Aptose's Path to Hanmi Buyout Hits SEC Hurdle, Secured by New Loan

SAN DIEGO, CA – February 24, 2026 – Aptose Biosciences is navigating a complex and delayed path toward its acquisition by South Korean pharmaceutical giant Hanmi Pharmaceutical, announcing an amended agreement and a new shareholder meeting date after hitting a regulatory snag with U.S. authorities. To bridge the gap, the clinical-stage biotech has also secured an additional US$11.1 million loan from its prospective parent, a move underscoring both the strategic importance of the deal and Aptose's precarious financial position.

The company confirmed it has rescheduled its special shareholder meeting to March 31, 2026, pushing the vote back from its original January date. The delay was necessary to address comments from the U.S. Securities and Exchange Commission (SEC) regarding the "go-private" nature of the transaction, adding a layer of complexity to the cross-border merger.

The Regulatory Gauntlet

The core of the delay stems from SEC scrutiny over the company's transaction statement on Schedule 13E-3. This filing is required for "going private" transactions, where a public company is taken over and its shares are delisted. Such filings often attract close regulatory review to ensure that minority shareholders are treated fairly and receive adequate disclosure.

In response to the SEC's feedback, Aptose and Hanmi entered into an amended and restated arrangement agreement on February 23. This revised pact adjusts the transaction's mechanics and timeline, leading to the new shareholder meeting. Aptose has since filed a definitive proxy statement with the SEC, which it will mail to shareholders, outlining the updated terms and providing the basis for the upcoming vote. The board of directors continues to unanimously recommend that shareholders approve the deal.

The transaction structure itself is multifaceted. It first involves Aptose moving its legal jurisdiction from the federal Canada Business Corporations Act to Alberta's provincial corporate law. Following this "Continuance," Aptose will be acquired by HS North America Ltd., a wholly-owned subsidiary of Hanmi, through a statutory plan of arrangement. This legal maneuvering is designed to facilitate the acquisition but adds to the procedural steps that must be cleared.

A Financial Lifeline Amid Hardship

Concurrent with the regulatory update, Aptose revealed its increasing financial dependence on Hanmi. The new US$11.1 million credit facility is the latest in a series of loans from the South Korean firm, which has already funneled over US$30 million in debt financing to Aptose over the past 18 months.

Significantly, Aptose is invoking a "financial hardship" exemption under Canadian securities law to justify the related-party transaction. This exemption from formal valuation and minority shareholder approval requirements is reserved for companies in dire financial straits. In its filing, Aptose's board stated that it unanimously determined the loan was necessary to improve the company's financial position and that its terms were "reasonable in the circumstances."

A look at Aptose's financials paints a clear picture of this hardship. The company has reported no revenue growth in three years and carries a negative debt-to-equity ratio, with analysts forecasting an annual EBITDA loss of $33 million for 2026. Its low current and quick ratios, both at 0.36, signal significant liquidity constraints. Without Hanmi's continued financial support, the development of its lead drug candidate and even the company's operational continuity would be in jeopardy. The new loan, which accrues interest at 6% per annum and will be disbursed in advances of no more than US$2 million, is earmarked to fund operations and the advancement of its key asset, Tuspetinib, through May 31, 2026.

The Promise of Tuspetinib

At the heart of this complex corporate and financial drama is Tuspetinib, a promising oral kinase inhibitor for the treatment of Acute Myeloid Leukemia (AML). This is the "crown jewel" asset that makes Aptose an attractive, albeit financially challenged, acquisition target for Hanmi. Tuspetinib has shown encouraging results as both a monotherapy and, critically, as part of a frontline triplet therapy.

Recent data from the TUSCANY Phase 1/2 clinical study, presented at the 2025 American Society of Hematology (ASH) Annual Meeting, highlighted "promising response rates and safety" when Tuspetinib was combined with the standard-of-care drugs venetoclax and azacitidine. The ability to enhance existing treatment regimens without adding overlapping toxicities positions the drug to address a significant unmet need in a difficult-to-treat cancer.

For Hanmi, a global biopharmaceutical company looking to strengthen its oncology portfolio and establish a direct foothold in North America, Tuspetinib represents a key strategic asset. The acquisition gives Hanmi full control over a late-stage clinical candidate with blockbuster potential, justifying the ongoing financial support required to see it through to potential commercialization.

A Pivotal Vote for Shareholders

For Aptose's minority shareholders, the upcoming vote on March 31 presents a critical decision. The offer on the table is C$2.41 in cash per common share. This represents a 28% premium over the stock's 30-day volume-weighted average price before the initial deal was announced, but it is a far cry from the stock's 52-week high of $5.80.

An independent valuation conducted by Locust Walk placed the fair market value of Aptose shares between C$1.00 and C$5.08, putting the C$2.41 offer squarely within that range and supporting the board's conclusion that the price is fair. Given the company's declared financial hardship and its complete reliance on Hanmi for funding, shareholders must weigh the certainty of a cash payout against the significant risks of the company's standalone future.

The proxy filing bluntly outlines the stakes, noting that a failure to complete the transaction could force Aptose to seek creditor protection under the Companies' Creditors Arrangement Act (CCAA). With Hanmi already owning nearly 20% of the company and acting as its sole financier, the acquisition appears less like a traditional merger and more like a necessary final step in a long-term strategic rescue. The outcome of the March vote will ultimately determine whether the development of Tuspetinib continues under the well-funded umbrella of Hanmi or faces an uncertain future.