Aptose Biosciences Announces Amendment to Arrangement Agreement and Details of Postponed Special Meeting of Shareholders

Executive Summary

• Aptose Biosciences entered into an amended and restated arrangement agreement to continue under Alberta law and be acquired by HS North America Ltd., a Hanmi Pharmaceutical subsidiary, via a statutory plan of arrangement.
• The special shareholders’ meeting originally set for Jan. 16, 2026 has been reconvened to Mar. 31, 2026 to obtain approval of the Continuance and Arrangement after SEC comments on the Schedule 13E‑3 filing.
• Aptose also signed a US$11.1 million second amended and restated 2025 facility agreement with Hanmi, providing up to US$2 million per advance (interest 6% p.a.) to fund clinical operations for its lead compound Tuspetinib.

Key Details

• Amended & Restated Arrangement Agreement – dated Feb. 23, 2026; replaces the Nov. 18, 2025 agreement; sets terms for continuance under Alberta Business Corporations Act and subsequent acquisition by Hanmi Purchasers.
• Reconvened Special Meeting – now scheduled for Mar. 31, 2026 at 11:00 a.m. EST (virtual audio webcast). Record date moved to close of business Feb. 24, 2026. Proxy statement filed with SEC and available on SEDAR+ and EDGAR.
• Court Order – interim order from the Court of King’s Bench of Alberta (Dec. 12, 2025) authorizing the meeting and related matters.
• Board Recommendation – unanimous recommendation that shareholders vote “FOR” the resolutions approving the Continuance and Arrangement.
• Second A&R 2025 Facility Agreement – US$11.1 million facility with Hanmi; uncommitted, advances available until May 31, 2026; each advance ≤ US$2 million; interest at 6% per annum; proceeds to fund business and clinical expenses for Tuspetinib (TUS). No funds received yet; first advance expected soon.
• Related‑Party Transaction Exemption – facility agreements qualify as related‑party transactions under MI 61‑101; company relies on “financial hardship” exemption from formal valuation and minority approval requirements.

Notable Quotes

“The Board unanimously recommends that shareholders vote FOR the special resolutions approving the Continuance and the Arrangement at the Reconvened Meeting.” – Aptose Biosciences Board of Directors

Materiality Assessment: Material – Positive (the transaction represents a definitive step toward acquisition by a larger pharmaceutical entity and includes a new financing facility to support ongoing clinical development).