As filed with the Securities and Exchange Commission on April 1, 2022
Registration No. 333-257446
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
APTOSE BIOSCIENCES INC.
(Exact name of registrant as specified in its charter)
|
|
|
| Canada |
|
98-1136802 |
(State or other jurisdiction of
incorporation) |
|
(IRS Employer
Identification No.) |
251 Consumers Road, Suite 1105
Toronto, Ontario
Canada
M2J 4R3
(Address, including zip code, of principal executive offices)
Registrant’s telephone number, including area code: (647) 479-9828
Aptose Biosciences Inc. 2021 Employee Stock Purchase Plan (“Purchase Plan”)
Aptose Biosciences Inc. 2021 Stock Incentive Plan (“Incentive Plan”)
(Full titles of plans)
Aptose Biosciences U.S. Inc.
12270 High Bluff Drive, Suite 120
San Diego, California 92130
(858) 926-2730
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Daniel
M. Miller
Dorsey & Whitney LLP
Suite 1070 – 1095 West Pender Street
Vancouver, B.C.
Canada
V6E 2M6
604-630-5199
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
|
|
|
|
|
|
|
| Large accelerated filer |
|
☐ |
|
Accelerated filer |
|
☐ |
|
|
|
|
| Non-accelerated filer |
|
☒ |
|
Smaller reporting company |
|
☒ |
|
|
|
|
|
|
|
|
Emerging growth company |
|
☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
| |
| Title of Securities
To Be Registered |
|
Amount
To Be
Registered (1) (2)(3)(5) |
|
Proposed
Maximum
Offering Price
Per Share (4) |
|
Proposed
Maximum
Aggregate
Offering Price |
|
Amount of
Registration Fee (5) |
| Common Shares |
|
|
|
|
|
|
|
|
| —Purchase Plan |
|
1,700,000 |
|
|
|
|
|
|
| —Incentive Plan |
|
6,343,242 |
|
|
|
|
|
|
| Total |
|
8,043,242 |
|
$3.33 |
|
$26,783,996 |
|
$2,923 |
| |
| (1) |
Includes such indeterminate number of common shares of the registrant as may be issued to prevent dilution
resulting from stock dividends, stock splits or similar transactions in accordance with Rule 416 under the Securities Act of 1933. |
| (2) |
Includes common shares of the registrant (without par value) reserved for future issuance pursuant to the
Purchase Plan. |
| (3) |
Includes common shares of the registrant (without par value) reserved for future issuance as restricted stock
or dividend equivalents, or upon the exercise of stock options, the vesting of stock appreciation rights and the vesting of restricted stock units under the Incentive Plan. |
| (4) |
The proposed maximum offering price per share and the registration fee were calculated in accordance with Rule
457(c) and (h) based on the average high and low prices for the registrant’s common shares on June 23, 2021, as quoted on the NASDAQ Stock Market. |
| (5) |
Pursuant to this Post-Effective Amendment and as further set forth in the Explanatory Note to this amendment,
the Company is amending and restating the original Calculation of Registration Fee table solely to reflect the correct numbers being registered under each of the Purchase Plan and Incentive Plan, which numbers had previously been transposed in
error. The total number of shares registered remains unchanged and the registration fee was previously paid in full. |