Filing Details
- Accession Number:
- 0000899140-25-000439
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-19 20:00:00
- Filed By:
- Hanmi Pharmaceutical Co., Ltd.
- Company:
- Aptose Biosciences Inc. (NASDAQ:APTO)
- Filing Date:
- 2025-03-20
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Hanmi Pharmaceutical Co., Ltd. | 508,710 | 0 | 508,710 | 0 | 508,710 | 19.9% |
Filing
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
|
Aptose Biosciences Inc. (Name of Issuer) |
Common Shares (Title of Class of Securities) |
03835T200 (CUSIP Number) |
Tony Koh HANMI PHARMACEUTICAL CO., LTD., 14 Wiryeseong-Daero, Songpa-Gu Seoul, M5, 05545 82(2)4100436 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/18/2025 (Date of Event Which Requires Filing of This Statement) |
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 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).
SCHEDULE 13D
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| CUSIP No. | 03835T200 |
| 1 |
Name of reporting person
Hanmi Pharmaceutical Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
KOREA, REPUBLIC OF
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
508,710.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares | |
| (b) | Name of Issuer:
Aptose Biosciences Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
66 Wellington Street West, Suite 5300, TD Bank Tower, Box 48, Toronto,
ALBERTA, CANADA
, M5K 1E6. | |
Item 1 Comment:
This Amendment No. 3 (this "Amendment No. 3") supplements and amends the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on September 12, 2023 by Hanmi Pharmaceutical Co., Ltd. (the "Reporting Person"), as amended by each of Amendment No. 1 thereto filed by the Reporting Person with the SEC on February 5, 2024 and Amendment No. 2 thereto filed by the Reporting Person with the SEC on April 26, 2024 (as so amended, prior to the date of this Amendment No. 3, the "Amended Statement"), with respect to the common shares, no par value (the "Common Shares") of Aptose Biosciences Inc., a corporation organized and existing under the laws of Ontario, Canada (the "Issuer"). This Amendment No. 3 is being filed to report that the Issuer and the Reporting Person have entered into the Conversion Agreement and the Second A&R IRA (as described in Item 4 below) and to furnish the other information set forth herein. The items reported below amend the items reported in the Amended Statement. Except as reported herein, all other items reported in the Amended Statement remain unchanged. Capitalized terms contained herein but not otherwise defined shall have the meanings assigned to them in the Amended Statement. Information given in response to each item shall be deemed incorporated by reference in all other items as applicable. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Amended Statement is hereby amended to add the following at the end thereof:
The information contained in Item 4 of Amendment No. 3 is incorporated by reference herein, as applicable. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Amended Statement is hereby amended to add the following at the end thereof:
The Reporting Person previously loaned certain amounts to the Issuer pursuant to and upon the terms and subject to the conditions set forth in that certain Facility Agreement, dated as of August 27, 2024, by and between the Reporting Person and the Issuer (the "Facility Agreement"), a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On March 18, 2025, the Reporting Person and the Issuer entered into each of (i) that certain Debt Conversion and Interest Payment Agreement, dated as of March 18, 2025, by and between the Issuer and the Reporting Person (the "Conversion Agreement"), a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference, and (ii) that certain Second Amended and Restated Investor's Rights Agreement, dated as of March 18, 2025, by and between the Reporting Person and the Issuer (the "Second A&R IRA"). a copy of which is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
Additionally, on March 18, 2025, pursuant to and upon the terms and subject to the conditions set forth in the Conversion Agreement, the Reporting Person converted a portion of the amounts loaned under the Facility Agreement equal in value to $1,513,533.10 (the "Conversion Amount"), and each of the Reporting Person and the Issuer made such representations, warranties, covenants and agreements as set forth in the Second A&R IRA and the Conversion Agreement, respectively, in exchange for the issuance by the Issuer to the Reporting Person of 409,063 Common Shares (the "Acquired Shares" and such conversion, the "Conversion"). The Acquired Shares were issued, and the Conversion Amount was converted by the Reporting Person, at a price equal to $3.70 per Acquired Share.
The Second A&R IRA provides for, among other things, customary registration rights with respect to the Common Shares held by the Reporting Person and with respect to the Common Shares issuable upon the exercise of the 77,972 Warrants currently held by the Reporting Person, which Warrants remain subject to the restrictions on the exercise of any portion thereof to the extent that (among other reasons) after giving effect to such issuance the Reporting Person, its affiliates and other persons acting as a group with the Reporting Person would beneficially own more than 19.99% of the total Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of such Warrants. In addition, pursuant to the Second A&R IRA, the Issuer granted the Reporting Person certain informational and preemptive rights and the right to nominate an individual to serve as an employee of the Issuer as more fully described therein.
The foregoing descriptions of the Facility Agreement, the Conversion Agreement and the Second A&R IRA are qualified in their entirety by the full text of such agreements.
Other than as described above, the Reporting Person does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Person may change their purpose or formulate different plans or proposals with respect thereto at any time. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Amended Statement is hereby amended and restated as follows:
As of the close of business on March 18, 2025 and after giving effect to the Conversion, the Reporting Person may be deemed to beneficially own, in the aggregate, the 508,710 Common Shares directly held by it, representing approximately 19.93% of the Common Shares outstanding (based upon the 2,552,429 Common Shares issued and outstanding as of March 18, 2025, after giving effect to the Conversion, as set forth in the Conversion Agreement).
Although the Warrants remain subject to the restrictions described in Item 4 of this Amendment No. 3, if all of the 77,972 Warrants held by the Reporting Person were deemed exercised, and if all of the Common Shares issuable upon the exercise of such Warrants were deemed issued, the Reporting Person would be deemed to beneficially own, in the aggregate, together with the 508,710 Common Shares directly held by the Reporting Person, 22.30% of the Common Shares deemed outstanding. | |
| (b) | Item 5(b) of the Amended Statement is hereby amended and restated as follows:
The responses of the Reporting Person set forth in Item 5(a) are hereby incorporated by reference, as applicable. | |
| (c) | Item 5(c) of the Amended Statement is hereby amended and restated as follows:
Except for the transactions described in Item 4 of this Amendment No. 3, which information is hereby incorporated by reference, as applicable, the Reporting Person has not effected any transactions with respect to the Common Shares during the past 60 days. | |
| (d) | No other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares that may be deemed to be beneficially owned by the Reporting Person. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Amended Statement is hereby amended to add the following at the end thereof:
The information contained in Item 4 of Amendment No. 3 is incorporated by reference herein, as applicable. Except as described or incorporated by reference in this Amendment No. 3 or elsewhere in the Amended Statement, there are no contracts, arrangements, understandings or relationships between the Reporting Person or, to the best of its knowledge, any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1: Facility Agreement, dated as of August 27, 2024, by and between the Reporting Person and the Issuer, which was previously filed with the SEC on November 12, 2024 as Exhibit 10.1 to the Issuer's quarterly report on Form 10-Q and is incorporated herein by reference.
Exhibit 99.2: Debt Conversion and Interest Payment Agreement, dated as of March 18, 2025, by and between the Issuer and the Reporting Person.
Exhibit 99.3: Second Amended and Restated Investor's Rights Agreement, dated as of March 18, 2025, by and between the Issuer and the Reporting Person. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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