Aptose Biosciences (OTC: APTOF) investors approve Hanmi-led buyout and continuance

Rhea-AI Filing Summary

Aptose Biosciences Inc. reported the results of a special shareholder meeting held on March 31, 2026. Shareholders approved a continuance of the corporation from the Canada Business Corporations Act to the Business Corporations Act (Alberta), and also approved a plan of arrangement with Hanmi-related entities.

Under the approved arrangement, HS North America Ltd., a wholly owned subsidiary of Hanmi Pharmaceutical Co. Ltd., will acquire all Aptose common shares not already owned or controlled by the Hanmi entities or their affiliates. The continuance resolution received roughly 92.42% of votes cast in favor, while the arrangement resolution received about 84.87% support, indicating strong shareholder backing for both the corporate law change and the proposed acquisition structure.

Positive

• Strong shareholder approval of Hanmi acquisition: The arrangement for HS North America Ltd., a Hanmi subsidiary, to acquire all remaining Aptose common shares not already owned by Hanmi-affiliated entities received about 84.87% support, signaling broad investor backing for a full-company transaction.
• High support for corporate continuance: The resolution to continue from the Canada Business Corporations Act to the Business Corporations Act (Alberta) passed with roughly 92.42% of votes cast in favor, facilitating the agreed transaction structure.

Negative

• None.

Insights

M&A and corporate actions analyst

Aptose holders strongly back Hanmi-led acquisition and legal continuance.

The special meeting shows clear support for a change in governing corporate statute and for a full buyout by entities affiliated with Hanmi Pharmaceutical. The plan of arrangement would see HS North America Ltd. acquire all remaining Aptose common shares it and its affiliates do not already control.

The continuance to the Business Corporations Act (Alberta) passed with about 92.42% of votes cast in favor, suggesting little resistance to the jurisdictional shift. The arrangement resolution secured roughly 84.87% support, a solid margin that reduces execution risk tied to shareholder approvals, although closing will still depend on any additional required consents or conditions referenced outside this excerpt.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Continuance votes for: 1,075,838 votes Continuance support: 92.42% votes for Continuance votes against: 76,950 votes +3 more

6 metrics

Continuance votes for 1,075,838 votes Continuance from CBCA to Business Corporations Act (Alberta)

Continuance support 92.42% votes for Special meeting continuance resolution

Continuance votes against 76,950 votes Continuance resolution opposition

Arrangement votes for 556,154 votes Plan of arrangement with Hanmi Purchasers

Arrangement support 84.87% votes for Special meeting arrangement resolution

Arrangement votes against 97,552 votes Opposition to plan of arrangement

Key Terms

Special Meeting, continuation, Canada Business Corporations Act, Business Corporations Act (Alberta), +2 more

6 terms

Special Meeting regulatory

"On March 31, 2026, Aptose Biosciences Inc. ... held its Special Meeting of the shareholders"

A special meeting is a shareholder gathering called outside the regular annual meeting to decide on urgent or specific corporate matters, such as mergers, major asset sales, changes to the board, or shareholder proposals. It matters to investors because decisions made there can quickly alter a company’s strategy, ownership or value—like a sudden boardroom decision that changes the game—so shareholders may need to vote, adjust holdings, or reassess risk based on the outcome.

continuation regulatory

"shareholders voted to approve the continuation of the Corporation from the Canada Business Corporations Act"

Canada Business Corporations Act regulatory

"continuation of the Corporation from the Canada Business Corporations Act (“CBCA”)"

A federal Canadian law that sets the rules for forming, running and dissolving corporations incorporated under federal jurisdiction. It covers basic things like how boards and shareholders make decisions, what records must be kept, and rules for mergers and share transfers. Investors care because it defines their legal rights, how companies are governed and how corporate actions (like takeovers or dividend changes) are approved—think of it as the rulebook that shapes how their ownership is protected and how value is created or changed.

Business Corporations Act (Alberta) regulatory

"to the Business Corporations Act (Alberta)."

plan of arrangement regulatory

"shareholders voted to approve the plan of arrangement (announced on November 19, 2025 and February 24, 2026)"

A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.

Emerging growth company regulatory

"Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

false 0000882361 0000882361 2026-03-31 2026-03-31

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): March 31, 2026

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
None		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 5.07. Submission of Matters to a Vote of Security Holders.

On March 31, 2026, Aptose Biosciences Inc., or the “Corporation,” held its Special Meeting of the shareholders of the Corporation (the “Meeting”). At the Meeting, shareholders voted in favor of all items of business, as indicated below:

Proposal No. 1 – Continuance Resolution

The Corporation’s shareholders voted to approve the continuation of the Corporation from the Canada Business Corporations Act (“CBCA”) to the Business Corporations Act (Alberta).

Votes For		% Votes For		Vote Against		% Votes Against		Abstain		Broker Non-Votes
1,075,838		92.42%		76,950		6.61%		11,242		0

Proposal No. 2 – Arrangement Resolution

The Corporation’s shareholders voted to approve the plan of arrangement (announced on November 19, 2025 and February 24, 2026) pursuant to which HS North America Ltd. (the “Purchaser”), a wholly owned subsidiary of Hanmi Pharmaceutical Co. Ltd. (“Hanmi” and together with the Purchaser, the “Hanmi Purchasers”) will acquire all of the issued and outstanding common shares of the Corporation that are not currently owned or controlled by the Hanmi Purchasers or their respective affiliates.

Votes For		% Votes For		Vote Against		% Votes Against		Abstain		Broker Non-Votes
556,154		84.87%		97,552		14.89%		1,614		0

Exhibit No.		Description of Exhibit
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: March 31, 2026				By:		/s/ William G. Rice, Ph.D.
						William G. Rice, Ph.D.
						Chairman, President, and Chief Executive Officer

FAQ

What did Aptose Biosciences (APTOF) shareholders approve at the March 31, 2026 special meeting?

Shareholders approved two key resolutions: a continuance from the Canada Business Corporations Act to the Business Corporations Act (Alberta), and a plan of arrangement under which a Hanmi subsidiary will acquire all Aptose common shares not already owned by Hanmi-affiliated entities.

How strongly did Aptose Biosciences (APTOF) shareholders support the move to Alberta corporate law?

The continuance resolution received 1,075,838 votes for, representing about 92.42% of votes cast, versus 76,950 votes against. This indicates very strong shareholder support for shifting Aptose’s governing statute to the Business Corporations Act (Alberta).

What is the Hanmi transaction approved by Aptose Biosciences (APTOF) shareholders?

Shareholders approved a plan of arrangement where HS North America Ltd., a wholly owned Hanmi Pharmaceutical subsidiary, will acquire all issued and outstanding Aptose common shares not already owned or controlled by Hanmi Purchasers or their affiliates, effectively enabling a full-company acquisition structure.

What were the voting results for the Aptose Biosciences (APTOF) arrangement with Hanmi?

The arrangement resolution received 556,154 votes for, about 84.87% of votes cast, and 97,552 votes against, about 14.89%, with 1,614 abstentions. This sizeable approval margin reflects strong shareholder backing for the proposed Hanmi-led acquisition structure.

Who is acquiring Aptose Biosciences (APTOF) under the approved plan of arrangement?

Under the approved plan of arrangement, HS North America Ltd., a wholly owned subsidiary of Hanmi Pharmaceutical Co. Ltd., referred to together as the Hanmi Purchasers, will acquire all issued and outstanding Aptose common shares not already owned or controlled by those Hanmi-affiliated purchasers.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 9.8 KB