Item 1.01. Entry into a Material Definitive Agreement.
On July 15, 2020, Aptose Biosciences Inc. (Aptose) entered into an Underwriting Agreement (the Underwriting Agreement) with Piper
Sandler & Co., as representative of the underwriters identified therein (collectively, the Underwriters), pursuant to which Aptose agreed to issue and sell 10,500,000 common shares at a public offering price of $5.25 per common
share (the Offering). Under the terms of the Underwriting Agreement, Aptose granted the Underwriters a 30-day option to purchase up to an additional 1,575,000 common shares. Aptose expects to
receive approximately $51.6 million in net proceeds from the Offering (excluding the option to purchase additional shares), after deducting underwriting discounts and commissions but before deducting estimated offering expenses. The common
shares are being offered and sold pursuant to the Companys effective registration statement on Form S-3 (Registration No. 333-235730) (the Registration
Statement), which was declared effective by the Securities and Exchange Commission (the SEC) on January 9, 2020, and the base prospectus included therein, as amended and supplemented by the preliminary prospectus supplement
filed with the SEC on July 15, 2020, and the final prospectus supplement which will be filed with the SEC. The Offering is expected to close on or about July 20, 2020, subject to satisfaction of customary closing conditions.
The above description of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement, which is attached to this report as Exhibit
1.1 and which is incorporated by reference into the Registration Statement.
Item 7.01. Regulation FD Disclosure.
On July 15, 2020, Aptose issued a press release announcing that it had priced the Offering, which press release is filed as Exhibit 99.1 to this report
and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information
in the press release attached as Exhibit 99.1 hereto shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
In connection with the
Offering, Aptose is filing a legal opinion and consent as Exhibit 5.1 and Exhibit 23.1 to this report, which are incorporated by reference into the Registration Statement.
Item 9.01. Financial Statements and Exhibits.