On January 26, 2024 Aptose Biosciences Inc. ("Aptose" or the "Company") (Nasdaq: APTO, TSX: APS), a clinical-stage precision oncology company developing highly differentiated targeted agents to treat hematologic malignancies, reported the pricing of an underwritten public offering (the "Public Offering") of 4,912,280 common shares of the Company (the "Common Shares") at a public offering price of US $1.71 per share (Press release, Aptose Biosciences, JAN 26, 2024, View Source [SID1234639544]). Each Common Share will also include a warrant to purchase a Common Share (a "Warrant Share") at a price of $1.71 per Warrant Share. Gross proceeds from the Public Offering, before deducting underwriting discounts and commissions and offering expenses payable by Aptose, are expected to be approximately US $8.4 million. The underwriters have been granted a 30-day option to purchase up to an additional 736,842 Common Shares and/or 736,842 Warrants in the Public Offering, under the same terms and conditions.
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Aptose also announced the pricing of a concurrent $4 million private placement (the "Private Placement") of Common Shares with Hanmi Pharmaceutical, Inc. ("Hanmi"), Seoul, South Korea, representing ownership of 19.97% of the outstanding Common Shares of the Company following the Private Placement. Under the terms of the strategic investment, Hanmi will purchase each Common Share at a price of $1.90, representing an 11% premium over the price of the Common Shares issued in the Public Offering. The Company will also issue Hanmi Warrants to purchase Common Shares at a price of $1.71 per Warrant Share. Upon the closing of the Private Placement, Hanmi will have satisfied its remaining investment obligations under the existing subscription agreement and investor rights agreement (announced September 6, 2023) between Aptose and Hanmi.
The Public Offering is expected to close on or about January 30, 2024, subject to satisfaction of customary closing conditions. The Private Placement is expected to close on or about January 31, 2024, subject to satisfaction of customary closing conditions.
Aptose intends to use the net proceeds of the Public Offering and Private Placement to (i) support clinical trials for tuspetinib; (ii) support manufacture of tuspetinib clinical supplies; and (iii) for working capital and general corporate purposes.
Newbridge Securities Corporation is acting as the sole book-running manager for the Public Offering and as placement agent for the Private Placement.
No Common Shares, Pre-Funded Warrants or Warrants will be offered or sold in Canada as part of the Public Offering or Private Placement. The Public Offering and Private Placement are subject to the approval of the Toronto Stock Exchange ("TSX") and Nasdaq. For the purposes of TSX approval, the Company is relying on the exemption set forth in Section 602.1 of the TSX Company Manual, which provides that the TSX will not apply its standards to certain transactions involving eligible interlisted issuers on a recognized exchange, such as Nasdaq.
The securities to be sold in the Public Offering are being offered by Aptose pursuant to a registration statement on Form S-1 (File. No. 333-275870), including a base prospectus, that was previously filed by Aptose with the Securities and Exchange Commission ("SEC") and was declared effective on January 25, 2024. The Public Offering is being made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. Before you invest, you should read the prospectus supplement and the accompanying prospectus and other documents the Company has filed with the SEC for more complete information about the Company and the Public Offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the final prospectus supplement may be obtained, once available, by contacting Newbridge Securities Corporation, Attn: Equity Syndicate Department, 1200 North Federal Highway, Suite 400, Boca Raton, FL 33432, by email at [email protected] or by telephone at (877) 447-9625. The securities to be sold to Hanmi have not been registered under the U.S. Securities Act of 1933, as amended, and will be issued in reliance on an exemption from the registration requirements thereof.
This press release does not constitute an offer to sell or the solicitation of offers to buy any securities of Aptose, and shall not constitute an offer, solicitation or sale of any security in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.