{"url_path":"/sec/aptof/10-q/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/882361/0001193125-26-221955-index.html","accession_number":"0001193125-26-221955","cik":"0000882361","ticker":"APTOF","issuer_name":"Aptose Biosciences Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/882361/0001193125-26-221955-index.html","primary_entity_key":"0000882361","primary_entity_name":"Aptose Biosciences 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STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\nFORM 10-Q\n\n☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\nFor the Quarterly Period Ended March 31, 2026\n\nOR\n\n☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\nFor the Transition Period from to\n\nCommission File Number: 1-32001\n\nAPTOSE BIOSCIENCES INC.\n\n(Exact Name of Registrant as Specified in Its Charter)\n\n \n\nCanada\n(State or other jurisdiction of incorporation or organization)\n\n98-1136802\n(I.R.S. Employer Identification No.)\n\n66 Wellington Street West\nSuite 5300, TD Bank Tower Box 48\n\nToronto, Ontario, Canada\n\nM5K 1E6\n\n(Address of principal executive offices)\n\n(Zip Code)\n\n \n\n(647) 479-9828\n\n(Registrant’s telephone number, including area code)\n\n \n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n \n\nTitle of each class\n\nTrading Symbol(s)\n\nName of each exchange on which registered\n\nNone\n\nN/A\n\nN/A\n\n \n\nIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐\n\nIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐\n\nIndicate 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.\n\n \n\nLarge accelerated filer ☐\n\nAccelerated filer ☐\n\nNon-accelerated filer ☒\n\nSmaller reporting company ☒\n\nEmerging growth company ☐\n\n \n\nIf 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 13(a) of the Exchange Act.☐\n\nIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒\n\nAs of May 13, 2026, the registrant had 2,552,429 common shares outstanding.\n\n \n\n \n\n \n\nTABLE OF CONTENTS\n\n \n\nPage\n\n \n\n[PART I—FINANCIAL INFORMATION](#part_i_financial_information)\n\n4\n\n[Item 1 – Financial Statements](#financial_statements)\n\n4\n\n[Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations](#management_discussion_and)\n\n17\n\n[Item 3 – Qualitative and Quantitative Disclosures about Market Risk](#qualitative_and_quantitative)\n\n34\n\n[Item 4 – Controls and Procedures](#controls_and_procedures)\n\n34\n\n \n\n[PART II—OTHER INFORMATION](#other_information)\n\n35\n\n[Item 1 – Legal Proceedings](#legal_proceedings)\n\n35\n\n[Item 1A – Risk Factors](#risk_factors)\n\n35\n\n[Item 6 – Exhibits](#exhibits)\n\n37\n\n[Signatures](#signatures)\n\n38\n\n \n\n \n\n \n\n1\n\n \n\n \n\n \n\nCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS\n\nThis Report 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, which we collectively refer to as “forward-looking statements”. 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,” “hope,” “foresee” or the negative of these terms or other similar expressions concerning matters that are not historical facts.\n\nMany 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:\n\n•\nthe Arrangement and its expected terms, benefits, timing and closing, including satisfaction of customary closing conditions, and the anticipated timing thereof;\n\n•\nour ability to continue as a going concern;\n\n•\nour need to raise substantial additional capital in the near future and our ability to raise such funds when needed and on acceptable terms;\n\n•\nif a financing is completed, it may not be a large enough financing to fully fund the company's operations;\n\n•\nour suppliers or clinical sites may choose to implement work stoppage on key programs, change the terms of contracts or terminate contracts for key programs;  \n\n•\nour conversations with partners to renegotiate existing product license agreements may not be successful;\n\n•\nour lack of product revenues and net losses and a history of operating losses;\n\n•\nour ability to meet the continued listing requirements of the TSX and the listing requirements to relist on The Nasdaq Stock Market (the \"Nasdaq\");\n\n•\nour 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;\n\n•\nfurther equity financing, which may substantially dilute the interests of our existing shareholders;\n\n•\nclinical 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;\n\n•\nour 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;\n\n•\nclinical studies are long, expensive, may have uncertain outcomes, and the U.S. Food and Drug Administration (\"FDA\"), or other similar foreign regulatory agencies that we are required to report to, may ultimately not approve any of our product candidates;\n\n•\nour ability to comply with applicable governmental regulations and standards;\n\n•\nour inability to achieve our projected development goals in the time frames we announce and expect;\n\n•\ndifficulties in enrolling patients for clinical trials may lead to delays or cancellations of our clinical trials;\n\n•\nour ability to maintain an adequate supply of clinical drug product to complete our ongoing and planned clinical trials;\n\n•\nimpact of government spending cuts;\n\n•\nour reliance on third parties to conduct and monitor our preclinical studies;\n\n•\nour ability to attract and retain key personnel, including key executives and scientists;\n\n•\nany misconduct or improper activities by our employees;\n\n•\nour exposure to exchange rate risk;\n\n•\nour ability to commercialize our business attributed to negative results from clinical trials;\n\n \n\n2\n\n \n\n \n\n \n\n•\nthe marketplace may not accept our products or product candidates due to the intense competition and technological change in biotechnology and pharmaceuticals, and we may not be able to compete successfully against other companies in our industries and achieve profitability;\n\n•\nour ability to obtain and maintain patent protection;\n\n•\nour ability to afford substantial costs incurred with defending our intellectual property;\n\n•\nour ability to protect our intellectual property rights and not infringe on the intellectual property rights of others;\n\n•\nour business is subject to potential product liability and other claims;\n\n•\npotential exposure to legal actions and potential need to take action against other entities;\n\n•\ncommercialization limitations imposed by intellectual property rights owned or controlled by third parties;\n\n•\nour ability to maintain adequate insurance at acceptable costs;\n\n•\nour ability to find and enter into agreements with potential partners;\n\n•\nextensive government regulation;\n\n•\ndata security incidents and privacy breaches could result in increased costs and reputational harm;\n\n•\nour share price has been and is likely to continue to be volatile;\n\n•\nfuture sales of our common shares (the \"Common Shares\") by us or by our existing shareholders could cause our share price to drop;\n\n•\nchanging global market and financial conditions;\n\n•\nchanges in an active trading market in our Common Shares;\n\n•\ndifficulties by non-Canadian investors to obtain and enforce judgments against us because of our Canadian incorporation and presence;\n\n•\npotential adverse U.S. federal tax consequences for U.S. shareholders because we are a “passive foreign investment company”;\n\n•\nour “smaller reporting company” status;\n\n•\nany 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;\n\n•\nour broad discretion in how we use the proceeds of the sale of Common Shares; and\n\n•\nour ability to expand our business through the acquisition of companies or businesses.\n\nMore detailed information about risk factors and their underlying assumptions is included in our Annual Report on Form 10-K for the year ended December 31, 2025, under Item 1A – Risk Factors. 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.\n\n \n\n \n\n3\n\n \n\n \n\n \n\nPART I—FINANCIAL INFORMATION"}