UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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As previously disclosed, on May 23, 2023, the shareholders of Aptose Biosciences Inc. (the “Company” or “Aptose”) approved a 1-for-10 to 1-for-20 reverse stock split of the Company's common shares at the Company’s 2023 Annual and Special Meeting, as described in the proxy statement dated April 18, 2023, and the Company’s Board of Directors determined a final ratio of 1-for-15 for the reverse stock split (the “Reverse Stock Split”). The following day, the Company filed articles of amendment under the Canadian Business Corporations Act to implement the Reverse Stock Split. On June 5, 2023, the Company announced that the Reverse Stock Split will become market effective and shares will begin trading on a split-adjusted basis on the Nasdaq Capital Market and the Toronto Stock Exchange (“TSX”) commencing upon market open on June 6, 2023. A copy of the certificate of amendment relating to the Reverse Stock Split (the “Certificate of Amendment”) is attached hereto as Exhibit 3.1 and is incorporated herein by reference. This discussion is qualified in its entirety by reference to the full text of the Certificate of Amendment.
As a result of the Reverse Stock Split, every 15 common shares issued and outstanding will be automatically combined and converted into one issued and outstanding common share. The Company will not issue any fractional shares in connection with the Reverse Stock Split. Instead, the number of shares will be rounded down to the next whole number and shareholders will not receive any compensation in lieu thereof. The Reverse Stock Split will not modify the rights or preferences of the common shares.
Immediately after the Reverse Stock Split becomes effective, there will be approximately 6.3 million common shares issued and outstanding. The common shares will trade under a new CUSIP number, 03835T309, and a new ISIN, CA03835T3091 effective June 6, 2023, and will continue to trade on Nasdaq under the symbol “APTO” and on TSX under the symbol “APS.” Proportionate adjustments will be made, as applicable, to the exercise prices and the number of common shares underlying Aptose’s outstanding equity awards, as well as to the number of common shares issuable under Aptose’s equity incentive plans and certain existing agreements.
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
On June 5, 2023, the Company issued a press release announcing effectiveness of the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference.
(d) Exhibits
| Exhibit Number | Description | |||
| 3.1 | Certificate of Amendment | |||
| 99.1 | Press Release dated June 5, 2023 | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Aptose Biosciences Inc. | ||
| Date: June 5, 2023 | By: | /s/ William G. Rice, Ph.D. |
| William G. Rice, Ph.D. | ||
| Chairman, President, and Chief Executive Officer | ||