On February 23, 2026 Aptose Biosciences Inc. ("Aptose" or the "Company") (TSX: APS; OTC: APTOF) reported that it has entered into an amended and restated arrangement agreement (the "Amended and Restated Arrangement Agreement") amending and restating the arrangement agreement dated November 18, 2025 (the "Original Arrangement Agreement"), pursuant to which Aptose will continue from the Canada Business Corporations Act to the Business Corporations Act (Alberta) ("ABCA") (the "Continuance") and subsequently be acquired by HS North America Ltd. (the "Purchaser"), a wholly owned subsidiary of Hanmi Pharmaceutical Co. Ltd. ("Hanmi" and together with the Purchaser, the "Hanmi Purchasers"), by way of a statutory plan of arrangement under the ABCA (the "Arrangement" and, together with the Continuance, the "Transaction").
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The Amended and Restated Arrangement Agreement amends and restates the Original Arrangement Agreement to, among other things, schedule a new date for the special meeting of shareholders to seek approval of the Transaction (the "Meeting"), originally scheduled to be held on January 16, 2026 (the "Original Meeting") which has been reconvened to March 31, 2026 at 11:00 a.m. (EST) (the "Reconvened Meeting"). The Original Meeting was postponed to address comments raised by the United States Securities and Exchange Commission ("SEC") on the Company’s transaction statement on Schedule 13E-3, as amended.
Aptose has prepared and filed with the SEC a definitive proxy statement for the Reconvened Meeting (the "Proxy Statement"). A copy of the Proxy Statement will be mailed to all shareholders of the Company as soon as practicable. The Proxy Statement, form of proxy, letter of transmittal, as well as Schedule 13E-3, as amended, will also be available for download under Aptose’s profile on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.
On December 12, 2025, Aptose obtained an interim order from the Court of King’s Bench of Alberta (the "Court") authorizing the holding of the Meeting and matters relating to the conduct of the Meeting.
Aptose also announced a revised record date for the Meeting, now set for the close of business on February 24, 2026.
The Reconvened Meeting will be held virtually via live audio webcast at https://meetings.lumiconnect.com/400-581-122-608. All shareholders who wish to attend the Reconvened Meeting must follow the procedures set out in the Proxy Statement. Shareholders who are unable to attend the Reconvened Meeting are strongly encouraged to complete, date, sign and return the form of proxy (in the case of registered shareholders) or voting instruction form (in the case of non-registered shareholders) provided with the meeting materials so that as many shareholders as possible are represented and vote at the Reconvened Meeting.
Aptose’s board of directors unanimously recommends that the shareholders vote FOR the special resolutions approving the Continuance and the Arrangement at the Reconvened Meeting.
Aptose also announced today that it has entered into a US$11.1 million second amended and restated 2025 facility agreement with Hanmi (the "Second A&R 2025 Facility Agreement").
The Second A&R 2025 Facility Agreement is uncommitted and administered through multiple advances until May 31, 2026, and will be used to fund Aptose’s business and clinical operations expenses reasonably related to the advancement of Tuspetinib ("TUS"). Aptose has not yet received funds from the Second A&R 2025 Facility Agreement but expects the first advance soon. This Second A&R 2025 Facility Agreement has been amended and restated from the prior December 2025 amended and restated facility agreement between Hanmi and Aptose, which was amended and restated from the prior September 2025 facility agreement between Hanmi and Aptose. No single advance shall be for an amount in excess of US$2,000,000, and any unpaid principal amount with respect to each advance shall accrue interest at six percent (6%) per annum. The Second A&R 2025 Facility Agreement contains customary affirmative and negative covenants and securities that are subject to a number of limitations and exceptions.
Each of the September 2025 facility agreement and December 2025 amended and restated facility agreement constitutes a "related-party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") as Hanmi is a related party of the Company under Canadian securities laws. However, the Company is relying on the exemption from the formal valuation and minority shareholder approval requirements contained in MI 61-101 on the basis of the "financial hardship" exemption therein. In its consideration and approval of the September 2025 facility agreement and December 2025 amended and restated facility agreement, the board of directors of the Company, acting in good faith and having taken into account the liquidity, financial position and cash needs of the Company, the alternatives available to the Company, relevant benefits, risks and other factors, including the relative impacts on applicable stakeholders, and such matters they considered relevant or appropriate, unanimously determined that entering into the September 2025 facility agreement and December 2025 amended and restated facility agreement will result in an improvement of the Company’s financial position, and that the terms of the September 2025 facility agreement and December 2025 amended and restated facility agreement are reasonable in the circumstances of Aptose.
(Press release, Hanmi, FEB 23, 2026, View Source [SID1234662914])