APTE BIOS : Material Agreement - Form 8-K

Item 1.01.

Entry into a Material Definitive Agreement.

On April 24, 2024, Aptose Biosciences Inc. (the "Company") entered into an Amended and Restated Warrant to Purchase Common Shares (the "Amended Warrant Agreement") with Hanmi Pharmaceutical Co., Ltd. ("Hanmi") in order to comply with Listing Rule 5635 of The Nasdaq Stock Market LLC ("Nasdaq").

The Company and Hanmi entered into the original warrant to acquire common shares on January 25, 2024 (the "Original Warrant Agreement") in connection with a certain subscription agreement (the "Hanmi Transaction"). However, the Original Warrant Agreement did not expressly prohibit the exercise of the warrants if the shares to be issued in connection with such exercise, combined with other shares purchased in the Hanmi Transaction, would exceed 19.99% of the Company's outstanding Shares at the time of the closing of the Hanmi Transaction (the "Nasdaq 19.99% Cap"). As a result, the Company and Hanmi agreed to enter into the Amended Warrant Agreement which includes a provision that prohibits the exercise of the warrants in excess of the Nasdaq 19.99% Cap, unless shareholder approval is first obtained to exceed the Nasdaq 19.99% Cap.

In connection with the Amended Warrant Agreement, Hanmi received 2,339,181 warrants at an exercise price of $1.71 per common share. Each warrant will be exercisable until the date that is five years from the date of issuance.

The foregoing description of the Amended Warrant Agreement is qualified in its entirety by reference to the Amended Warrant Agreement, a copy of which is attached hereto as Exhibit 4.1 and is hereby incorporated by reference into this Item 1.01.