As of June 30, 2026, there were 3 outstanding warrants issued in 2023 with exercise prices ranging from $136,555.20 to $363,369.60 per share and 4,645 outstanding warrants issued in 2024 with exercise prices ranging from $428.40 to $17,892 per share.

On April 4, 2025, we completed a registered direct offering and a concurrent private placement (the “April 4, 2025 Offering”), in which we issued 4,901 shares of common stock and accompanying common warrants to purchase up to an aggregate of 9,803 shares of common stock at an exercise price of $428.40 per share for a combined offering price of $428.40 per share and accompanying common warrants. The common warrants became immediately exercisable following the date of stockholder approval on May 14, 2025 and will expire in May 2030. We received $2.1 million in gross proceeds less total issuance costs of $0.2 million. In connection with the April 4, 2025 Offering, we also agreed to amend certain existing warrants that were previously issued on December 12, 2024 to purchase up to 4,575 shares of common stock and had an exercise price of $3,430.80 per share, and reduced the exercise price of these warrants to $428.40 per share. The Company recognized the $0.6 million modification date incremental

value of the modified warrants as compared to the original warrants as a non-cash issuance cost of the April 4, 2025 Offering. Given the common warrants were equity classified, the modified fair value of existing common warrants to purchase common stock has been accounted for in additional paid-in capital as an equity cost because the modification was done in order to raise equity in conjunction with the April 4, 2025 Offering. As of June 30, 2026 we have 9,812 common warrants outstanding in connection with the April 4, 2025 Offering.

On April 22, 2025, we completed a registered direct offering (the April 22, 2025 Offering and together with the April 4, 2025 Offering, the April 2025 Offerings), in which we issued 6,455 shares of common stock at a purchase price of $310.32 per share. We received $2.0 million in gross proceeds less total issuance costs of $0.2 million. We did not issue any common warrants in connection with the April 22, 2025 Offering.

On June 20, 2025, we completed an offering priced at-the-market (the “June 2025 Offering”) with certain institutional investors, in which we received gross proceeds $8.0 million, which included 136,944 shares of common stock (or pre-funded warrants in lieu thereof, all of which have been exercised as of June 30, 2025) and accompanying common warrants to purchase up to 684,722 shares of common stock at an exercise price of $58.50 per share for a combined purchase price of $58.50 per share and accompanying common warrants. The common warrants became immediately exercisable following the date of stockholder approval on July 24, 2025 and will expire in July 2030. We received $8.0 million in gross proceeds less total issuance costs of $0.7 million. 22,223 shares were exercised in 2025 at an average price of $25.10 per share. As of June 30, 2026, there were 672,320 common warrants outstanding in connection with our 2025 Offerings with exercise prices ranging from $11.70 to $428.40 per share.

Additionally, the common warrants issued in our June 2025 Offering include a down-round feature. On January 23, 2026, in connection with the sales of common warrants and common stock, the exercise price of the common warrants issued in connection with the June 2025 Offering was lowered to $11.70 per share representing the floor price of those warrants. Upon the trigger of the down round provision of these common warrants, on January 23, 2026, the Company recorded a deemed dividend of $0.1 million which represents the fair value transferred to the warrant holders from the down round feature being triggered. The deemed dividend increased net loss attributable to common equity by $0.1 million in the condensed consolidated statement of operations for the three months ended March 31, 2026. The Company calculated the difference between the common warrants' fair value on January 23, 2026, the date the down round feature was triggered, using the current exercise price at the time of $19.01 and the new exercise price of $11.70.

The following assumptions were used to estimate the fair value of the warrants using the Black-Scholes option pricing model:


		January 23, 2026

Exercise price		$19.01-$11.70
Expected volatility		178.49%
Risk-free interest rate		3.53%
Expected average life of warrants		4.5

On May 26, 2026, pursuant to the Stock Purchase Agreement with Niowave, the Company issued 98,522 shares of common stock and 53,201 accompanying warrants to purchase 53,201 shares of common stock in a private placement at a combined purchase price of $5.075 per share for aggregate gross proceeds of $500,000. Each warrant is immediately exercisable, with an exercise price of $8.00 per share of common stock. Niowave also received the right, but not the obligation, to purchase up to 97,373 additional shares of common stock at prevailing market prices, subject to specified conditions and a 19.99% beneficial ownership limitation. The Additional Share Purchase Right is exercisable until the earlier of the third anniversary of the Niowave Collaboration Agreement or FDA approval of an investigational new drug application for a combination product. The warrants are exercisable from issuance through May 25, 2031, may be exercised on a cash or cashless basis in certain circumstances, and include a 9.99% beneficial ownership limitation.

The related Investor Rights Agreement includes customary lock-up, standstill, market stand-off, transfer restriction and registration rights provisions, including restrictions on transfers of the initial shares, certain acquisition or control activities, and ownership above 19.99% of the Company’s outstanding common stock.

The Company allocated the proceeds from the transaction between the common stock, Additional Share Purchase Right and warrants on a relative fair value basis. Because the Additional Share Purchase Right is exercisable at the prevailing market price, the Company determined its initial fair value was nominal.


		May 25, 2026

Exercise price		$8.00
Expected volatility		122.21%
Risk-free interest rate		3.86%
Expected average life of warrants		5 years

Aptevo uses Black-Scholes valuation model for estimating the fair value of the common warrants included in public and direct offerings. The warrants are classified as an equity instrument because they are both indexed to the Company's own stock and classified in stockholders' equity and are recorded at fair value on the date of issuance. The Company issued 53,201 shares of common warrants for the six months ended June 30, 2026.

The following is a summary of the common warrants activities for the six months ended June 30, 2026:

On June 16, 2025, we entered into a Standby Equity Purchase Agreement with Yorkville. Pursuant to the First SEPA, the Company has the right, but not the obligation, to issue and sell to Yorkville from time to time up to $25.0 million of the Company’s common stock during the 36 months following the execution of the First SEPA, subject to market conditions, restrictions, and satisfaction of the conditions in the First SEPA. As consideration for Yorkville’s irrevocable commitment to purchase the shares of common stock up to the commitment amount (the “First Commitment Amount”), the Company paid a structuring fee in the amount of $25,000 to Yorkville, and the Company has agreed to pay a commitment fee to Yorkville in an amount equal to 2.00% of the First Commitment Amount in five equal installments. We accounted for the structuring and the commitment fee as deferred issuance cost. As of June 30, 2026, the remaining availability under the First SEPA is $7.9 million. On July 24, 2025, we received shareholder approval for the potential issuance of 19.99% or more of the aggregate number of shares of outstanding common stock pursuant to the First SEPA.

On January 8, 2026, we entered into the Second SEPA, the Company has the right, but not the obligation, to issue and sell to Yorkville from time to time up to $60.0 million (the “Second Commitment Amount”) of our common stock during the 36 months following the execution of the Second SEPA, subject to the restrictions and satisfaction of the conditions in the Second SEPA. The Company paid a structuring fee in the amount of $25,000 to Yorkville, and the Company has agreed to pay a commitment fee to Yorkville in an amount equal to 2.00% of the Second Commitment Amount in five equal installments. Pursuant to the Second SEPA, we will not sell shares of our common stock to Yorkville that would result in the beneficial ownership of Yorkville and its affiliates (on an aggregated basis) exceeding 9.99% of our then outstanding common stock. As of June 30, 2026, the remaining availability under the Second SEPA is $58.9 million. On February 18, 2026, we received shareholder approval for the potential issuance of 19.99% or more of the aggregate number of shares of outstanding common stock pursuant to the Second SEPA.

In addition, for the six month ended June 30, 2026, we paid $0.7 million of commitment fees to Yorkville in connection with the two SEPAs, compared to $0.1 million for the six months ended June 30, 2025.

On April 28, 2025, we entered into an At The Market Offering Agreement (the “ATM Agreement”) with Roth Capital Partners, LLC, as sales agent (“Roth”), for an aggregate offering price of $50.0 million, pursuant to which we may offer and sell shares of our common stock from time to time through Roth. The compensation to Roth for the shares sold pursuant to the ATM Agreement will be an amount equal to 3.0% of the gross sales price of the shares sold under the ATM Agreement. The sale of such shares of common stock by Roth will be effected under the Company’s existing shelf Registration Statement on Form S-3, which was declared effective on February 26, 2025 (the “Registration Statement”). On June 20, 2025, we filed the latest amendment to the prospectus supplement

to the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 (“General Instruction I.B.6”), which updated the amount of shares that we are eligible to sell under the ATM Agreement to an aggregate of $8.0 million. We did not issue any shares under the ATM Agreement for the six months ended June 30, 2026. We issued 26,768 shares of common stock at an average price of $140.58 per share under the ATM Agreement and received $3.8 million in proceeds from the issuance of these shares for the six months ended June 30, 2025. There is currently no remaining availability under the ATM Agreement due to limitations of General Instruction I.B.6. Additional capacity is expected to become available after October 2026.

On November 8, 2020, our Board of Directors (the "Board") approved and adopted a Rights Agreement (the "Rights Agreement"), dated as of November 8, 2020, by and between the Company and Broadridge Corporate Issuer Solutions, Inc., as rights agent, pursuant to which the Board declared a dividend of one preferred share purchase right (each, a "Right") for each outstanding share of the Company’s common stock held by stockholders as of the close of business on November 23, 2020. One Right also will be issued together with each Common Share issued by the Company after November 23, 2020, but before the Distribution Date (as defined below) (or the earlier redemption or expiration of the Rights) and, in certain circumstances, after the Distribution Date. When exercisable, each Right initially would represent the right to purchase from the Company one one-thousandth of a share of a newly-designated series of preferred stock, Series A Junior Participating Preferred Stock, par value $0.001 per share, of the Company. Subject to various exceptions, the Rights become exercisable in the event any person (excluding certain exempted or grandfathered persons) becomes the beneficial owner of ten percent (10%) or more of the Company’s common stock without the approval of the Board. On October 30, 2025, we entered into Amendment No. 5 to the Rights Agreement and extended the expiration of such agreement to October 29, 2026. We have evaluated the rights agreement and determined that it does not represent a derivative or a liability.

On July 24, 2025, at the 2025 annual meeting of stockholders, our stockholders approved the Third Amended and Restated 2018 Stock Incentive Plan (the “Third Amended 2018 SIP”), which increased the number of shares authorized for issuance under the plan by 13,888 shares of common stock. As of June 30, 2026, 7,360 shares were available for grant under the Third Amended 2018 SIP.

Stock options and RSUs under the Third Amended 2018 SIP generally vest pro rata over a one-year or three-year period. Stock options terminate ten years from the grant date, though the specific terms of each grant are determined individually. The Company’s executive officers, members of our board of directors, and certain other employees and consultants may be awarded options and/or RSUs with different vesting criteria, and awards granted to non-employee directors will vest over a one-year period. Option exercise and RSU grant prices for new awards granted by the Company equal the closing price of the Company’s common stock on the Nasdaq Capital Market on the date of grant.

Stock-based compensation expense includes amortization of stock options and RSUs granted to employees and non-employees and has been reported in our unaudited condensed consolidated statements of operations as $0.12 million and $0.02 million for the six months ended June 30, 2026 and 2025, respectively.

The Company accounts for stock-based compensation by measuring the cost of employee services received in exchange for all equity awards granted based on the fair value of the award as of the grant date. The Company recognizes the compensation expense over the vesting period. All assumptions used to calculate the grant date fair value of non-employee equity awards are generally consistent with the assumptions used for equity awards granted to employees. In the event the Company terminates any of its consulting agreements, the unvested equity underlying the agreements would also be forfeited.

As of June 30, 2026, we had $0 unrecognized compensation expense. The Company did not issue options and had no outstanding options during the three and six months ended June 30, 2026 and 2025.

As of June 30, 2026, we have 6,542 shares of RSUs with a weighted average fair value of $40.24 per unit outstanding and expected to vest. There was $0.05 million unrecognized stock-based compensation expense related to unvested RSUs expected to vest over the weighted-average period of 0.2 years.

The fair value of each RSU has been determined to be the closing trading price of the Company’s common stock on the date of grant as quoted on the Nasdaq Capital Market.