APTO Aptose Biosciences Inc

Item 1.01 Entry into a Material Definitive Agreement.

On December 9, 2022, Aptose Biosciences Inc. entered into an Equity Distribution Agreement (the “EDA”) with JonesTrading Institutional Services LLC, as agent, (the “Agent”) in connection with the establishment of an “at-the-market” sales facility. Under the terms of the EDA, Aptose may, from time to time, issue and sell through the Agent its common shares through “at-the-market” distributions on the Nasdaq Capital Market (“Nasdaq”). Aptose will determine, at its sole discretion, the time, price and number of common shares to be sold under the EDA. Under the EDA, no common shares will be sold on the Toronto Stock Exchange or on other trading markets in Canada. The EDA contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Agent, other obligations of the parties and termination provisions. The Company has no obligation to sell any of the common shares under the EDA.

Any common shares offered and sold in the offering will be issued pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-267801), filed with the Securities and Exchange Commission (the “Commission”) on October 11, 2022 (the “Registration Statement”), including the base prospectus contained therein, the prospectus supplement filed with the Commission on December 12, 2022, which qualifies the offer and sale of common shares having an aggregate offering price of up to $50 million and any applicable additional prospectus supplements related to the offering that form a part of the Registration Statement.

The Agent may sell the common shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended, including sales made directly through Nasdaq or on any other existing trading market for the common shares. The Agent will use commercially reasonable efforts to sell the common shares from time to time consistent with their normal sales practices and applicable federal rules, regulations and Nasdaq rules, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay the Agent a commission up to 3.0% of the gross sales proceeds of any common shares sold through the Agent under the EDA, and also has provided the Agent with customary indemnification and contribution rights.

The foregoing description of the EDA is not complete and is qualified in its entirety by reference to the full text of the EDA, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the opinion of McCarthy Tetrault LLP relating to the legality of the issuance and sale of the shares in the offering is attached as Exhibit 5.1 hereto.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

On December 12, 2022, Aptose issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.