
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September 28, 2017
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001-37746
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10.36 |
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8-K
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1.1
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November 9, 2017
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001-37746 |
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10.37 |
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10-Q |
10.2 |
November 13, 2017
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001-37746 |
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10.38 |
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10-K |
10.38 |
March 12, 2018 |
001-37746 |
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21.1 |
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10 |
21 |
June 29, 2016 |
001-37746 |
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23.1 |
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm |
10-K |
23.1 |
March 12, 2018 |
001-37746 |
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31.1 |
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X |
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31.2 |
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X |
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32.1* |
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X |
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32.2* |
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X |
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101.INS |
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XBRL Instance Document |
10-K |
101 |
March 12, 2018 |
001-37746 |
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101.SCH |
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XBRL Taxonomy Extension Schema Document |
10-K |
101 |
March 12, 2018 |
001-37746 |
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101.CAL |
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XBRL Taxonomy Extension Calculation Linkbase Document |
10-K |
101 |
March 12, 2018 |
001-37746 |
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8
101.DEF |
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XBRL Taxonomy Extension Definition Linkbase Document |
10-K |
101 |
March 12, 2018 |
001-37746 |
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101.LAB |
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XBRL Taxonomy Extension Label Linkbase Document |
10-K |
101 |
March 12, 2018 |
001-37746 |
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101.PRE |
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XBRL Taxonomy Extension Presentation Linkbase Document |
10-K |
101 |
March 12, 2018 |
001-37746 |
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* |
Document has been furnished, is not deemed filed and is not to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, irrespective of any general incorporation language contained in any such filing. |
Confidential treatment granted from the Securities and Exchange Commission as to certain portions, which portions have been omitted and filed separately with the Securities and Exchange Commission. |
C |
Management contract or compensatory plan. |
+ |
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Aptevo will furnish copies of any such schedules to the Securities and Exchange Commission upon request. |
9
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Aptevo Therapeutics, Inc. |
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Date: July 27, 2018 |
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By: |
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/s/ Marvin L. White |
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Marvin L. White |
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President and Chief Executive Officer |
10
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Marvin White, certify that:
1. |
I have reviewed this Annual Report on Form 10-K of Aptevo Therapeutics Inc. (as amended by this Amendment No. 1 to Annual Report of Aptevo Therapeutics Inc. on Form 10-K/A); |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: July 27, 2018 |
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By: |
/s/ Marvin White |
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Marvin White |
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President and Chief Executive Officer |
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeff Lamothe, certify that:
1. |
I have reviewed this Annual Report on form 10-K of Aptevo Therapeutics Inc. (as amended by this Amendment No. 1 to Annual Report of Aptevo Therapeutics Inc. on Form 10-K/A); |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: July 27, 2018 |
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By: |
/s/ Jeff Lamothe |
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Jeff Lamothe |
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Senior Vice President, Chief Financial Officer, and Treasurer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
RULE 13a-14(b) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED AND
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Amendment No. 1 to Annual Report of Aptevo Therapeutics Inc. on Form 10-K/A for the period ending December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
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(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
Date: July 27, 2018 |
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By: |
/s/ Marvin White |
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Marvin White |
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President and Chief Executive Officer |
“This certification accompanies the Form 10-K/A to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Aptevo Therapeutics Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form-K), irrespective of any general incorporation language contained in such filing.”
Exhibit 32.2
CERTIFICATION PURSUANT TO
RULE 13a-14(b) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED AND
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Amendment No. 1 to Annual Report of Aptevo Therapeutics Inc. on Form 10-K/A for the period ending December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
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(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
Date: July 27, 2018 |
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By: |
/s/ Jeff Lamothe |
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Jeff Lamothe |
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Senior Vice President, Chief Financial Officer, |
“This certification accompanies the Form 10-K/A to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Aptevo Therapeutics Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form-K), irrespective of any general incorporation language contained in such filing.”