UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES ACT OF 1934
(Amendment No. 4)
APTOSE BIOSCIENCES INC.
(Name of the Issuer)
Aptose Biosciences Inc.
Hanmi Science Co. Ltd.
Hanmi Pharmaceutical Co. Ltd.
HS North America Ltd.
(Names of Persons Filing Statement)
Common Shares, no par value
(Title of Class of Securities)
03835T200
(CUSIP Number of Class of Securities)
| William G. Rice Aptose Biosciences Inc. 66 Wellington Street West, Suite 5300 TD Bank Tower, Box 48 Toronto, Ontario M5K 1E6 Tel: (647) 479-9828 |
Han Kim Hanmi Science Co. Ltd. Hanmi Pharmaceutical Co. Ltd. HS North America Ltd. c/o
Hanmi Pharmaceutical Co. Ltd. Seoul, 05545, Republic of Korea Tel: +82 2 410 0391 |
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)
With copies to
| David S. Bakst Ryan H. Ferris New York, NY 10020 |
Keith R. Chatwin Tel: (403) 266-9088 |
Dan M. Miller 1400 Wewatta Street Suite 400 Denver, CO 80202-5549 Tel: (604) 630-5199 |
Charles Antoine Soulière McCarthy Tétrault LLP Suite 4000 500 Grande Allée E, 9th Floor Québec QC, G1R 2J7, Canada Tel: (418) 521-3028 |
This statement is filed in connection with (check the appropriate box):
| a. ☒ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. |
| b. ☐ | The filing of a registration statement under the Securities Act of 1933. |
| c. ☐ | A tender offer. |
| d. ☐ | None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐
Check the following box if the filing is a final amendment reporting the results of the transaction: ☐
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on Schedule 13E-3. Any representation to the contrary is a criminal offense.
INTRODUCTION
This Amendment No. 4 (the “Amendment”) to the Transaction Statement on Schedule 13E-3 (as amended, this “Transaction Statement”) is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (1) Aptose Biosciences Inc., a corporation existing under the laws of Canada under the Canada Business Corporations Act (the “CBCA,” and, such entity, “Aptose” or the “Company”) and the issuer of the common shares, no par value (the “Company common shares”) that is the subject of the Rule 13e-3 transaction; (2) Hanmi Pharmaceutical Co. Ltd., a corporation existing under the laws of the Republic of Korea (the “Parent”); and (3) HS North America Ltd., a corporation incorporated under the Business Corporations Act (Alberta) (“ABCA”) and the wholly owned subsidiary of Parent (such entity, the “Purchaser”).
This Amendment is being filed pursuant to Rule 13e-3(d)(2) to report a material change to the transaction that is the subject of this Transaction Statement.
All information set forth in this Amendment should be read in conjunction with the information contained or incorporated by reference in the Transaction Statement, as amended to date.
All information concerning the Company contained in, or incorporated by reference into, this Transaction Statement was supplied by the Company. Similarly, all information concerning each other filing person contained in, or incorporated by reference into, this Transaction Statement was supplied by such filing person.
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SCHEDULE 13E-3 ITEMS
| Item 15. | Additional Information |
Regulation M-A Item 1011
The information set forth in response to Item 1011(c) of Regulation M-A is hereby amended and supplemented as follows:
On March 31, 2026, at a special meeting of the Company’s shareholders, the Company’s shareholders voted to approve (i) a special resolution to approve a continuance of the Company from the CBCA to the ABCA and (ii) a proposal to approve the Arrangement Agreement, dated as of November 18, 2025 as amended and restated by the parties on February 23, 2026, among the Company, Parent and the Purchaser (the “Arrangement Agreement”) and the consummation of the statutory plan of arrangement under the ABCA pursuant to which the Purchaser would acquire all of the issued and outstanding common shares of the Company not already owned by the Purchaser (the “Arrangement”).
On March 31, 2026, the Court of King’s Bench of Alberta approved the Arrangement.
In addition, on March 31, 2026, the Company issued a press release announcing its 2025 results of operations, the results of the shareholders meeting related to the Arrangement and the receipt of the final court approval of the Arrangement and such press release is filed as Exhibit (a)(2)(xvii).
| Item 16. | Exhibits |
The following exhibits are filed herewith:
| (a)(2)(i) |
| (a)(2)(ii) | Form of Proxy Card (included in the Proxy Statement and incorporated herein by reference). |
| (a)(2)(iii) | Letter to Stockholders (included in the Proxy Statement and incorporated herein by reference). |
| (a)(2)(iv) | Notice of Special Meeting of Stockholders (included in the Proxy Statement and incorporated herein by reference). |
| (a)(2)(v)* |
| (a)(2)(vi)* |
| (a)(2)(vii)* |
| (a)(2)(viii)* |
| (a)(2)(ix)* |
| (a)(2)(x) |
| (a)(2)(xi) |
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| (a)(2)(xii) |
| (a)(2)(xiii) |
| (a)(2)(xiv) |
| (a)(2)(xv) |
| (a)(2)(xvi) |
| (a)(2)(xvii) |
| (c)(i)* | Formal Valuation and Opinion of Locust Walk Securities, LLC (included as Appendix E to the Proxy Statement and incorporated herein by reference). |
| (c)(ii)* | Prior Valuation (included as Appendix F to the Proxy Statement and incorporated herein by reference). |
| (d)(i)* | Arrangement Agreement (included as Appendix B to the Proxy Statement and incorporated herein by reference). |
| (d)(ii)* | Form of Support and Voting Agreement (included as Schedule E to Appendix B to the Proxy Statement and incorporated herein by reference). |
| (d)(iii)* |
| (f)(i)* | Dissent Provisions of the CBCA (included as Appendix I to the Proxy Statement and incorporated herein by reference). |
| (f)(ii)* | Dissent Provisions of the ABCA (included as Appendix J to the Proxy Statement and incorporated herein by reference). |
| 107* |
| * | Previously filed. |
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SIGNATURES
After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 1, 2026
| APTOSE BIOSCIENCES INC. | ||
| By: | /s/ William G. Rice | |
|
|
Name: William G. Rice | |
|
|
Title: Chairman, President and Chief Executive Officer | |
After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 1, 2026
| HANMI SCIENCE CO. LTD. | ||
| By: |
/s/ Jaekyo Kim | |
|
|
Name: Jaekyo Kim | |
|
|
Title: Chief Executive Officer | |
| HANMI PHARMACEUTICAL CO. LTD. | ||
| By: |
/s/ Sang-yeon Hwang | |
|
|
Name: Sang-yeon Hwang | |
|
|
Title: Chief Executive Officer | |
| HS NORTH AMERICA LTD. | ||
| By: |
/s/ Seonghoon Kim | |
|
|
Name: Seonghoon Kim | |
|
|
Title: Chief Executive Officer | |
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