Amendments to Bylaws Form 8 K

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) Amendment of Articles of Incorporation to Effect Reverse Stock Split

On October 25, 2024, Aptevo Therapeutics Inc. (the "Company") held a Special Meeting of Stockholders (the "Special Meeting") at which the Company's stockholders approved a series of alternate amendments to the Company's Amended and Restated Certificate of Incorporation to effect, at the option of the Board of Directors of the Company (the "Board"), a reverse split of the Company's common stock at a ratio ranging from 1-for-5 to 1-for-37, inclusive, with the effectiveness of one of such amendments and the abandonment of the other amendments, or the abandonment of all amendments, to be determined by the Board in its sole discretion following the Special Meeting. The specific 1-for-37 reverse split ratio was subsequently approved by the Board on October 25, 2024.

On September 23, 2024, the Board approved an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of its common stock at the reverse split ratio of 1-for-37 (the "Reverse Stock Split"). Accordingly, on December 2, 2024, the Company filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation (the "Amendment") with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. The Amendment was effective at 5:01 p.m. Eastern Time on December 3, 2024 (the "Effective Time").

The Amendment provides that, at the Effective Time, every 37 shares of the Company's issued and outstanding common stock was automatically combined into one issued and outstanding share of common stock, without any change in par value per share. As a result of the Reverse Stock Split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all then outstanding stock options, restricted stock units and warrants, which will result in a proportional decrease in the number of shares of the Company's common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock units and warrants, and, in the case of stock options and warrants, a proportional increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under the Company's equity compensation plans immediately prior to the Effective Time will be reduced proportionately.

No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof. As to any fraction of a share of the Company's common stock which warrant holders would otherwise be entitled to purchase upon such exercise, the Company will round up to the next whole share. The Reverse Stock Split was effected on a record holder-by-record holder basis, such that any fractional shares resulting from the Reverse Stock Split and held by a single record holder will be aggregated. The Reverse Stock Split will affect all stockholders proportionately and will not affect any stockholder's percentage ownership of the Company's common stock (except to the extent that the Reverse Stock Split results in any stockholder owning only a fractional share).

The Company's common stock will begin trading on The Nasdaq Capital Market on a split-adjusted basis when the market opens on December 4, 2024. The new CUSIP number for the Company's common stock following the Reverse Stock Split is 03835L 405.

The foregoing description is qualified in its entirety by the Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.