Aptose delays vote, amends Hanmi deal

Executive Summary

• Aptose Biosciences amended its arrangement agreement to postpone the special shareholder meeting for its proposed statutory plan of arrangement and continuance to Alberta until March 31, 2026, following SEC comments on Schedule 13E-3.
• The company entered into an $11.1 million U.S. second amended and restated facility agreement with Hanmi Pharmaceutical Co. Ltd. to fund clinical operations for Tuspetinib, with advances up to $2 million each at 6% annual interest.
• The board unanimously recommends shareholder approval for the continuance and arrangement, with a revised record date set for February 24, 2026.

Key Details

• Transaction Structure: Statutory plan of arrangement under the Business Corporations Act (Alberta) to continue from the Canada Business Corporations Act and be acquired by HS North America Ltd., a wholly owned subsidiary of Hanmi Pharmaceutical Co. Ltd.
• Meeting Postponement: Original special meeting scheduled for January 16, 2026, reconvened to March 31, 2026, at 11 a.m. ET to address SEC comments on the transaction statement (Schedule 13E-3).
• Record Date: Revised to close of business on February 24, 2026.
• Court Authorization: Interim order obtained December 12, 2025, from the Court of King's Bench of Alberta authorizing the meeting and related matters.
• Meeting Format: Virtual via live audio webcast; registered shareholders must return proxy forms, non-registered shareholders must return voting instruction forms.
• Financing Agreement: $11.1 million U.S. second amended and restated 2025 facility agreement with Hanmi.
• Financing Terms: Uncommitted facility administered through multiple advances until May 31, 2026; each advance capped at $2 million U.S.; unpaid principal accrues interest at 6% per annum.
• Use of Proceeds: Financing business and clinical operations expenses reasonably related to the advancement of Tuspetinib (TUS).
• Regulatory/Related Party Status: Hanmi is a related party under Canadian securities laws; the company relies on the MI 61-101 financial hardship exemption from formal valuation and minority shareholder approval requirements.
• Board Recommendation: Unanimously recommends shareholders vote for special resolutions approving the continuance and arrangement.
• Filing Status: Definitive proxy statement filed with the SEC; proxy statement, form of proxy, letter of transmittal, and amended Schedule 13E-3 available on SEDAR+ and EDGAR.