Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Aptevo Therapeutics Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

03835L207

(CUSIP Number)

 

Kevin Tang

Tang Capital Management, LLC

4747 Executive Drive, Suite 210

San Diego, CA 92121

(858) 200-3830

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

November 3, 2020

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

 

CUSIP NO. 03835L207

13D

Page 2 of 6

 

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).   Tang Capital Partners, LP
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ý
3.	SEC Use Only
4.	Source of Funds   WC
5.	Check If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)   o
6.	Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 1,760,000
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 1,760,000
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,760,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares          ¨
13.	Percent of Class Represented by Amount in Row (11) 42.5%
14	Type of Reporting Person PN

 

 

CUSIP NO. 03835L207

13D

Page 3 of 6

 

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).   Tang Capital Management, LLC
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ý
3.	SEC Use Only
4.	Source of Funds   WC
5.	Check If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)   o
6.	Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 1,760,000
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 1,760,000
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,760,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares          ¨
13.	Percent of Class Represented by Amount in Row (11) 42.5%
14	Type of Reporting Person OO

 

 

CUSIP NO. 03835L207

13D

Page 4 of 6

 

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).   Kevin Tang
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ý
3.	SEC Use Only
4.	Source of Funds   PF, WC, OO
5.	Check If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)   o
6.	Citizenship or Place of Organization   United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 1,760,000
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 1,760,000
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,760,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares           ¨
13.	Percent of Class Represented by Amount in Row (11) 42.5%
14	Type of Reporting Person IN

 

 

Explanatory Note

 

This Statement on Schedule 13D (the “Statement” or “Schedule 13D”) relates to the common stock, par value $0.001 (the “Common Stock”), of Aptevo Therapeutics Inc., a Delaware corporation (the “Issuer”) and amends the Schedule 13D filed on November 6, 2020 (the “Original Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D.

 

This Amendment No. 1 is being filed to amend Item 4 and Item 7 of the Schedule 13D as set forth below. The percentages of beneficial ownership reported herein are based on 4,145,011 shares of Common Stock reported to be issued and outstanding as of November 10, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q that was filed with the Securities and Exchange Commission on November 10, 2020.

 

Item 4. Purpose of Transaction

 

Item 4 of the Schedule 13D is amended by adding the following:

 

On November 18, 2020, the Reporting Persons submitted a bid letter to the Board of Directors of the Issuer offering to acquire the remaining common stock of the Issuer that Tang Capital Partners, LP does not already own for a price of $50.00 per share in cash. A copy of the bid letter is attached as Exhibit 2 and incorporated by reference in this Item 4 in its entirety. 

 

Item 7.   Material to Be Filed as Exhibits

 

	Exhibit 1:	Joint Filing Agreement (previously filed)
	Exhibit 2:	Bid letter, dated November 18, 2020 (filed herewith)

 

SIGNATURES

 

After reasonable inquiry and to the best of his or its knowledge and belief, each of the following Reporting Persons certifies that the information set forth in this statement is true, complete and correct.

 

 

November 18, 2020

  

	Tang Capital Partners, LP
	By:	Tang Capital Management, LLC
	By:	/s/ Kevin Tang
		Kevin Tang, Manager

 

 

	Tang Capital Management, LLC
	By:	/s/ Kevin Tang
		Kevin Tang, Manager

 

 

	/s/ Kevin Tang
	Kevin Tang

 

 

EXHIBIT 2 

 

TANG CAPITAL PARTNERS, LP

4747 EXECUTIVE DRIVE, SUITE 210, SAN DIEGO, CA 92121

(858) 200-3830 FAX (858) 200-3837

 

 

Via Email

 

 

November 18, 2020

 

 

Board of Directors
Aptevo Therapeutics Inc.
2401 4th Avenue, Suite 1050
Seattle, Washington 98121

 

 

Dear Members of the Board:

 

On behalf of Tang Capital Partners, LP (“TCP”), we are pleased to submit a proposal to acquire the remaining common stock of Aptevo Therapeutics Inc. (“Aptevo”) that TCP does not already own for a price of $50.00 per share in cash.

 

Our proposal is based on 4.8 million total shares outstanding, assuming the exercise of all remaining warrants from the March 2019 public offering, and is subject to confirmatory due diligence that would be conducted pursuant to a customary non-disclosure agreement. Additionally, closing of the acquisition would be conditioned upon the Aptevo board waiving the application of the Stockholder Rights Plan and approval in accordance with Section 203 of the Delaware General Corporation Law. We expect that the definitive merger agreement would not contain any financing conditions.

 

We are excited about Aptevo’s prospects and look forward to working more closely with the Company.

 

Sincerely,

 

 

Kevin Tang

 

 

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