Ex-CFO clears Aptose (APTOF) holdings in Hammi Pharmaceuticals buyout

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Aptose Biosciences Inc. former SVP and CFO Fletcher Payne reported dispositions of all his equity interests in connection with the company’s acquisition by a subsidiary of Hammi Pharmaceuticals Co. Inc. A trust associated with Payne disposed of 22 common shares, and he disposed of 222 directly held common shares, each at approximately $1.72 per share, converted from C$2.41 using an exchange rate of C$1.4 = US$1.00. He also surrendered 1,000,000 stock options with a $0.8479 exercise price, 200,000 options at $0.66, and 55,000 options at $2.00 per share, all as dispositions to the issuer. Following these transactions, the filing shows zero common shares and zero options remaining in Payne’s reported holdings.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Payne Fletcher

Role null

Type	Security	Shares	Price	Value
Disposition	Employee Stock Option (Right to Buy)	55,000	$0.00	--
Disposition	Employee Stock Option (Right to Buy)	200,000	$0.00	--
Disposition	Common Stock (Option)	1,000,000	$0.00	--
Disposition	Common Shares	222	$1.72	$381.84
Disposition	Common Shares	22	$1.72	$37.84

Holdings After Transaction: Employee Stock Option (Right to Buy) — 0 shares (Direct, null); Common Stock (Option) — 0 shares (Direct, null); Common Shares — 0 shares (Direct, null); Common Shares — 0 shares (Indirect, Fletcher Payne 2019 Trust)

Footnotes (1)

Disposed of pursuant to a board, shareholder and court-approved business arrangement agreement between the Issuer and Hammi Pharmaceuticals Co. Inc. whereby a subsidiary of Hammi acquired all outstanding shares of the Issuer at a price of C$2.41 per share. Converted from Canadian price of C$2.41 per share using an exchange rate of C$1.4 = US$1.00. Options vest 50% on the first anniversary of the grant date; remaining options vest 1/3 annually beginning on the second anniversary of the grant date.

Key Figures

Common shares disposed (trust): 22 common shares at $1.72/share Common shares disposed (direct): 222 common shares at $1.72/share Options disposed at $0.8479: 1,000,000 options, $0.8479 exercise price +4 more

7 metrics

Common shares disposed (trust) 22 common shares at $1.72/share Indirect holding via Fletcher Payne 2019 Trust, disposed 2026-06-30

Common shares disposed (direct) 222 common shares at $1.72/share Direct holding, disposed 2026-06-30

Options disposed at $0.8479 1,000,000 options, $0.8479 exercise price Common Stock (Option), disposition to issuer, expires 2032-06-26

Options disposed at $0.66 200,000 options, $0.66 exercise price Employee Stock Option, disposition to issuer, expires 2033-01-19

Options disposed at $2.00 55,000 options, $2.00 exercise price Employee Stock Option, disposition to issuer, expires 2034-02-05

Acquisition share price C$2.41 per share Hammi Pharmaceuticals subsidiary acquisition price for Aptose shares

FX rate used C$1.4 = US$1.00 Converts C$2.41 to approximately $1.72 per share

Key Terms

business arrangement agreement, Disposition to issuer, Employee Stock Option (Right to Buy), exchange rate, +1 more

5 terms

business arrangement agreement regulatory

"Disposed of pursuant to a board, shareholder and court-approved business arrangement agreement between the Issuer and Hammi Pharmaceuticals Co. Inc."

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

Employee Stock Option (Right to Buy) financial

"security_title": "Employee Stock Option (Right to Buy)""

exchange rate financial

"Converted from Canadian price of C$2.41 per share using an exchange rate of C$1.4 = US$1.00."

Exchange rate is the price of one currency expressed in another—for example, how many euros you receive for one US dollar. It matters to investors because changes in that price alter the reported profits, costs and value of assets for companies and portfolios that operate or hold money across borders; think of it like switching measurement units, where the same item can look bigger or smaller depending on the unit used.

vest financial

"Options vest 50% on the first anniversary of the grant date; remaining options vest 1/3 annually beginning on the second anniversary of the grant date."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 04:49 PM Accepted by SEC EDGAR 07/01/2026 - 04:49 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Payne Fletcher

(Last)

(First)

(Middle)

C/O APTOSE BIOSCIENCES INC.

251 CONSUMERS ROAD, SUITE 1105

(Street)

TORONTO

M2J 4R3

(City)

(State)

(Zip)

ONTARIO, CANADA

(Country)

2. Issuer Name and Ticker or Trading Symbol
Aptose Biosciences Inc. [ APTO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		FORMER SVP AND CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	06/30/2026		D⁽¹⁾		222	D	$1.72⁽²⁾	0	D
Common Shares	06/30/2026		D⁽¹⁾		22	D	$1.72⁽²⁾	0	I	Fletcher Payne 2019 Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$2	06/30/2026		D⁽¹⁾			55,000	⁽³⁾	02/05/2034	Common Shares	55,000	$0	0	D
Employee Stock Option (Right to Buy)	$0.66	06/30/2026		D⁽¹⁾			200,000	⁽³⁾	01/19/2033	Common Shares	200,000	$0	0	D
Common Stock (Option)	$0.8479	06/30/2026		D⁽¹⁾			1,000,000	⁽³⁾	06/26/2032	Common Stock	1,000,000	$0	0	D

Explanation of Responses:

1. Disposed of pursuant to a board, shareholder and court-approved business arrangement agreement between the Issuer and Hammi Pharmaceuticals Co. Inc. whereby a subsidiary of Hammi acquired all outstanding shares of the Issuer at a price of C$2.41 per share.

2. Converted from Canadian price of C$2.41 per share using an exchange rate of C$1.4 = US$1.00.

3. Options vest 50% on the first anniversary of the grant date; remaining options vest 1/3 annually beginning on the second anniversary of the grant date.

Remarks:

TOTAL OPTIONS AND OPTION EXERCISE PRICE SUBJECT TO ADJUSTMENT AS A RESULT OF THE ISSUER'S 1:30 REVERSE STOCK SPLIT ON 2/25/2025 AND 1:15 REVERSE SPLIT ON 6/6/2023

	/s/ Fletcher Payne	07/01/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did former Aptose (APTOF) executive Fletcher Payne report in this Form 4?

Fletcher Payne reported disposing of all his Aptose equity interests. The filing shows issuer dispositions of common shares and multiple stock option grants, leaving him and his related trust with zero reported Aptose shares or options after the Hammi Pharmaceuticals acquisition.

How many Aptose (APTOF) common shares did Fletcher Payne dispose of?

The filing shows 22 common shares disposed of by the Fletcher Payne 2019 Trust and 222 common shares disposed of directly. All were transferred back to the issuer in connection with the Hammi Pharmaceuticals transaction, at a price derived from C$2.41 per share.

What stock options on Aptose (APTOF) did Fletcher Payne give up?

Payne disposed of three option positions: 1,000,000 options with a $0.8479 exercise price, 200,000 options at $0.66, and 55,000 options at $2.00 per share. All were surrendered to the issuer as part of the Hammi Pharmaceuticals deal.

How was the Aptose (APTOF) acquisition price by Hammi Pharmaceuticals set in this filing?

The filing notes that a Hammi Pharmaceuticals subsidiary acquired all outstanding Aptose shares at C$2.41 per share. It also discloses an exchange rate of C$1.4 = US$1.00, which translates that consideration to approximately $1.72 per share in U.S. dollars.

Does Fletcher Payne retain any Aptose (APTOF) holdings after these transactions?

According to the Form 4, Payne and his related trust hold zero Aptose securities after the transactions. The total shares following each reported disposition are listed as 0.0000, indicating no remaining common shares or related stock options in this filing.