Filed Pursuant to Rule 424(b)(2)
Registration No. 333-267801
$200,000,000
Common Shares
Warrants
Units
We may offer and issue from time to time common
shares or warrants or any combination of those securities, either individually or in units, up to an aggregate initial offering price
of $200,000,000, in one or more transactions under this prospectus. The securities may be offered in amounts, at prices and on terms to
be determined based on market conditions at the time of sale and set forth in an accompanying prospectus supplement.
This prospectus provides you with a general description
of the securities that we may offer. Each time we offer securities, we will provide you with a prospectus supplement that describes specific
information about the particular securities being offered and may add, update or change information contained or incorporated by reference
in this prospectus. You should read both this prospectus and the applicable prospectus supplement, together with the additional information
that is incorporated by reference into this prospectus and the applicable prospectus supplement.
Our common shares are listed on the Nasdaq Capital
Market (“NASDAQ”) under the symbol “APTO” and on the Toronto Stock Exchange under the symbol “APS”.
On October 20, 2022, the closing price of our common shares on NASDAQ was $0.48 per share and on the Toronto Stock Exchange was C$0.66
per share.
Investing in our securities involves a high
degree of risk. You should carefully read the ‘‘Risk Factors’’ section of this prospectus beginning
on page 2.
These securities have not been approved or disapproved
by the Securities and Exchange Commission (“SEC”) or any state securities regulatory authority, nor has the SEC or any state
securities regulatory authority passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary
is a criminal offense.
The date of this prospectus is October
21, 2022.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is a part of a registration statement
that we have filed with the SEC utilizing a “shelf” registration process. Under this shelf registration process, we may
sell any combination of the securities described in this prospectus, either individually or in units, in one or more offerings up to an
aggregate initial offering price of $200,000,000.
This prospectus provides you with a general description
of the securities that we may sell under this prospectus. Each time we sell securities, we may also provide a prospectus supplement that
may include, where applicable, specific information about the terms of that offering. If there is any inconsistency between the information
in this prospectus and any applicable prospectus supplement, you should rely on the information in the prospectus supplement. Where required
by statute, regulation or policy, and where securities are offered in currencies other than U.S. dollars, appropriate disclosure of foreign
exchange rates applicable to those securities will be included in the prospectus supplement describing those securities.
We may also prepare free writing prospectuses to
describe the terms of particular sales of securities, which terms may vary from those described in any prospectus supplement. You therefore
should carefully review any free writing prospectus in connection with your review of this prospectus and any applicable prospectus supplement.
Please carefully read both this prospectus and
any prospectus supplement, together with the documents incorporated by reference into this prospectus and any prospectus supplement, and
the additional information described below under “Where You Can Find Additional Information”. This prospectus contains summaries
of certain provisions contained in some of the documents described in this prospectus, but reference is made to the actual documents for
complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred
to in this prospectus have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of
which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find Additional
Information”.
You should rely only on the information contained
in or incorporated by reference into this prospectus and any prospectus supplement. We have not authorized anyone to provide you
with different information. The distribution or possession of this prospectus in or from certain jurisdictions may be restricted
by law. This prospectus is not an offer to sell any securities and is not soliciting an offer to buy securities in any jurisdiction
where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom
it is not permitted to make such offer or sale. The information contained in this prospectus is accurate only as of the date of this
prospectus and any information incorporated by reference into this prospectus is accurate only as of the date of the applicable document
incorporated by reference, regardless of the time of delivery of this prospectus or of any sale of the securities. Our business,
financial condition, results of operations and prospects may have changed since that date.
As used in this prospectus and in any prospectus
supplement, unless the context otherwise requires, the terms “Aptose,” the “Company,” “we,” “us,”
and “our” refer to Aptose Biosciences Inc., and, unless the context requires otherwise, the subsidiaries through which it
conducts business.
The complete mailing address and telephone number
of our principal executive officers is:
Aptose Biosciences Inc.
251 Consumers
Road, Suite 1105
Toronto,
Ontario, Canada M2J 4R3
(647) 479-9828
Unless stated otherwise or if the context otherwise
requires, all references to dollar amounts in this prospectus and any prospectus supplement are references to U.S. dollars.
RISK FACTORS
An investment in our securities involves a significant
degree of risk. You should carefully consider the risk factors and all of the other information included in this prospectus, any prospectus
supplement, the documents we have incorporated by reference into this prospectus and any prospectus supplement, and in any related free
writing prospectus, including those in Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2021, as updated by annual, quarterly and other reports and documents we file with the SEC after the date of this
prospectus and that are incorporated by reference into this prospectus, in evaluating an investment in our securities. If any of these
risks were actually to occur, our business, financial condition or results of operations could be materially adversely affected. When
we offer and sell any securities pursuant to a prospectus supplement, we may include in the applicable prospectus supplement additional
risk factors relevant to those securities.
FORWARD-LOOKING STATEMENTS
This prospectus, including
the documents incorporated by reference herein, contains forward-looking statements within the meaning of the United States Private Securities
Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities law.
We refer to such forward-looking statements and forward-looking information collectively as “forward-looking statements”.
These statements relate to future events or future performance and reflect our expectations and assumptions regarding our growth, results
of operations, performance and business prospects and opportunities. Such forward-looking statements reflect our current beliefs and are
based on information currently available to us. In some cases, forward-looking statements can be identified by terminology such as “may”,
“would”, “could”, “will”, “should”, “expect”, “plan”, “intend”,
“anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue”
or the negative of these terms or other similar expressions concerning matters that are not historical facts. The forward-looking statements
in this prospectus and, including any documents incorporated by reference herein, include, among others, statements regarding our future
operating results, economic performance and product development efforts and statements in respect of:
The forward-looking statements
contained in this prospectus and in the documents incorporated by reference reflect our current views with respect to future events, are
subject to significant risks and uncertainties, and are based upon a number of estimates and assumptions that, while considered reasonable
by us, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many
factors could cause our actual results, performance or achievements to be materially different from any future results, performance, or
achievements that may be expressed or implied by such forward-looking statements, including, among others:
|
· |
our lack of product revenues and net losses and a history of operating losses; |
|
· |
our early stage of development, particularly the inherent risks and uncertainties associated with (i) developing new drug candidates
generally, (ii) demonstrating the safety and efficacy of these drug candidates in clinical studies in humans, and (iii) obtaining
regulatory approval to commercialize these drug candidates; |
|
· |
our need to raise substantial additional capital in the future and that we may be unable to raise such funds when needed and on acceptable
terms; |
|
· |
further equity financing, which may substantially dilute the interests of our existing shareholders; |
|
· |
clinical studies and regulatory approvals of our drug candidates are subject to delays, and may not be completed or granted on expected
timetables, if at all, and such delays may increase our costs and could substantially harm our business; |
|
· |
our reliance on external contract research/manufacturing organizations for certain activities and if we are subject to quality, cost,
or delivery issues with the preclinical and clinical grade materials supplied by contract manufacturers, our business operations could
suffer significant harm; |
|
· |
clinical studies are long, expensive and uncertain processes and the United States Food and Drug Administration, or “FDA”,
or other similar foreign regulatory agency that we are required to report to, may ultimately not approve any of our product candidates; |
|
· |
our operations could be adversely affected by events outside of our control, such as natural disasters, wars or health crises such as
the COVID-19 pandemic; |
|
· |
our ability to comply with applicable governmental regulations and standards; |
|
· |
our inability to achieve our projected development goals in the time frames we announce and expect; |
|
· |
difficulties in enrolling patients for clinical trials may lead to delays or cancellations of our clinical trials; |
|
· |
our reliance on third-parties to conduct and monitor our preclinical studies; |
|
· |
our ability to attract and retain key personnel, including key executives and scientists; |
|
· |
any misconduct or improper activities by our employees; |
|
· |
our exposure to exchange rate risk; |
|
· |
our ability to commercialize our business attributed to negative results from clinical trials; |
|
· |
the marketplace may not accept our products or product candidates due to the intense competition and technological change in the biotechnical
and pharmaceuticals, and we may not be able to compete successfully against other companies in our industries and achieve profitability; |
|
· |
our ability to obtain and maintain patent protection; |
|
· |
our ability to afford substantial costs incurred with defending our intellectual property; |
|
· |
our ability to protect our intellectual property rights and not infringe on the intellectual property rights of others; |
|
· |
our business is subject to potential product liability and other claims; |
|
· |
potential exposure to legal actions and potential need to take action against other entities; |
|
· |
commercialization limitations imposed by intellectual property rights owned or controlled by third parties; |
|
· |
our ability to maintain adequate insurance at acceptable costs; |
|
· |
our ability to find and enter into agreements with potential partners; |
|
· |
extensive government regulation; |
|
· |
data security incidents and privacy breaches could result in increased costs and reputational harm; |
|
· |
our share price has been and is likely to continue to be volatile; |
|
· |
future sales of our common shares by us or by our existing shareholders could cause our share price to drop; |
|
· |
changing global market and financial conditions; |
|
· |
changes in an active trading market in our common shares; |
|
· |
difficulties by non-Canadian investors to obtain and enforce judgments against us because of our Canadian incorporation and
presence; |
|
· |
potential adverse U.S. federal tax consequences for U.S. shareholders because we are a “passive foreign investment company”; |
|
· |
our “smaller reporting company” status; |
|
· |
any failures to maintain an effective system of internal controls may result in material misstatements of our financial statements, or
cause us to fail to meet our reporting obligations or fail to prevent fraud; |
|
· |
our broad discretion in how we use the proceeds of the sale of common shares; |
|
· |
our ability to expand our business through the acquisition of companies or businesses; and |
|
· |
other risks detailed from time-to-time in our on-going filings with the SEC and Canadian securities regulators, and
those which are discussed under the heading “Risk Factors” in this prospectus and in the documents incorporated by reference. |
Should one or more of
these risks or uncertainties materialize, or should the assumptions described in the sections entitled “Risk Factors” in this
prospectus and in the documents incorporated by reference underlying those forward-looking statements prove incorrect, actual results
may vary materially from those described in the forward-looking statements.
More detailed information about these and other
factors is included in this prospectus under the section entitled “Risk Factors” and in the documents incorporated by reference
into this prospectus. Although we have attempted to identify factors that could cause actual actions, events or results to differ materially
from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated,
estimated or intended. Forward-looking statements are based upon our beliefs, estimates and opinions at the time they are made and we
undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or circumstances should change,
except as required by applicable law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results
and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance
on forward-looking statements.
Forward-looking statements
contained in this prospectus are made as of the date of this prospectus. Forward-looking statements made in a document incorporated by
reference into this prospectus are made as of the date of the original document and have not been updated by us except as expressly provided
for in this prospectus.
Except as required under
applicable securities legislation, we undertake no obligation to publicly update or revise forward-looking statements, whether as a result
of new information, future events or otherwise. We qualify all the forward-looking statements contained in this prospectus
and the documents incorporated by reference in this prospectus by the foregoing cautionary statements.
ENFORCEABILITY OF CIVIL
LIABILITIES
We are incorporated under the laws of Canada. Many
of our directors and officers and the experts named in this prospectus are residents of countries other than the United States, and all
or a substantial portion of their assets and some of our assets are located outside the United States. We have appointed Aptose Biosciences
U.S. Inc. as our agent for service of process in the United States, but it may be difficult for holders of securities who reside in the
United States to effect service within the United States upon those directors, officers and experts who are not residents of the United
States. Additionally, it may not be possible for you to enforce judgments obtained in U.S. courts based upon the civil liability provisions
of the U.S. federal securities laws or other laws of the United States. In addition, there is doubt as to whether an original action could
be brought in Canada against us or our directors or officers based solely upon U.S. federal or state securities laws and as to the enforceability
in Canadian courts of judgments of U.S. courts obtained in actions based upon the civil liability provisions of U.S. federal or state
securities laws.
APTOSE BIOSCIENCES INC.
This summary does not contain all the information
about us that may be important to you. Please carefully read both this prospectus and any prospectus supplement together with the additional
information contained in or incorporated by reference into this prospectus and any prospectus supplement.
Aptose Biosciences Inc.
is a science-driven biotechnology company advancing first-in-class targeted agents to treat life-threatening cancers, such as acute myeloid
leukemia (“AML”), high-risk myelodysplastic syndromes (“MDS”), chronic lymphocytic leukemia (“CLL”)
and other hematologic malignancies. Based on insights into the genetic and epigenetic profiles of certain cancers and patient populations,
Aptose is building a pipeline of novel oncology therapies directed at dysregulated processes and signaling pathways. Aptose is developing
targeted medicines for precision treatment of these diseases to optimize efficacy and quality of life by minimizing the side effects associated
with conventional therapies. We currently have in development two molecules: luxeptinib (CG-806), and HM43239, both being evaluated for
safety, tolerability, pharmacokinetics and signals of efficacy in Phase 1 clinical trials, and a third clinical asset available for partnering
(APTO-253). Each molecule is described below.
HM43239 is an oral potent
myeloid kinase inhibitor, targeting a constellation of kinases operative in myeloid malignancies and known to be involved in tumor proliferation,
resistance to therapy, and differentiation. HM43239 is currently being evaluated in an international Phase 1/2 dose-escalation clinical
trial designed to assess the safety, tolerability, pharmacokinetics and pharmacodynamic responses of HM43239 as a single agent in patients
with relapsed or refractory AML.
Luxeptinib is a novel,
oral, highly potent lymphoid and myeloid kinase inhibitor that selectively targets defined clusters of kinases operative in myeloid and
lymphoid hematologic malignancies. This small molecule anticancer agent is currently being evaluated in a Phase 1a/b study for the treatment
of patients having B-cell malignancies including classic CLL, small lymphocytic lymphoma and certain non-Hodgkin’s lymphomas that
are resistant/refractory/intolerant to other therapies. Under a separate Investigational New Drug, luxeptinib is being evaluated in a
Phase 1a/b study for the treatment of patients with relapsed/refractory AML or high risk MDS. It is hoped luxeptinib can serve patients
across lymphoid and myeloid malignancies and combine well with other agents to extend its application to multiple lines of therapy.
APTO-253 is a small molecule
MYC oncogene inhibitor at the Phase 1a/b clinical trial stage of development for the treatment of patients with relapsed or refractory
blood cancers, including AML and high-risk MDS. The clinical program was discontinued effective December 20, 2021, following a prioritization
of the Company’s other more advanced pipeline assets. We were incorporated under the Business Corporations Act (Ontario)
on September 5, 1986 under the name RML Medical Laboratories Inc. On October 28, 1991, we amalgamated with Mint Gold Resources
Ltd., which caused us to become a reporting issuer in Ontario. On August 25, 1992, we changed our name to IMUTEC Corporation. On
November 27, 1996, we changed our name to Imutec Pharma Inc., and on November 19, 1998, we changed our name to Lorus Therapeutics
Inc. On October 1, 2005, we continued under the Canada Business Corporations Act and on July 10, 2007 we completed
a plan of arrangement and corporate reorganization with, among others, 6650309 Canada Inc., 6707157 Canada Inc. and Pinnacle International
Lands, Inc. On May 25, 2010, we consolidated our outstanding common shares on the basis of one post-consolidation common share for
each 30 pre-consolidation common shares.
On August 28, 2014
we changed our name from Lorus Therapeutics Inc. to Aptose Biosciences Inc. and on October 1, 2014 we consolidated our outstanding
common shares on the basis of one post-consolidation common share for each twelve pre-consolidation common shares.
We have two subsidiaries:
Aptose Biosciences U.S. Inc., a corporation incorporated under the laws of Delaware; and NuChem Pharmaceuticals Inc., a corporation incorporated
under the laws of Ontario, Canada. Aptose Biosciences Inc. owns 100% of the issued and outstanding voting share capital of Aptose Biosciences
U.S. Inc., and 80% of the issued and outstanding voting share capital of NuChem Pharmaceuticals Inc.
Our head, registered and records office is located
at 251 Consumers Road, Suite 1105, Toronto, Ontario, Canada, M2J 4R3. Our executive office
is located at 12770 High Bluff Drive, Suite 120, San Diego, CA 92130. We maintain a website at www.aptose.com. Information contained on
our website is not part of this prospectus.
USE OF PROCEEDS
Unless otherwise specified in a prospectus supplement,
the net proceeds that we receive from the sale of our securities will be used for working capital and general corporate purposes, including,
but not limited to, progressing our research and development programs, and supporting our clinical programs and manufacturing activities.
More specific allocations may be included in a
prospectus supplement relating to a specific offering of securities. All expenses relating to an offering of securities and any compensation
paid to underwriters, dealers or agents, as the case may be, will be paid out of our general funds, unless otherwise stated in the applicable
prospectus supplement.
DESCRIPTION OF SHARE CAPITAL
The descriptions below of
our share capital, warrants and related information are summaries and are qualified by reference to documents incorporated by reference
to the registration statement of which this prospectus is a part.
Authorized Capital
Our authorized share capital consists of an unlimited
number of common shares, no par value, of which 92,294,734 were issued and outstanding as at October 20, 2022. None of our common shares
are held by us or on our behalf.
Common Shares
The holders of our common shares are entitled to
receive notice of and to attend and vote at all annual and special meetings of our shareholders. Our common shares carry one vote per
common share and do not have cumulative voting rights. The holders of our common shares are entitled, at the discretion of our board of
directors, to receive out of any or all of our profits or surplus properly available for the payment of dividends, any dividend declared
by the board of directors and payable by us on our common shares. The holders of our common shares will participate on a pro rata basis
in any distribution of our remaining property upon our liquidation, dissolution or winding-up or any other return of capital or distribution
of our assets among our shareholders for the purpose of winding up our affairs.
Dividend Policy
We have not paid any dividends since our incorporation.
At the discretion of our board of directors, we will consider paying dividends in the future as our operational circumstances may permit,
having regard to, among other things, our earnings, cash flow and financial requirements. It is the current policy of our board of directors
to retain all earnings to finance our business plan.
Description of Warrants
The following description of the terms of warrants
provides some general terms and provisions of warrants in respect of which a prospectus supplement may be filed. This summary is not complete.
The particular terms and provisions of warrants offered by any prospectus supplement, and the extent to which the general terms and provisions
described below may apply to them, will be described in the applicable prospectus supplement. Warrants may be offered separately or in
combination with common shares.
The description of general terms and provisions
of warrants described in any prospectus supplement will include, but is not limited to, where applicable:
|
• |
the designation and aggregate number of warrants offered; |
|
• |
the price at which the warrants will be offered; |
|
• |
the currency or currencies in which the warrants are denominated; |
|
• |
the number of common shares that may be purchased on the exercise of the warrants and conditions and procedures that will result in an
adjustment of that number; |
|
• |
the exercise price of the warrants and the dates or periods during which the warrants are exercisable; |
|
• |
any minimum or maximum amount of warrants that may be exercised at any one time; |
|
• |
any terms, procedures and limitations relating to the transferability, exchange or exercise of the warrants; and |
|
• |
any other material terms of the warrants. |
If the warrants are issued pursuant to warrant
agreements or warrant indentures, we will so specify in the prospectus supplement relating to the warrants being offered pursuant to the
prospectus supplement. We will file any warrant agreement or warrant indenture with the SEC and incorporate them by reference as an exhibit
to the registration statement of which this prospectus is a part, on or before the time we issue a series of warrants.
Each warrant will entitle the holder to acquire
such number of common shares at such exercise price and in accordance with such terms as shall in each case be set forth in, or be determinable
as set forth in, the prospectus supplement relating to the warrants offered by the prospectus supplement. Warrants may be exercised at
any time up to the close of business on the expiration date set forth in the prospectus supplement relating to the warrants offered thereby.
After the close of business on the expiration date, unexercised warrants will become void.
The warrants may be exercised as set forth in the
prospectus supplement relating to the warrants offered thereby. Upon receipt of payment and the taking of other action specified in the
applicable prospectus supplement, we will, as soon as practicable, forward the securities purchasable upon exercise. If less than all
of the warrants represented by such warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants.
Before the exercise of their warrants, holders
of warrants will not have any of the rights of holders of common shares. Therefore, holders of warrants will not be entitled, by virtue
of being such holders, to vote, consent, receive dividends, receive notice as shareholders with respect to any meeting of shareholders
for the election of our directors or any other matter, or to exercise any rights whatsoever as our shareholders. We reserve the right
to include in a prospectus supplement specific terms of the warrants that are not within the options and parameters described in this
prospectus. In addition, to the extent that any particular terms of the warrants described in a prospectus supplement differ from any
of the terms described in this prospectus, the description of those terms included in this prospectus shall be deemed to have been superseded
by the description of the differing terms set forth in such prospectus supplement with respect to such warrants.
Description of Units
We may issue units comprised of one or more of
the securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also the holder
of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security.
The unit agreement, if any, under which a unit is issued may provide that the securities comprising the unit may not be held or transferred
separately, at any time or at any time before a specified date.
The particular terms and provisions of units offered
by any prospectus supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described
in the prospectus supplement filed in respect of such units. This description will include, where applicable:
|
• |
the designation and aggregate number of units offered; |
|
• |
the price at which the units will be offered; |
|
• |
the currency or currencies in which the units are denominated; |
|
• |
the terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may
be held or transferred separately; |
|
• |
the number of securities that may be purchased upon exercise of each unit and the price at which the currency or currencies in which that
amount of securities may be purchased upon exercise of each unit; |
|
• |
any provisions for the issuance, payment, settlement, transfer, adjustment or exchange of the units or of the securities comprising the
units; and |
|
• |
any other material terms of the units. |
We reserve the right to set forth in a prospectus
supplement specific terms of the units that are not within the options and parameters set forth in this prospectus. In addition, to the
extent that any particular terms of the units described in a prospectus supplement differ from any of the terms described in this prospectus,
the description of such terms set forth in this prospectus shall be deemed to have been superseded by the description of the differing
terms set forth in such prospectus supplement with respect to such units.
GLOBAL SECURITIES
Book-Entry, Delivery and Form
Unless we indicate differently in any applicable
prospectus supplement or free writing prospectus, the securities initially will be issued in book-entry form and represented by one or
more global notes or global securities, or, collectively, global securities. The global securities will be deposited with, or on behalf
of, The Depository Trust Company, New York, New York, or DTC, as depositary, and registered in the name of Cede & Co., the nominee
of DTC. Unless and until it is exchanged for individual certificates evidencing securities under the limited circumstances described below,
a global security may not be transferred except as a whole by the depositary to its nominee or by the nominee to the depositary, or by
the depositary or its nominee to a successor depositary or to a nominee of the successor depositary.
DTC has advised us that it is:
|
· |
a limited-purpose trust company organized under the New York Banking Law; |
|
· |
a “banking organization” within the meaning of the New York Banking Law; |
|
· |
a member of the Federal Reserve System; |
|
· |
a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and |
|
· |
a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. |
DTC holds securities that its participants deposit
with DTC. DTC also facilitates the settlement among its participants of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in participants’ accounts, thereby eliminating the need for physical
movement of securities certificates. “Direct participants” in DTC include securities brokers and dealers, including underwriters,
banks, trust companies, clearing corporations and other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation, or DTCC. DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing
Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC
system is also available to others, which we sometimes refer to as indirect participants, that clear through or maintain a custodial relationship
with a direct participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC.
Purchases of securities under the DTC system must
be made by or through direct participants, which will receive a credit for the securities on DTC’s records. The ownership interest
of the actual purchaser of a security, which we sometimes refer to as a beneficial owner, is in turn recorded on the direct and indirect
participants’ records. Beneficial owners of securities will not receive written confirmation from DTC of their purchases. However,
beneficial owners are expected to receive written confirmations providing details of their transactions, as well as periodic statements
of their holdings, from the direct or indirect participants through which they purchased securities. Transfers of ownership interests
in global securities are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial
owners will not receive certificates representing their ownership interests in the global securities, except under the limited circumstances
described below.
To facilitate subsequent transfers, all global
securities deposited by direct participants with DTC will be registered in the name of DTC’s partnership nominee, Cede & Co.,
or such other name as may be requested by an authorized representative of DTC. The deposit of securities with DTC and their registration
in the name of Cede & Co. or such other nominee will not change the beneficial ownership of the securities. DTC has no knowledge of
the actual beneficial owners of the securities. DTC’s records reflect only the identity of the direct participants to whose accounts
the securities are credited, which may or may not be the beneficial owners. The participants are responsible for keeping account of their
holdings on behalf of their customers.
So long as the securities are in book-entry form,
you will receive payments and may transfer securities only through the facilities of the depositary and its direct and indirect participants. We
will maintain an office or agency in the location specified in the prospectus supplement for the applicable securities, where notices
and demands in respect of the securities and the indenture may be delivered to us and where certificated securities may be surrendered
for payment, registration of transfer or exchange.
Conveyance of notices and other communications
by DTC to direct participants, by direct participants to indirect participants and by direct participants and indirect participants to
beneficial owners will be governed by arrangements among them, subject to any legal requirements in effect from time to time.
Redemption notices will be sent to DTC. If less
than all of the securities of a particular series are being redeemed, DTC’s practice is to determine by lot the amount of the interest
of each direct participant in the securities of such series to be redeemed.
Neither DTC nor Cede & Co. (or such other DTC
nominee) will consent or vote with respect to the securities. Under its usual procedures, DTC will mail an omnibus proxy to us as soon
as possible after the record date. The omnibus proxy assigns the consenting or voting rights of Cede & Co. to those direct participants
to whose accounts the securities of such series are credited on the record date, identified in a listing attached to the omnibus proxy.
So long as securities are in book-entry form, we
will make payments on those securities to the depositary or its nominee, as the registered owner of such securities, by wire transfer
of immediately available funds. If securities are issued in definitive certificated form under the limited circumstances described below
and unless if otherwise provided in the description of the applicable securities herein or in the applicable prospectus supplement, we
will have the option of making payments by check mailed to the addresses of the persons entitled to payment or by wire transfer to bank
accounts in the United States designated in writing to the applicable trustee or other designated party at least 15 days before the applicable
payment date by the persons entitled to payment, unless a shorter period is satisfactory to the applicable trustee or other designated
party.
Redemption proceeds, distributions and dividend
payments on the securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of
DTC. DTC’s practice is to credit direct participants’ accounts upon DTC’s receipt of funds and corresponding detail
information from us on the payment date in accordance with their respective holdings shown on DTC records. Payments by participants to
beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the account
of customers in bearer form or registered in “street name.” Those payments will be the responsibility of participants and
not of DTC or us, subject to any statutory or regulatory requirements in effect from time to time. Payment of redemption proceeds, distributions
and dividend payments to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC, is our responsibility,
disbursement of payments to direct participants is the responsibility of DTC, and disbursement of payments to the beneficial owners is
the responsibility of direct and indirect participants.
Except under the limited circumstances described
below, purchasers of securities will not be entitled to have securities registered in their names and will not receive physical delivery
of securities. Accordingly, each beneficial owner must rely on the procedures of DTC and its participants to exercise any rights under
the securities and the indenture.
The laws of some jurisdictions may require that
some purchasers of securities take physical delivery of securities in definitive form. Those laws may impair the ability to transfer or
pledge beneficial interests in securities.
DTC may discontinue providing its services as securities
depositary with respect to the securities at any time by giving reasonable notice to us. Under such circumstances, in the event that a
successor depositary is not obtained, securities certificates are required to be printed and delivered.
As noted above, beneficial owners of a particular
series of securities generally will not receive certificates representing their ownership interests in those securities. However,
if:
|
· |
DTC notifies us that it is unwilling or unable to continue as a depositary for the global security or securities representing such series
of securities or if DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934 at a time when it is required
to be registered and a successor depositary is not appointed within 90 days of the notification to us or of our becoming aware of DTC’s
ceasing to be so registered, as the case may be; |
|
· |
we determine, in our sole discretion, not to have such securities represented by one or more global securities; or |
|
· |
an event of default has occurred and is continuing with respect to such series of securities, |
we will prepare and deliver certificates for such
securities in exchange for beneficial interests in the global securities. Any beneficial interest in a global security that is exchangeable
under the circumstances described in the preceding sentence will be exchangeable for securities in definitive certificated form registered
in the names that the depositary directs. It is expected that these directions will be based upon directions received by the depositary
from its participants with respect to ownership of beneficial interests in the global securities.
Euroclear, Clearstream and CDS
If so provided in the applicable prospectus supplement,
you may hold interests in a global security through the Canadian Depository for Securities, which we refer to as “CDS”, Clearstream
Banking S.A., which we refer to as “Clearstream,” or Euroclear Bank S.A./N.V., as operator of the Euroclear System, which
we refer to as “Euroclear,” either directly if you are a participant in CDS, Clearstream or Euroclear or indirectly through
organizations which are participants in CDS, Clearstream or Euroclear. CDS, Clearstream and Euroclear will hold interests on
behalf of their respective participants through customers’ securities accounts in the names of CDS, Clearstream and Euroclear, respectively,
on the books of their respective U.S. depositaries (if applicable), which in turn will hold such interests in customers’ securities
accounts in such depositaries’ names on DTC’s books.
CDS, Clearstream and Euroclear are securities clearance
systems in Canada (CDS) and Europe (Clearstream and Euroclear). CDS, Clearstream and Euroclear hold securities for their respective participating
organizations and facilitate the clearance and settlement of securities transactions between those participants through electronic book-entry
changes in their accounts, thereby eliminating the need for physical movement of certificates.
Payments, deliveries, transfers, exchanges, notices
and other matters relating to beneficial interests in global securities owned through CDS, Euroclear or Clearstream must comply with the
rules and procedures of those systems. Transactions between participants in CDS, Euroclear or Clearstream, on one hand, and other participants
in DTC, on the other hand, are also subject to DTC’s rules and procedures.
Investors will be able to make and receive through
CDS, Euroclear and Clearstream payments, deliveries, transfers and other transactions involving any beneficial interests in global securities
held through those systems only on days when those systems are open for business. Those systems may not be open for business on days when
banks, brokers and other institutions are open for business in the United States.
Cross-market transfers between participants in
DTC, on the one hand, and participants in CDS, Euroclear or Clearstream, on the other hand, will be effected through DTC in accordance
with the DTC’s rules on behalf of CDS, Euroclear or Clearstream, as the case may be, by their respective U.S. depositaries
(if applicable); however, such cross-market transactions will require delivery of instructions to CDS, Euroclear or Clearstream, as the
case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (if applicable)
of such system. CDS, Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements and if applicable,
deliver instructions to its U.S. depositary to take action to effect final settlement on its behalf by delivering or receiving interests
in the global securities through DTC, and making or receiving payment in accordance with normal procedures for same-day fund settlement.
If applicable, participants in CDS, Euroclear or Clearstream may not deliver instructions directly to their respective U.S. depositaries.
Due to time zone differences, the securities accounts
of a participant in Euroclear or Clearstream purchasing an interest in a global security from a direct participant in DTC will be credited,
and any such crediting will be reported to the relevant participant in Euroclear or Clearstream, during the securities settlement processing
day (which must be a business day for Euroclear or Clearstream) immediately following the settlement date of DTC. Cash received in Euroclear
or Clearstream as a result of sales of interests in a global security by or through a participant in Euroclear or Clearstream to a direct
participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream
cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.
Other
The information in this section of this prospectus
concerning DTC, CDS, Clearstream, Euroclear and their respective book-entry systems has been obtained from sources that we believe to
be reliable, but we do not take responsibility for this information. This information has been provided solely as a matter of convenience.
The rules and procedures of DTC, CDS, Clearstream and Euroclear are solely within the control of those organizations and could change
at any time. Neither we nor the trustee nor any agent of ours or of the trustee has any control over those entities and none of us takes
any responsibility for their activities. You are urged to contact DTC, CDS, Clearstream and Euroclear or their respective participants
directly to discuss those matters. In addition, although we expect that DTC, CDS, Clearstream and Euroclear will perform the foregoing
procedures, none of them is under any obligation to perform or continue to perform such procedures and such procedures may be discontinued
at any time. Neither we nor any agent of ours will have any responsibility for the performance or nonperformance by DTC, CDS, Clearstream
and Euroclear or their respective participants of these or any other rules or procedures governing their respective operations.
PLAN OF DISTRIBUTION
We may sell securities to or through underwriters
or dealers, and also may sell securities to one or more other purchasers directly or through agents, including sales pursuant to ordinary
brokerage transactions and transactions in which a broker-dealer solicits purchasers. Underwriters may sell securities to or through dealers.
Each prospectus supplement for a particular offering of securities will set forth the terms of the offering, including:
|
• |
the name or names of any underwriters, dealers, or agents; |
|
• |
the purchase price of, and form of consideration for, the securities and the proceeds to us; |
|
• |
any delayed delivery arrangements; |
|
• |
any underwriting commissions, fees, discounts and other items constituting underwriters’ compensation; |
|
• |
the offering price for the securities (or the manner of determination of the offering price if offered on a non-fixed price basis); |
|
• |
any discounts or concessions allowed or re-allowed or paid to dealers; |
|
• |
the expected delivery date of the sale of the offered securities; and |
|
• |
any securities exchanges on which the securities may be listed. |
The securities may be sold, from time to time,
in one or more transactions at a fixed price or prices that may be changed or at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at varying prices determined at the time of sale, or at negotiated prices, including sales made
directly on NASDAQ or other existing trading markets for the securities. We may engage in at-the-market offerings of our securities. The
prices at which the securities may be offered may vary as between purchasers and during the period of distribution. If, in connection
with the offering of securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the securities
at the initial offering price fixed in the applicable prospectus supplement, the public offering price may be decreased and thereafter
further changed, from time to time, to an amount not greater than the initial public offering price fixed in such prospectus supplement,
in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers
for the securities is less than the gross proceeds paid by the underwriters to us.
Underwriters, dealers and agents who participate
in the distribution of the securities may be entitled under agreements to be entered into with us to indemnification by us against certain
liabilities, including liabilities under the Securities Act of 1933, or to contribution with respect to payments that such underwriters,
dealers or agents may be required to make in respect thereof. Such underwriters, dealers and agents may be customers of, engage in transactions
with, or perform services for us in the ordinary course of business.
In connection with any offering of securities,
other than an at-the-market offering, the underwriters may over-allot or effect transactions that stabilize or maintain the market price
of the securities offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may
be discontinued at any time.
MATERIAL INCOME TAX CONSIDERATIONS
The applicable prospectus supplement may describe
material U.S. federal income tax consequences of the acquisition, ownership and disposition of any of the securities offered by this prospectus
by an investor who is subject to U.S. federal taxation.
The applicable prospectus supplement may also describe
material Canadian federal income tax considerations generally applicable to investors described therein of purchasing, holding and disposing
of the applicable securities, including, in the case of an investor who is not a resident of Canada, Canadian non-resident withholding
tax considerations.
LEGAL MATTERS
Unless otherwise specified in a prospectus supplement,
certain legal matters relating to the securities will be passed upon for us by Dorsey & Whitney LLP, Vancouver, B.C., and Denver,
Colorado, with respect to matters of United States law, and McCarthy Tétrault LLP, Toronto, Ontario, with respect to matters of
Canadian law.
EXPERTS
Our consolidated financial statements as of December 31,
2021 and December 31, 2020 and for each of the years in the two-year period ended December 31, 2021, have been audited by KPMG LLP
as set forth in their report dated March 22, 2022 thereon and incorporated herein by reference.
Such consolidated financial statements have been
incorporated by reference herein in reliance upon the report of KPMG LLP, incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL
INFORMATION
We are subject to the information requirements
of the Securities Exchange Act of 1934 and, accordingly, we file reports with and furnish other information to the SEC. We have filed
with the SEC a registration statement on Form S-3 under the Securities Act of 1933 with respect to the securities offered by this prospectus.
This prospectus does not contain all of the information contained in the registration statement that we filed. For further information
regarding us and the securities covered by this prospectus, you may desire to review the full registration statement, including its exhibits.
The registration statement, including its exhibits, as well as the documents that we file with the SEC, may be inspected and copied at
the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information
on the operation of the public reference room by calling 1-800-SEC-0330. Copies of such materials are also available by mail from the
Public Reference Branch of the SEC at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates. In addition, the SEC maintains a
website (http://www.sec.gov) from which interested persons can electronically access the registration statement, including the exhibits
to the registration statement.
INCORPORATION BY REFERENCE
The SEC allows us to “incorporate by reference”
information we file with the SEC. This means that we can disclose important information to you by referring you to those documents.
We incorporate by reference into this prospectus
the documents listed below:
|
(a) |
our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 22, 2022; |
|
(b) |
our Definitive Proxy Statement on Schedule 14A for our 2022 Annual Meeting of the Shareholders held on May 31, 2022, filed with the SEC
on April 20, 2022; |
|
(c) |
our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022, filed with the SEC on, respectively, May 9,
2022 and August 2, 2022; |
|
(d) |
our Current Reports on Form 8-K filed on April 11, 2022, May 2, 2022, May 31, 2022, June 28, 2022, July 22, 2022, and September 16, 2022;
and |
|
(e) |
the description of our common shares contained in Exhibit 4.1 to our Annual Report on Form 10-K
for the fiscal year ended December 31, 2021, filed with the SEC on March 22, 2022, including any amendments or reports for the purpose
of amending such description. |
In addition, all documents filed by us under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date of this prospectus but before the termination of the
offering of the securities covered by this prospectus, are hereby incorporated by reference into this prospectus.
We have not authorized anyone to provide you with
any different or additional information other than that contained in or incorporated by reference into this prospectus. We take no responsibility
for, and can provide no assurance as to the reliability of, any information that others may provide.
Any statement contained in a document incorporated
or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus
to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated
by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except
as so modified or superseded, to constitute a part of this prospectus.
The documents incorporated by reference into this
prospectus are available from us upon request. We will provide a copy of any and all of the information that is incorporated by reference
into this prospectus to any person, including a beneficial owner, to whom a prospectus is delivered, without charge, upon written or oral
request. If exhibits to the documents incorporated by reference into this prospectus are not themselves specifically incorporated by reference
in this prospectus, then the exhibits will not be provided.
Requests for any of these documents should be directed
to:
Investor Relations
Aptose Biosciences Inc.
251 Consumers
Road, Suite 1105
Toronto,
Ontario, Canada M2J 4R3
(647) 479-9828
14
Aptose Biosciences (NASDAQ:APTO)
Historical Stock Chart
From Mar 2024 to Apr 2024
Aptose Biosciences (NASDAQ:APTO)
Historical Stock Chart
From Apr 2023 to Apr 2024
