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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 18, 2026

 

 

APTEVO THERAPEUTICS INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-37746

81-1567056

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

2401 4th Avenue

Suite 1050

 

Seattle, Washington

 

98121

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (206) 838-0500

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.001 par value

 

APVO

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

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 13(a) of the Exchange Act.

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

On February 18, 2026, Aptevo Therapeutics Inc. (the “Company”) held its Special Meeting of Stockholders (the “Special Meeting”), at which a quorum was present. Stockholders considered three proposals outlined below, each of which is described in more detail in the Company’s definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on January 26, 2026 (the “Proxy Statement”). The final voting results with respect to each of the proposals acted upon at the 2026 Special Meeting are set forth below.

 

Proposal 1: Approval of the Company's Amended and Restated Certificate of Incorporation

 

An amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to make certain technical and administrative changes was not approved based on the following:

 

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

273,162

 

61,044

 

4,928

 

0

 

Proposal 2: Approval of the stock issuance under the Standby Equity Purchase Agreement (“SEPA”) with YA II PN, Ltd. (“Yorkville”)

 

The issuance of more than 19.99% of the Company's issued and outstanding common stock as of January 8, 2026 pursuant to the SEPA with Yorkville, pursuant to Nasdaq Listing Rules 5635(d) and 5635(b) was approved based on the following:

 

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

83,051

 

29,168

 

1,816

 

225,099

Proposal 3: Authorization to adjourn the Special Meeting

 

The authorization to adjourn the Special Meeting to a later date, if necessary or appropriate, was approved based on the following votes:

 

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

270,356

 

64,975

 

3,803

 

0

 

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

APTEVO THERAPEUTICS INC.

 

 

 

 

Date:

February 19, 2026

By:

/s/ Marvin L. White

 

 

 

Marvin L. White
President and Chief Executive Officer