{"url_path":"/sec/aptof/8-k/2026-07-01/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/882361/0001193125-26-291114-index.html","accession_number":"0001193125-26-291114","cik":"0000882361","ticker":"APTOF","issuer_name":"Aptose Biosciences Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/882361/0001193125-26-291114-index.html","primary_entity_key":"0000882361","primary_entity_name":"Aptose Biosciences Inc."},"word_count":468,"has_tables":true,"body_markdown":"Item 2.01\n\nCompletion of Acquisition or Disposition of Assets.\n\nPursuant to the Arrangement Agreement, dated as of November 18, 2025, as amended and restated by the parties on February 23, 2026 (the “Arrangement Agreement”), by and among Aptose Biosciences Inc. (the “Company”), Hanmi Pharmaceuticals Co. Ltd. (“Hanmi”) and HS North America Ltd., a wholly owned subsidiary of Hanmi (“Hanmi Purchaser” and together with Hanmi, the “Hanmi Purchasers”), on June 30, 2026, the Company consummated the statutory plan of arrangement under the Business Corporations Act (Alberta) pursuant to which Hanmi Purchaser acquired all of the issued and outstanding common shares of the Company not already owned by Hanmi (the “Arrangement”). The Court of King’s Bench of Alberta approved the Arrangement on March 31, 2026.\n\nAt the effective time of the Arrangement (the “Effective Time”), each share of the Company’s common shares, without par value (the “Common Shares”), issued and outstanding immediately prior to the Effective Time, other than Common Shares beneficially owned or controlled by Parent or any of its affiliates, was converted into the right to receive C$2.41 in cash, subject to applicable withholdings and other source deductions.\n\nThe aggregate consideration paid in the Arrangement was approximately USD$3,466,470 (C$4,925,362.79), without giving effect to related transaction fees and expenses, for 2,043,719 Common Shares of the Company which were not already owned by Hanmi. Immediately prior to the Effective Time, Hanmi owned 508,710 Common Shares, representing 19.93% of the issued and outstanding Common Shares, based on 2,552,429 Common Shares outstanding immediately prior to the Effective Time. Certain of the Hanmi Purchasers are party to those certain second amended and restated 2025 facility agreement, second amended and restated investor rights agreement, debt conversion and interest payment agreement, and facility agreement, each with the Company, as further described in the Proxy Statement contained in the Definitive Schedule 14A filed by the Company with the SEC on February 24, 2026.\n\nLocust Walk Securities, LLC, financial advisor to the Special Committee of the Board of Directors of the Company, provided a fairness opinion in connection with the Arrangement (the “Fairness Opinion”).\n\nThe description of the Arrangement Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Arrangement Agreement, which is incorporated herein by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2026.\n\nThe description of the Fairness Opinion set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Fairness Opinion, which is incorporated herein by reference to Appendix E of the Company’s Proxy Statement contained in the definitive Schedule 14A filed by the Company with the SEC on February 24, 2026."}