Aptose Biosciences (NASDAQ: APTO) outlines executive retention pay

Rhea-AI Filing Summary

Aptose Biosciences Inc. reported new retention award agreements for three senior executives that would pay cash bonuses if the company undergoes a qualifying change of control. The agreements cover CEO William Rice, CFO Fletcher Payne, and Chief Medical Officer Rafael Bejar. Dr. Rice’s retention grant is $331,496.00, Mr. Payne’s is $167,058.67, and Dr. Bejar’s is $199,946.67. Each amount would be paid within five days after the closing of a defined change of control, but only if the executive is still considered “Actively Employed” at that time.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 19, 2025

APTOSE BIOSCIENCES INC.

(Exact name of registrant as specified in its charter)

Canada		001-32001		98-1136802
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

66 Wellington Street West, Suite 5300

TD Bank Tower, Box 48

Toronto, Ontario M5K 1E6

Canada

(Address of Principal Executive Offices) (Zip Code)

(647) 479-9828

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If 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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 19, 2025, in order to reward, retain and further incentivize certain members of the leadership team of Aptose Biosciences Inc (the “Company”) and to continue to maintain a strong emphasis on long-term shareholder value creation, the Company entered into retention award agreements (the “Retention Award Agreement”) for each of (i) William Rice, Chief Executive Officer of the Company, and (ii) Fletcher Payne, Senior Vice President, Chief Financial Officer of the Company and (iii) Rafael Bejar, Senior Vice President, Chief Medical Officer of the Company, respectively (each, a “Retention Grant”). Each Retention Grant, consists of a cash payment to be paid within five (5) days upon the closing of a “Change of Control” as defined in each Retention Award Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Retention Agreement. The Retention Grant for Dr. Rice was $331,496.00, the Retention Grant for Mr. Payne was $167,058.67 and the Retention Grant for Dr. Bejar was $199,946.67.

The Retention Agreements provide that if the executive officer is not “Actively Employed” as defined in the Retention Agreement at the time of the closing of a “Change of Control” then the Retention Grant will not be paid.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				Aptose Biosciences Inc.
Date: August 27, 2025				By:		/s/ William G. Rice
						William G. Rice, Ph.D.
						President and Chief Executive Officer

FAQ

What executive retention bonuses did APTO disclose in this 8-K?

Aptose Biosciences disclosed cash retention awards tied to a change of control for CEO William Rice, CFO Fletcher Payne, and CMO Rafael Bejar, payable if they remain employed at the time of the transaction.

How much is the change-of-control retention bonus for APTOs CEO?

The retention grant for Aptose Biosciences CEO William Rice is $331,496.00, payable within five days after the closing of a qualifying change of control if he is still actively employed.

What retention amounts did APTO grant to its CFO and CMO?

CFO Fletcher Payne received a retention grant of $167,058.67, and CMO Rafael Bejar received $199,946.67, each tied to the closing of a defined change of control while they remain actively employed.

When are the APTO executive retention bonuses paid?

Each retention grant is structured as a cash payment to be made within five days after the closing of a change of control, as defined in the retention award agreements.

What employment condition applies to APTOs retention awards?

If an executive is not Actively Employed, as defined in the retention agreements, at the time the change of control closes, that executives retention grant will not be paid.

Why did Aptose Biosciences implement these retention agreements?

The company stated that the retention awards are intended to reward, retain, and further incentivize key leaders and support long-term shareholder value creation in the context of a potential change of control.