As filed with the U.S. Securities and Exchange Commission on June 7, 2022

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Aptevo Therapeutics Inc.

(Exact name of registrant as specified in its charter)

 

2401 4th Avenue, Suite 1050

Seattle, WA 98121

(Address of principal executive offices) (Zip code)

 

 

Aptevo Therapeutics Inc. 2018 Stock Incentive Plan (as Amended and Restated) 

(Full title of the plan)

 

 

SoYoung Kwon

Senior Vice President and General Counsel

Aptevo Therapeutics Inc.

2401 4th Avenue, Suite 1050

Seattle, WA 98121

(206) 838-0500

 

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

 

 

 

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EXPLANATORY NOTE

On August 9, 2018, Aptevo Therapeutics Inc. (the “Company” or the “Registrant”) filed a registration statement on Form S-8 (File No. 333-226717) (the “Initial Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register 2,925,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), for issuance or sale pursuant to the Aptevo Therapeutics Inc. 2018 Stock Incentive Plan (the “Plan”).

 

The Company’s Board of Directors adopted, subject to approval by stockholders, the 2018 Stock Incentive Plan (as Amended and Restated) (the “Amended Plan”), which the Company’s stockholders approved at the Company’s 2022 Annual Meeting of Stockholders held on June 7, 2022. The Amended Plan made the following amendments, among others, to the Plan:

 

 

 

The Company is filing this registration statement on Form S-8 (this “Registration Statement”) solely for the purpose of registering the 500,000 additional shares of Common Stock authorized for issuance under the Amended Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also includes an indeterminate number of additional shares of Common Stock that may become issuable under the Amended Plan by reason of anti-dilution and other adjustments.

 

Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Initial Registration Statement, and the information required by Part II is omitted, except as supplemented by the information set forth below.

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

 

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation Of Certain Documents By Reference

The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:

(a) the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed on March 24, 2022, including the portions of the Company’s Definitive Proxy Statement on Schedule 14A filed on April 27, 2022 that are incorporated by reference in the Annual Report on Form 10-K;

(b) the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed on May 12, 2022;

 

(c) the Company’s Current Reports on Form 8-K filed on January 21, 2022 (excluding the information furnished pursuant to Item 7.01 thereto), February 9, 2022, February 17, 2022, February 18, 2022, March 29, 2022 (as amended on March 30, 2022), April 7, 2022 and May 31, 2022;

 

(d) the description of the Registrant’s Common Stock which is contained in Exhibit 4.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020; and

 

(e) all other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

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Item 8.Exhibits 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on this 7^th day of June, 2022.

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey G. Lamothe and SoYoung Kwon, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

 

 

 

Exhibit 5.1

 

June 7, 2022

 

 

Aptevo Therapeutics Inc.

2401 4th Avenue, Suite 1050
Seattle, Washington 98121

 

Re:Securities Being Registered under Registration Statement on Form S-8

 

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 500,000 shares (the “Shares”) of common stock, $0.001 par value per share (“Common Stock”), of Aptevo Therapeutics Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2018 Stock Incentive Plan (as Amended and Restated) (the “Plan”).

 

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below.  We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

 

The opinion set forth below is limited to the Delaware General Corporation Law.

 

For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.

 

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

 

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement.  In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

 

 

 

 

 

 

Exhibit 23.1

 

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Aptevo Therapeutics Inc. of our report dated March 24, 2022, relating to the consolidated financial statements of Aptevo Therapeutics Inc. (the “Company”) appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2021, filed with the Securities and Exchange Commission.

 

/s/ Moss Adams LLP

 

Seattle, Washington

June 7, 2022

 

 

 

 

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Aptevo Therapeutics Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities