As filed with the Securities and Exchange Commission on January 25, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
APTOSE BIOSCIENCES INC.
(Exact Name of Registrant As Specified In Its Charter)
| Canada | 2836 | 98-1136802 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
251 Consumers Road, Suite 1105
Toronto, Ontario, Canada M2J 4R3
(647) 479-9828
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Aptose Biosciences U.S. Inc.
Unit 120, 12770 High Bluff Drive
San Diego, California 92130
(858) 926-2730
(Name, address, including zip code, and telephone number, including area code, of agent for service)
COPIES TO:
| Daniel M. Miller Dorsey & Whitney LLP Suite 1070, 1095 West Pender Street Vancouver, British Columbia Canada V6E 2M6 |
Fletcher Payne Senior Vice President and Chief Financial Officer Aptose Biosciences Inc. 251 Consumers Road, Suite 1105 Toronto, Ontario Canada M2J 4R3 (647) 479-9828 |
Ivan K. Blumenthal Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 919 Third Avenue New York, NY 10022 (212) 692-6750 |
From time to time after the effective date of this Registration Statement
(Approximate date of commencement of proposed sale to the public)
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. ☒
If this Form is used to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-275870
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement is being filed by Aptose Biosciences Inc. (the “Corporation”) pursuant to Rule 462(b) as promulgated under the Securities Act of 1933, as amended, and includes the registration statement facing page, this page, the signature page, an exhibit index and the required opinion and consents solely to register up to an aggregate of $3,360,871 in additional (i) common shares, (ii) pre-funded warrants to purchase common shares, (iii) warrants to purchase common shares, (iv) common shares underlying pre-funded warrants, (v) common shares underlying warrants, (vi) underwriter’s warrants to purchase common shares, (vii) common shares underlying underwriter’s warrants and (viii) securities that may be sold upon exercise of the underwriter’s over-allotment option. The contents of the Registration Statement on Form S-1 (Registration No. 333-275870), as amended, including the exhibits and powers of attorney included therein (the “Prior Registration Statement”), which was declared effective by the Securities and Exchange Commission on January 25, 2024, are incorporated by reference in this Registration Statement. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in Exhibit 107 to the Prior Registration Statement. The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
EXHIBIT INDEX
Item 16. Exhibits and Financial Statement Schedules
| (a) | Exhibits |
| * | Filed herewith. |
Pursuant to the requirements of the Securities Act of 1933, the Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this on Form S-1 and has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, Colorado, on January 25, 2024.
| Aptose Biosciences Inc. | ||
| By: | /s/ Fletcher Payne | |
| Fletcher Payne | ||
| Senior Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Name | Positions | Date | ||
| * William G. Rice |
President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) | January 25, 2024 | ||
| /s/ Fletcher Payne Fletcher Payne |
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | January 25, 2024 | ||
| * Denis Burger |
Director |
January 25, 2024 | ||
| * Carol Ashe |
Director |
January 25, 2024 | ||
| * Dr. Erich M. Platzer |
Director |
January 25, 2024 | ||
| * Dr. Bernd R. Seizenger |
Director |
January 25, 2024 | ||
| * Dr. Mark Vincent |
Director |
January 25, 2024 | ||
| * Warren Whitehead |
Director |
January 25, 2024 | ||
| *By: | /s/ Fletcher Payne | |
| Fletcher Payne | ||
| Attorney-in-fact |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Aptose Biosciences Inc. in the United States, on this 25th day of January, 2024.
| APTOSE BIOSCIENCES U.S. INC. | ||
| By: | /s/ Fletcher Payne | |
| Name: Fletcher Payne | ||
| Title: Senior Vice President and Chief Financial Officer | ||