If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP NO. 03835L207
|
13D
|
Page 2 of 10
|
1.
|
Names
of Reporting Persons.
I.R.S. Identification Nos. of
above persons (entities only).
Tang Capital Partners, LP
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a) ¨
(b) ý
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds
WC
|
5.
|
Check
If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)
o
|
6.
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
8.
|
Shared
Voting Power
1,760,000
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
1,760,000
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,760,000
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
13.
|
Percent
of Class Represented by Amount in Row (11)
54.4%
|
14
|
Type of Reporting
Person
PN
|
|
|
|
|
CUSIP NO. 03835L207
|
13D
|
Page 3 of 10
|
1.
|
Names
of Reporting Persons.
I.R.S. Identification Nos. of
above persons (entities only).
Tang Capital Management, LLC
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a) ¨
(b) ý
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds
WC
|
5.
|
Check
If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)
o
|
6.
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
8.
|
Shared
Voting Power
1,760,000
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
1,760,000
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,760,000
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
13.
|
Percent
of Class Represented by Amount in Row (11)
54.4%
|
14
|
Type of Reporting
Person
OO
|
|
|
|
|
CUSIP NO. 03835L207
|
13D
|
Page 4 of 10
|
1.
|
Names
of Reporting Persons.
I.R.S. Identification Nos. of
above persons (entities only).
Kevin Tang
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a) ¨
(b) ý
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds
PF, WC, OO
|
5.
|
Check
If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)
o
|
6.
|
Citizenship
or Place of Organization
United States
|
Number
of
Shares Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole Voting
Power
0
|
8.
|
Shared
Voting Power
1,760,000
|
9.
|
Sole Dispositive
Power
0
|
10.
|
Shared
Dispositive Power
1,760,000
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,760,000
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
13.
|
Percent
of Class Represented by Amount in Row (11)
54.4%
|
14
|
Type of Reporting
Person
IN
|
|
|
|
|
Item 1. Security and Issuer
This Statement on Schedule 13D (the
“Statement” or “Schedule 13D”) relates to the common stock, par value $0.001 (the “Common Stock”),
of Aptevo Therapeutics Inc., a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is
located at 2401 4th Avenue, Suite 1050, Seattle, WA 98121.
Item 2. Identity and Background
This Statement is being jointly filed
in accordance with the Joint Filing Agreement attached hereto as Exhibit 1 on behalf of the following individuals and entities
(each, a “Reporting Person” and collectively, “Reporting Persons”), pursuant to Rule 13d-1(k)(1) promulgated
by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended:
Tang Capital Partners, LP
Tang Capital Management, LLC
Kevin Tang
Information Regarding Each Reporting Person
Tang Capital Partners, LP
The business address of Tang Capital
Partners, LP is:
4747 Executive Drive, Suite 210
San Diego, CA 92121
Tang Capital Partners, LP
is a limited partnership engaged in capital management.
Tang Capital Management, LLC
The business address of Tang Capital
Management, LLC is:
4747 Executive Drive, Suite 210
San Diego, CA 92121
Tang Capital Management, LLC is a limited liability
company that is the general partner of Tang Capital Partners, LP.
Kevin Tang
The business address of Kevin Tang
is:
4747 Executive Drive, Suite 210
San Diego, CA 92121
Mr. Tang is the manager of Tang Capital
Management, LLC.
Information Regarding Legal Proceedings
To the knowledge of the Reporting Persons,
no individual or entity identified in this Item 2 has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such party was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Citizenship
Tang Capital Partners, LP is a Delaware
limited partnership. Tang Capital Management, LLC is a Delaware limited liability company. Mr. Tang is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons have expended an aggregate of approximately
$28.1 million to purchase 1,760,000 shares of the Issuer’s Common Stock. Such purchases were effected through the open market.
The Common Stock was acquired in the ordinary course of business. Subject to the following paragraph, Tang Capital Partners, LP
used its own funds for the purchases, none of which were borrowed or otherwise obtained from any other source.
Tang Capital Partners, LP maintains commingled margin accounts
with various financial institutions, which may extend margin credit to Tang Capital Partners, LP as and when required, to open
or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and credit policies.
In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances
in the accounts. The margin accounts may from time to time have debit balances. Since multiple different securities are held in
the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock
reported herein.
Item 4. Purpose of Transaction
The Reporting Persons are engaged in the investment business. The purpose of the acquisition of the shares
of the Issuer’s Common Stock is for investment, and the acquisitions of such stock were made in the ordinary course of the
Reporting Persons’ businesses.
Depending upon overall
market conditions and the performance of the Company in the future, and the availability of Common Stock or other securities in
the Issuer at prices that would make the purchase or sale of such Common Stock or other securities desirable, the Reporting Persons
may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Common Stock
or other securities on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting
Person may deem advisable.
Except as set forth herein, the Reporting Persons have no present
intent or proposals that relate to or would result in any of the transactions or other matters specified in clauses (a) through
(j) of Item 4 of Schedule 13D, provided that the Reporting Persons may, at any time, review or reconsider their position with respect
to the Issuer and reserve the right to develop such plans or proposals.
Item 5. Interest
in Securities of the Issuer.
|
(a)
|
Amount beneficially owned and percentage of class:
|
|
Tang Capital Partners, LP
|
1,760,000
shares, representing 54.4% of the class
|
|
Tang Capital Management, LLC
|
1,760,000 shares, representing 54.4% of the class
|
|
Kevin Tang
|
1,760,000 shares, representing 54.4% of the class
|
Tang Capital Partners, LP is the beneficial owner of 1,760,000
shares of the Issuer’s Common Stock. Tang Capital Partners, LP shares voting and dispositive power over such shares of Common
Stock with Tang Capital Management, LLC and Kevin Tang.
Tang Capital Management, LLC, as the
general partner of Tang Capital Partners, LP, may be deemed to beneficially own the shares of the Issuer’s Common Stock
owned by Tang Capital Partners, LP. Tang Capital Management, LLC shares voting and dispositive power over such shares with Tang
Capital Partners, LP and Kevin Tang.
Kevin Tang, as the manager of Tang Capital
Management, LLC, may be deemed to beneficially own the shares of the Issuer’s Common Stock beneficially owned by Tang Capital
Partners, LP. Kevin Tang shares voting and dispositive power over such shares with Tang Capital Partners, LP and Tang Capital Management,
LLC.
The percentages used herein are based
on 3,232,811 shares of Common Stock reported to be issued and outstanding as of August 14, 2020, as set forth in the Company’s
Quarterly Report on Form 10-Q that was filed with the Securities and Exchange Commission on August 14, 2020.
|
(b)
|
Voting and disposition powers:
|
|
Sole power to vote or direct the vote:
|
|
|
|
|
|
|
|
Tang Capital Partners, LP
|
|
0 shares
|
|
Tang Capital Management, LLC
|
|
0 shares
|
|
Kevin Tang
|
|
0 shares
|
|
|
|
|
|
Shared power to vote or direct the vote:
|
|
|
|
|
|
|
|
Tang Capital Partners, LP
|
|
1,760,000 shares
|
|
Tang Capital Management, LLC
|
|
1,760,000 shares
|
|
Kevin Tang
|
|
1,760,000 shares
|
|
Sole power to dispose or direct the disposition:
|
|
|
|
|
|
|
|
Tang Capital Partners, LP
|
|
0 shares
|
|
Tang Capital Management, LLC
|
|
0 shares
|
|
Kevin Tang
|
|
0 shares
|
|
|
|
|
|
Shared power to dispose or direct the disposition:
|
|
|
|
|
|
|
|
Tang Capital Partners, LP
|
|
1,760,000 shares
|
|
Tang Capital Management, LLC
|
|
1,760,000 shares
|
|
Kevin Tang
|
|
1,760,000 shares
|
|
(c)
|
The Reporting Persons have engaged in the following transactions
in the Issuer’s Common Stock during the last 60 days:
|
Entity
|
Transaction
|
Trade Date
|
Shares
|
Price/Share
|
Tang Capital Partners, LP
|
Purchase
|
November 3, 2020
|
174,734
|
$ 9.651
|
Tang Capital Partners, LP
|
Purchase
|
November 3, 2020
|
145,266
|
$10.402
|
Tang Capital Partners, LP
|
Purchase
|
November 4, 2020
|
44,561
|
$10.403
|
Tang Capital Partners, LP
|
Purchase
|
November 4, 2020
|
27,060
|
$10.954
|
Tang Capital Partners, LP
|
Purchase
|
November 4, 2020
|
88,379
|
$13.115
|
Tang Capital Partners, LP
|
Purchase
|
November 4, 2020
|
160,000
|
$13.836
|
Tang Capital Partners, LP
|
Purchase
|
November 4, 2020
|
99,854
|
$13.657
|
Tang Capital Partners, LP
|
Purchase
|
November 4, 2020
|
60,146
|
$16.338
|
Tang Capital Partners, LP
|
Purchase
|
November 4, 2020
|
160,000
|
$16.849
|
_____________________________
1
The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $9.06
to $10.05. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the SEC staff, upon request,
all information regarding the number of shares purchased at each price within the ranges set forth in Footnotes 1 through 19 herein.
2
The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $10.06
to $10.50.
3
The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $9.87
to $10.86.
4
The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging
from $10.88 to $11.00.
5
The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging
from $12.88 to $13.44.
6
The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging
from $13.33 to $14.00.
7
The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging
from $13.18 to $14.00.
8
The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging
from $16.18 to $16.45.
9
The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging
from $16.33 to $17.00.
Tang Capital Partners, LP
|
Purchase
|
November 5, 2020
|
160,000
|
$15.3110
|
Tang Capital Partners, LP
|
Purchase
|
November 5, 2020
|
77,133
|
$14.2211
|
Tang Capital Partners, LP
|
Purchase
|
November 5, 2020
|
71,241
|
$15.3212
|
Tang Capital Partners, LP
|
Purchase
|
November 5, 2020
|
171,626
|
$23.7913
|
Tang Capital Partners, LP
|
Purchase
|
November 5, 2020
|
137,241
|
$20.7814
|
Tang Capital Partners, LP
|
Purchase
|
November 5, 2020
|
8,482
|
$20.9415
|
Tang Capital Partners, LP
|
Purchase
|
November 6, 2020
|
34,044
|
$20.6316
|
Tang Capital Partners, LP
|
Purchase
|
November 6, 2020
|
29,682
|
$22.3317
|
Tang Capital Partners, LP
|
Purchase
|
November 6, 2020
|
107,901
|
$23.4818
|
Tang Capital Partners, LP
|
Purchase
|
November 6, 2020
|
2,650
|
$23.8719
|
Item 6. Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the Issuer.
Reference is made to the relationships
described in Item 5(a) of this Statement.
The Reporting Persons have entered into a Joint Filing Agreement.
See Item 2.
Any of the Reporting Persons may from time to time acquire
or dispose of Issuer securities. Such acquisitions or dispositions may be made in the open market or in privately negotiated transactions.
Item 7. Material
to Be Filed as Exhibits
|
Exhibit 1:
|
Joint Filing Agreement
|
* * *
_____________________________
10
The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $14.74
to $15.50.
11
The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $13.98
to $14.93.
12
The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $14.98
to $15.50.
13
The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $23.09
to $24.00.
14
The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $20.18
to $21.00.
15
The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $20.86
to $21.00.
16
The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $20.10 to $21.00.
17
The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $21.85
to $22.84.
18
The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $22.85
to $23.84.
19
The price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $23.85
to $23.87.
SIGNATURES
After reasonable inquiry
and to the best of his or its knowledge and belief, each of the following Reporting Persons certifies that the information set
forth in this statement is true, complete and correct.
November 6, 2020
|
Tang Capital Partners, LP
|
|
|
|
|
|
|
|
|
|
|
By:
|
Tang Capital Management, LLC
|
|
|
|
|
|
|
By:
|
/s/ Kevin Tang
|
|
|
|
Kevin Tang, Manager
|
|
|
Tang Capital Management, LLC
|
|
|
|
|
|
|
By:
|
/s/ Kevin Tang
|
|
|
|
Kevin Tang, Manager
|
|
|
/s/ Kevin Tang
|
|
|
Kevin Tang
|
|
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule
13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to
the common stock, par value $0.001, of Aptevo Therapeutics Inc., and that this Agreement be included as an Exhibit to such joint
filing. The Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 6th
day of November, 2020.
|
Tang Capital Partners, LP
|
|
|
|
|
|
|
|
|
|
|
By:
|
Tang Capital Management, LLC
|
|
|
|
|
|
|
By:
|
/s/ Kevin Tang
|
|
|
|
Kevin Tang, Manager
|
|
|
Tang Capital Management, LLC
|
|
|
|
|
|
|
By:
|
/s/ Kevin Tang
|
|
|
|
Kevin Tang, Manager
|
|
|
/s/ Kevin Tang
|
|
|
Kevin Tang
|
|