SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 31st, 2024 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of October [•], 2024, between Aptose Biosciences Inc., a Canadian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Aptose Biosciences Inc. 10,500,000 Common Shares (no par value per share) Underwriting AgreementUnderwriting Agreement • July 16th, 2020 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances) • New York
Aptose Biosciences Inc., a company incorporated under the Canada Business Corporations Act (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 10,500,000 common shares, no par value per share (the “Shares”). The 10,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,575,000 Shares as provided in Section 2. The additional 1,575,000 Shares that may be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares, are collectively called the “Offered Shares.” Piper Sandler & Co. (“Piper Sandler”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent ther
APTOSE BIOSCIENCES INC. Common Shares (no par value per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • March 28th, 2018 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances) • New York
Aptose Biosciences Inc., a company incorporated under the Canada Business Corporations Act (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
APTOSE BIOSCIENCES INC. US $20,000,000 SALES AGREEMENTSales Agreement • April 6th, 2015 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances) • New York
Aptose Biosciences Inc., a corporation organized under the laws of Canada (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
COMMON SHARE PURCHASE WARRANT APTOSE BIOSCIENCES INC.Common Share Purchase Warrant • October 31st, 2024 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances)
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aptose Biosciences Inc., a Canadian corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Shares, no par value per share (the “Common Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2019 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances) • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 7, 2019, by and between APTOSE BIOSCIENCES INC., a corporation organized under the laws of Canada (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Share Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
APTOSE BIOSCIENCES INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • December 12th, 2022 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances) • New York
As further set forth in this agreement (this “Agreement”), Aptose Biosciences Inc., a company incorporated under the Canada Business Corporations Act (the “Company”), proposes to issue and sell from time to time through JonesTrading Institutional Services LLC (the “Agent”), as sales agent, the Company’s common shares, no par value per share (the “Common Shares”) (such Common Shares to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
APTOSE BIOSCIENCES INC. [●] Common Shares [●] Pre-Funded Warrants [●] Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • December 29th, 2023 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances)
Aptose Biosciences Inc., a company incorporated under the Canada Business Corporations Act (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters (the “Underwriters”) named on Schedule I to this Underwriting Agreement (the “Agreement”), for whom you are acting as Representative (the “Representative”), an aggregate of (i) [●] shares (the “Firm Shares”) of the Company’s common shares, no par value per share (the “Common Shares”), (ii) pre-funded warrants to purchase up to [●] Common Shares at an exercise price of $0.01 per share, in the form attached hereto as Exhibit A (the “Pre-Funded Warrants”), and (iii) warrants (the “Common Warrants”) to purchase up to [●] Common Shares, in the form attached hereto as Exhibit B (the “Firm Common Warrants,” and, together with the Pre-Funded Warrants and the Firm Shares, the “Firm Securities”). The respective amounts of the Firm Securities to be purchased by each of the several Under
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 26th, 2023 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances)
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 25, 2023, is by and between Keystone Capital Partners, LLC, a Delaware limited liability company (the “Investor”), and Aptose Biosciences Inc., a corporation organized under the laws of Canada (the “Company”).
PRE-FUNDED COMMON SHARE PURCHASE WARRANT APTOSE BIOSCIENCES INC.Pre-Funded Common Share Purchase Warrant • June 3rd, 2024 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances)
THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Aptose Biosciences Inc., a corporation organized under the laws of Canada (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Shares. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PRE-FUNDED COMMON SHARES PURCHASE WARRANT APTOSE BIOSCIENCES INC.Pre-Funded Common Shares Purchase Warrant • October 31st, 2024 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances)
THIS PRE-FUNDED COMMON SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aptose Biosciences Inc., a Canadian corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common shares, no par value per share (the “Common Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT APTOSE BIOSCIENCES INC.Placement Agent Common Share Purchase Warrant • October 31st, 2024 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances)
THIS PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aptose Biosciences Inc., a Canadian corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Shares, no par value per share (the “Common Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 1st, 2024 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances) • California
This Amended and Restated Executive Employment Agreement (the “Agreement”), made between Aptose Biosciences Inc. (the “Company”) and Rafael Bejar, M.D. Ph.D (“Executive”), and together with the Company, (the “Parties”), is effective as of April 29, 2024 (the “Effective Date”).
BETWEENIndustrial Lease • December 16th, 2002 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
COMMON SHARE PURCHASE AGREEMENTCommon Share Purchase Agreement • May 7th, 2019 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances) • Illinois
COMMON SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of May 7, 2019 by and between APTOSE BIOSCIENCES INC., a corporation organized under the laws of Canada (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
ASSET PURCHASE AGREEMENT BETWEEN 4325231 CANADA INC. AND GENESENSE TECHNOLOGIES INC. MADE AS OF July 10, 2007 McCarthy Tétrault LLPAsset Purchase Agreement • September 4th, 2007 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
EXPLANATORY NOTE: [*] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED.Option and License Agreement • April 22nd, 2019 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances) • New York
This Option and License Agreement is made as of March 21, 2016 (the “Execution Date”) by and between Aptose Biosciences Inc., a Canadian corporation having a place of business at 5955 Airport Road, Suite 228, Mississauga, Ontario, L4V 1R9, Canada (“Aptose”) and CrystalGenomics, Inc., a South Korean corporation having a place of business at 5th F. Bldg. A, Korea Bio Park, 700 Daewangpangyo-ro, Bundang-gu, Seongnam-si, Gyeonggi-do, 463-400 Korea (“CG”). Aptose and CG are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
APTOSE BIOSCIENCES INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 5th, 2020 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances) • New York
As further set forth in this agreement (this “Agreement”), Aptose Biosciences Inc., a company incorporated under the Canada Business Corporations Act (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. and Canaccord Genuity LLC (each an “Agent”, and together, the “Agents”), as sales agents, the Company’s common shares, no par value per share (the “Common Shares”) (such Common Shares to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agents shall have no obligation in connection with such compliance.
AGENCY AGREEMENTAgency Agreement • November 29th, 2011 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • December 1st, 2010 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
WHEREAS Lorus proposes to effect an offering of Rights to the holders of record of its Shares pursuant to a short form prospectus, such Rights being exercisable for one Unit;
AMENDMENT NO. 1 TO ARRANGEMENT AGREEMENTArrangement Agreement • November 19th, 2007 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
This AMENDMENT NO. 1 TO ARRANGEMENT AGREEMENT is made as of May 14, 2007 (“Amending Agreement”) by and between Lorus Therapeutics Inc. (“Old Lorus”), NuChem Pharmaceuticals Inc. (“NuChem”), GeneSense Technologies Inc. (“GeneSense”), 6650309 Canada Inc. (“New Lorus”), Pinnacle International Lands, Inc. (“Pinnacle”), and 6707157 Canada Inc. (“Investor”).
COMMON SHARES PURCHASE AGREEMENTCommon Shares Purchase Agreement • October 30th, 2017 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances) • Illinois
COMMON SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of October 27, 2017, by and between APTOSE BIOSCIENCES INC., a corporation organized under the laws of Canada (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
EXPLANATORY NOTE: [*] INDICATES THE PORTIONS OF THIS EXHIBIT THAT HAVE BEEN OMITTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED.License Agreement • April 22nd, 2019 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances) • New York
This LICENSE AGREEMENT (this “Agreement”) is made as of March 6, 2018 (the “Effective Date”), by and between Aptose Biosciences Inc., a Canadian corporation (“Aptose”), having a place of business at 12770 High Bluff Drive, Suite 120, San Diego, California 92130, U.S., and Ohm Oncology Inc., a Delaware corporation (“Ohm”), having its principal place of business at 4010 Moorpark Ave, Suite 226, San Jose, California 95117, U.S. Laxai Avanti Life Science Pvt. Ltd. (“LALS”), an Affiliate of Ohm, having its principal place of business at 2405 Robert Browning Street, Austin, TX, 78723, U.S., is a party to this Agreement solely for purposes of Sections 10.6 and 12.8. Ohm and Aptose are referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
FIRST SUPPLEMENTAL INDENTUREWarrant Indenture • December 1st, 2010 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (hereinafter referred to as the “Warrant Agent”)
AMENDED AND RESTATED INVESTOR’S RIGHTS AGREEMENTInvestor's Rights Agreement • January 30th, 2024 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances) • New York
This INVESTOR’S RIGHTS AGREEMENT (this “Agreement”), is made as of September 6, 2023 and amended and restated January 25, 2024, by and between Aptose Biosciences Inc., a Canadian corporation (the “Corporation”), and Hanmi Pharmaceutical Co., Ltd., a corporation incorporated under the laws of the Republic of Korea (the “Investor”).
SHARE PURCHASE AGREEMENT BETWEEN 4325231 CANADA INC. AND LORUS THERAPEUTICS INC. MADE AS OF July 10, 2007 McCarthy Tétrault LLPShare Purchase Agreement • September 4th, 2007 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
EXECUTIVE EMPLOYMENT AGREEMENT EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 16th, 2014 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • California
NOW THEREFORE in consideration of the covenants in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, the parties agree as follows:
AMENDING AGREEMENTStandby Purchase Agreement • December 1st, 2010 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances)
WHEREAS Lorus and the Standby Purchaser (the “Parties”) have entered into a standby purchase agreement dated September 16, 2010 (the “Agreement”);
SUBSCRIPTION AGREEMENTSubscription Agreement • December 2nd, 2010 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
The undersigned (hereinafter referred to as the “Subscriber”) hereby subscribes for and agrees to purchase the number of common shares of the Corporation (the “Shares”). The aggregate subscription price (the “Aggregate Subscription Price”) of the Shares is set forth below, representing a subscription price of $1.05 per Share. The Shares are available upon and subject to the terms and conditions set forth in “Terms and Conditions of Subscription for Shares of Lorus Therapeutics Inc.” attached hereto as Schedule “A” (and together with this subscription, and Schedule “A”, the “Subscription Agreement”). All monetary amounts are expressed in Canadian dollars, unless otherwise indicated.
SUPPLY AND SERVICES AGREEMENTSupply and Services Agreement • September 27th, 2012 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
WHEREAS pursuant to the terms of an asset purchase agreement made as of the date hereof and certain related transactions, EMBI acquired sole and absolute ownership in certain intellectual property relating to the extraction of a product from bovine bile and known by the trade name “Virulizin”;
SETTLEMENT AGREEMENTSettlement Agreement • September 27th, 2012 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
WHEREAS on October 6, 2004, Lorus Therapeutics Inc. (formerly 4325231 Canada Inc.) (“Old Lorus”), GeneSense Technologies Inc. (“GeneSense”) and TEMIC entered into a subscription agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Subscription Agreement”) providing for the issuance of three (3) five million dollar ($5,000,000) principal amount convertible debentures (each a “Debenture” and collectively, the “Debentures”) on each of October 6, 2004, January 14, 2005 and April 15, 2005, each maturing on October 6, 2009;
ContractSubscription Agreement • January 30th, 2024 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances) • New York
Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. The marked information has been redacted because it is both (i) not material and (ii) is the type of information the Corporation treats as private and confidential.
ANIMAL RIGHTS LICENSE AGREEMENTAnimal Rights License Agreement • September 27th, 2012 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
WHEREAS Lorus and The Erin Mills Investment Corporation (“TEMIC”) have entered into a settlement agreement (the “Settlement Agreement”) and an asset sale agreement (the “Asset Sale Agreement”), each dated as of the date hereof which, among other things, provide that TEMIC or its nominee are to be assigned certain intellectual property relating to the extraction of a product from bovine bile marketed in association with the trademark “Virulizin” as evidenced by the patents, trademarks and other intellectual property rights (including without limitation, the Patent Rights, as defined below) described in Schedule “A” hereto”;
LORUS THERAPEUTICS INC. EXECUTIVE EMPLOYMENT AGREEMENT for AVANISH VELLANKIExecutive Employment Agreement • May 16th, 2014 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • California
This Executive Employment Agreement (the “Agreement”), made between Lorus Therapeutics Inc. (the “Company”) and Avanish Vellanki (“Executive”) (together, the “Parties”), is effective as of November 29th, 2013 (the “Effective Date”). From and following the Effective Date, this Agreement shall replace and supersede that certain Consulting Services Agreement between Executive and the Company entered into as of November 4, 2013 (the “Consulting Agreement”); provided that, Executive will retain the right to receive all consulting fees earned as of the Effective Date, pursuant to the terms of the Consulting Agreement.
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • January 11th, 2013 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
This Non-Exclusive License Agreement (“Agreement”) is effective as of 18 April 2012 (“Effective Date”) by and between Genentech, Inc., having its principal place of business at 1 DNA Way, South San Francisco, California 94080 (hereinafter “Genentech”) and Lorus Therapeutics Inc., having its principal place of business at 2 Meridian Road, Toronto, Ontario, Canada M9W 4Z7 (hereinafter “Lorus”).
