Aptevo Therapeutics Inc

This proposal asks stockholders to approve an amended and restated Certificate of Incorporation that incorporates prior amendments and formally designates a Series A Junior Participating Preferred Stock series and implements a set of technical and administrative changes. Management seeks shareholder approval to codify previous amendments in a single restated certificate and to add the Series A Preferred Stock designation, which the Appendix A text shows carries substantive economic and voting rights (including high per-share voting and dividend provisions), thereby clarifying the company’s capital structure. The Board frames this as a housekeeping and structural measure to ensure the Certificate accurately reflects prior actions and to provide the company with the authorized preferred stock series described. Approval requires a majority of outstanding common shares, and the Board recommends a “FOR” vote, arguing that the restatement provides legal clarity and administrative efficiency. Material context for investors includes that the Series A designation in the A&R text confers preferential dividend and liquidation features relative to common stock and carries significant voting multipliers; while no immediate issuance is tied to the restatement, the creation of such a class represents latent capacity that could be used strategically in future financings or corporate actions. Potential shareholder concerns include the dilutionary and control effects if preferred shares were later issued, and the concentration of substantive rights in a preferred series; the filing includes the full certificate language (Appendix A) to permit investors to evaluate those terms. The proposal is not contingent on the other proposals and is presented as separate, routine corporate housekeeping in the Board’s view, though the underlying rights of the Series A shares are meaningful and warrant investor review. In recommending approval, the Board emphasizes legal neatness and up-to-date governing documents, while stockholders should weigh the governance implications of authorizing the designated preferred-series framework.

This proposal seeks shareholder approval required under Nasdaq Listing Rule 5635(d) to permit the exercise of recently issued Inducement Warrants and Common Warrants and the issuance of the shares issuable upon their exercise, which in the aggregate equal 20% or more of the company’s outstanding common stock. Management completed private placement transactions on August 12–13, 2026 that generated gross proceeds (~$4.5 million) and included Pre-Funded Warrants, Common Warrants and Inducement Warrants; however, Nasdaq rules treat the warrants and the shares they may produce as a dilutive issuance triggering shareholder approval. The company represents that without approval the warrants will remain non-exercisable and effectively valueless, and that failure to obtain approval could impede access to needed capital and force repeated special meetings every 60 days under the transaction agreements. The Board recommends a “FOR” vote because approval would make the warrants exercisable, permit the expected receipt of cash proceeds upon exercise, and align the transactions with Nasdaq’s listing requirements; the Board also notes registration (a Form S-1) has been filed to register resale of the Warrant Shares. Key investor considerations include the substantial dilution risk (if fully exercised, management states up to ~6.4 million shares could be issuable and the issuance would materially dilute existing holders), the presence of beneficial ownership caps on exercise (4.99%/9.99% limits for certain holders), and proxies to potential market pressure from a large overhang of warrants and subsequent sales. The warrant terms include anti-dilution adjustment mechanics and protections in certain fundamental transactions that may affect takeovers or strategic bids. From a governance and capital allocation perspective, shareholders must weigh short-term liquidity and preservation of financing relationships against dilution and potential adverse effects on share price and control. The Board frames the vote as necessary to preserve the value and intended financing effects of the Transactions, while disclosing risks and alternative consequences if the proposal fails.

This proposal asks stockholders to approve an amendment and restatement of the company’s 2018 Stock Incentive Plan to add 180,000 new shares to the plan reserve (in addition to the shares remaining under the prior plan and any Returning Shares). Management frames the request as necessary to preserve the company’s ability to offer equity awards that align employee, director and consultant interests with stockholders, to retain and recruit key personnel, and to avoid increasing cash compensation that could stress corporate resources. The Board provides quantitative context (152,360 shares remained available under the Current Plan as of August 21, 2026; the requested increase would raise overhang from 1.91% to ~4.17% under the company’s calculations) and indicates the additional shares are expected to meet grant needs until roughly year-end 2027 assuming usage and price stability. The Fifth Amended Plan also includes apparent governance-oriented features—minimum one-year vesting (with limited exceptions), prohibition on repricing without shareholder approval, no liberal share recycling, limits on dividends on unvested awards, enhanced clawback/recoupment provisions, and limits on non-employee director awards—that management highlights to mitigate dilution and align incentives. The Board recommends a “FOR” vote, citing the importance of equity compensation to the company’s pay philosophy and its competitive recruiting needs. Shareholders should weigh the modest incremental dilution against the operational need to issue equity incentives, review the plan’s anti-dilution and share-counting rules, and consider whether the plan’s governance safeguards are sufficient. The company also commits to filing a Form S-8 for the new shares if approved, and discloses that no awards contingent on shareholder approval have already been granted. Overall, the proposal is a conventional request for an additional equity pool, accompanied by governance features intended to limit abuse and manage dilution.

This routine but important procedural proposal asks shareholders to authorize the Board’s proxy holders to adjourn the Special Meeting to another date or dates in order to solicit additional proxies if Proposals 1–3 do not receive sufficient votes at the originally scheduled meeting. Management requests this authorization to preserve flexibility: it enables the company to continue outreach and seek support without having to reconvene a distinct meeting with full new notice if only short additional solicitation time is required. The Board recommends a “FOR” vote because adjournment authority is a common mechanism to ensure contests between timing and vote thresholds do not prevent the company from obtaining shareholder decisions on substantive matters. From the shareholder perspective, the grant of adjournment authority can be double-edged—while it facilitates obtaining necessary approvals and avoids wasted administrative expense, it can also be used to delay a final vote or to keep proposals open for further persuasion of voters. The proxy statement discloses that adjournments of 30 days or less do not require new notice (absent a new record date), which is typical; stockholders should note that approval of this proposal does not itself change the substance of Proposals 1–3 but affects how and when final votes may be concluded. The company states the Adjournment Proposal is separate from the other proposals and recommends shareholders permit this procedural flexibility to ensure an orderly process in the event of insufficient votes.