Aptevo Therapeutics Inc

This proposal asks shareholders to approve an Amended and Restated Certificate of Incorporation that consolidates prior amendments, formally designates a new series of preferred stock (Series A Junior Participating Preferred Stock), updates the company’s principal address and confirms perpetual existence, and clarifies the application of Delaware General Corporation Law Section 242(d). Management seeks shareholder approval to ensure the company’s charter records current legal and administrative provisions and to permit future corporate actions consistent with the restated terms. The inclusion of the Series A Preferred Stock designation codifies the structure and substantive rights (as detailed in Appendix A) associated with that series, which may affect dividend, liquidation, and voting priorities relative to common stock. The restatement is largely technical and housekeeping in nature, though it contains substantive elements (Preferred series designations and reverse-split history reflected in the appended charter) that investors should review. The Board’s recommendation is driven by a desire for legal clarity and administrative accuracy to avoid ambiguities in corporate governance and to memorialize prior actions. Approval requires a majority of outstanding shares; abstentions and broker non-votes count as against. The corporate-law nuances (e.g., Section 242(d) treatment) may limit certain stockholder voting rights for amendments affecting preferred series; investors should note those governance protections and supermajority requirements embedded in the restated charter. While the proposal is not transaction- or financing-oriented, the Series A Preferred Stock terms, if issued in the future, could materially affect common stockholders by introducing senior dividend and liquidation preferences and enhanced voting multipliers; thus, shareholders should consider both the technical intent and potential future effects when voting.

Proposal 2 requests shareholder approval to remove the SEPA Exchange Cap that currently limits below‑Minimum Price issuances to Yorkville to 19.99% of outstanding common stock, thereby authorizing potential issuances greater than 19.99% of outstanding shares under the standby equity purchase agreement. Management negotiated a $60 million commitment facility with Yorkville that gives the company the right to sell shares over a 36‑month period via Advances priced at 96% of the lowest VWAP during a specified three‑day window, subject to certain minimum price protections and maximum Advance sizing tied to recent trading volume. Nasdaq rules require shareholder approval for potential change‑of‑control or dilutive private issuances at or above 20%, so this vote is primarily procedural to comply with Listing Rules 5635(b) and 5635(d). The company frames the SEPA as an expedient, flexible capital source to fund working capital, capex, operating expenses and selective business development, and the Board concludes it is in shareholders’ best interests for preserving liquidity and optionality. The principal downside for shareholders is dilution — potentially material — and the mechanical pricing at a discount to contemporaneous VWAP (96% of the lowest of three days), which may result in sales at prices below prevailing market or the Minimum Price absent further protections. The proposal includes clear disclosures of pricing mechanics, termination rights, fees (including a 2% commitment fee) and the Company’s right to control timing and size of Advances; thus, investors can model potential dilution scenarios although exact dilution depends on future stock price dynamics and Advance activity. Failure to approve could force the company to seek alternative financing that management says may be more dilutive or less favorable; approval preserves a committed financing relationship but at the cost of potential issuer‑driven dilution and discounted executions. Given the tradeoff between near‑term liquidity optionality and dilution risk, the Board recommends a vote FOR, emphasizing that the facility enhances financial flexibility while cautioning investors about possible material dilution.

The adjournment proposal asks shareholders to authorize the company’s proxy holders to adjourn the special meeting to another date and continue soliciting proxies if there are not enough votes to approve Proposal 1 or Proposal 2. Management’s rationale is procedural: approval preserves the Board’s ability to seek additional support without restarting the entire meeting process or, in many cases, establishing a new record date, allowing the company to continue outreach including to previously opposing or unresponsive holders. Approving adjournment is common and typically viewed as governance housekeeping, but it has tactical importance because it allows the Board to delay final votes and further influence or persuasion efforts, potentially changing outcomes. For shareholders it means an increased chance that management can obtain approval over time, but also prolongs uncertainty and may allow concentrated proponents of a different view to continue campaigning. The adjournment vote requires a majority of votes cast and is not affected by abstentions or broker non-votes, reducing the impact of passive holdings. While routine in many contexts, the adjournment power can be material in close contests—here it could determine whether the SEPA approval or charter restatement is ultimately adopted after additional solicitation. Given the Board’s stated intentions and the company’s current capital needs, management recommends FOR, framing the measure as necessary contingency to ensure adequate time to solicit shareholder support if initial votes are insufficient.