UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
Form 8-K
_____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): June 1, 2021
Aptose Biosciences Inc.
(Exact Name of Registrant as Specified in Charter)
| Canada | 001-32001 | 98-1136802 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 251 Consumers Road, Suite 1105, Toronto, Ontario, Canada M2J 4R3 |
| (Address of Principal Executive Offices) (Zip Code) |
647-479-9828
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
||
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Shares, no par value | APTO | The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 1, 2021, Aptose Biosciences Inc., or the “Corporation”, held its Annual General Meeting of Shareholders. At the meeting, shareholders voted in favor of all items of business, as indicated below:
Proposal No. 1—Election of Directors
The Corporation’s shareholders voted to elect the following persons to the board of directors of the Corporation, each to serve until the 2021 Annual General Meeting:
The Corporation’s shareholders voted to approve the appointment of KPMG LLP as the independent registered public accounting firm of the Corporation until the next annual shareholders’ meeting or until a successor is named.
Proposal No. 3—Resolution on adoption of the 2021 Employee Stock Incentive Plan
The Corporation’s shareholders passed an ordinary resolution authorizing the adoption of the Corporation’s 2021 employee stock incentive plan.
Proposal No. 4—Resolution on adoption of the 2021 Employee Stock Purchase Plan
The Corporation’s shareholders passed an ordinary resolution authorizing the adoption of the Corporation’s 2021 employee stock purchase plan.
Proposal No. 5—Resolution on Compensation of Corporations Named Executive Officers
The Corporation’s shareholders passed an advisory (non-binding) resolution to approve the compensation of the Corporation’s named executive officers.
Proposal No. 6—Frequency of future “Say on Pay”
The Corporation’s shareholders passed an advisory (non-binding) resolution to set the frequency of future ‘say on pay” votes to annual.
Nominee
Votes For
% Votes For
Votes
Withheld
%Votes Withheld
Broker Non-Votes
Ms. Carol G. Ashe
41,927,965
99.25
317,922
0.75
22,534,570
Dr. Denis Burger
40,351,406
95.52
1,894,481
4.48
22,534,570
Ms. Caroline M. Loewy
31,606,672
74.82
10,639,215
25.18
22,534,570
Dr. Erich Platzer
40,337,583
95.48
1,908,304
4.52
22,534,570
Dr. William G. Rice
41,767,537
98.87
478,350
1.13
22,534,570
Dr. Mark D. Vincent
40,365,017
95.55
1,880,870
4.45
22,534,570
Mr. Warren Whitehead
40,468,725
95.79
1,777,162
4.21
22,534,570
Proposal No. 2—Appointment of Independent Registered Public Accounting Firm
Votes For
% Votes For
Vote Against
% Votes Against
Abstain
Broker Non-
Votes
64,481,051
99.54
176,792
0.27
122,614
0
Votes For
% Votes For
Vote Against
% Votes Against
Abstain
Broker Non-
Votes
41,252,327
97.65
888,322
2.10
105,238
22,534,570
Votes For
% Votes For
Vote Against
% Votes Against
Abstain
Broker Non-
Votes
41,529,619
98.30
664,897
1.57
51,371
22,534,570
Votes For
% Votes For
Vote Against
% Votes Against
Abstain
Broker Non-
Votes
31,503,494
74.57
10,630,327
25.16
112,066
22,534,570
Frequency of Say-on-Pay
Votes For
% Votes For
Broker Non-Votes
1 Year
41,374,099
98.13
22,605,013
2 Years
522,865
1.24
22,605,013
3 Years
267,507
0.63
22,605,013
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Aptose Biosciences Inc. | ||
| Date: June 1, 2021 | By: | /s/ Jotin Marango |
| Jotin Marango, Ph.D., M.D. | ||
| Senior Vice President & Chief Financial Officer | ||
EXHIBIT 99.1
Aptose Biosciences Announces Results of Annual Meeting of Shareholders
SAN DIEGO and TORONTO, June 01, 2021 (GLOBE NEWSWIRE) -- Aptose Biosciences Inc. (“Aptose” or the “Company”) (NASDAQ: APTO, TSX: APS), a clinical-stage company developing highly differentiated therapeutics that target the underlying mechanisms of cancer, today announced the voting results from the Company’s annual and special meeting of shareholders held today, June 1, 2021 (the “Meeting”). A total of 72.83% of the issued and outstanding common shares of the Company were represented by shareholders present or represented by proxy at the Meeting.
The Company is pleased to announce that all of the nominees listed in the proxy statement dated April 20, 2021 were elected as Directors. The results of the vote are detailed below:
| Nominee | Votes For |
% Votes
For |
Votes
Withheld |
% Votes
Withheld |
| Ms. Carol G. Ashe | 41,927,965 | 99.25 | 317,922 | 0.75 |
| Dr. Denis Burger | 40,351,406 | 95.52 | 1,894,481 | 4.48 |
| Ms. Caroline M. Loewy | 31,606,672 | 74.82 | 10,639,215 | 25.18 |
| Dr. Erich Platzer | 40,337,583 | 95.48 | 1,908,304 | 4.52 |
| Dr. William G. Rice | 41,767,537 | 98.87 | 478,350 | 1.13 |
| Dr. Mark D. Vincent | 40,365,017 | 95.55 | 1,880,870 | 4.45 |
| Mr. Warren Whitehead | 40,468,725 | 95.79 | 1,777,162 | 4.21 |
Aptose shareholders also voted in favor of the following matters:
Please refer to the Company’s management proxy circular available on SEDAR at www.sedar.com or EDGAR https://www.sec.gov/edgar.shtml for more details on the matters covered at the Meeting. Final voting results on all matters voted on at the Meeting will also be filed on SEDAR and EDGAR.
About Aptose
Aptose Biosciences is a clinical-stage biotechnology company committed to developing personalized therapies addressing unmet medical needs in oncology, with an initial focus on hematology. The Company's small molecule cancer therapeutics pipeline includes products designed to provide single agent efficacy and to enhance the efficacy of other anti-cancer therapies and regimens without overlapping toxicities. The Company has two clinical-stage investigational products for hematologic malignancies. The first investigational product, luxeptinib, an oral, first-in-class mutation-agnostic FLT3/BTK kinase inhibitor, is in a Phase 1a/b trial in patients with relapsed or refractory B cell malignancies, including chronic lymphocytic leukemia (CLL), small lymphocytic lymphoma (SLL) and non-Hodgkin lymphoma (NHL), who have failed or are intolerant to standard therapies, and in a separate Phase 1a/b trial in patients with relapsed or refractory acute myeloid leukemia (AML). The second investigational product, APTO-253, the only known clinical stage agent that directly targets the MYC oncogene and suppresses its expression, is in a Phase 1a/b clinical trial for the treatment of patients with relapsed or refractory AML or high-risk myelodysplastic syndrome (MDS).
For further information, please contact:
| Aptose Biosciences Inc. | LifeSci Advisors, LLC |
| Susan Pietropaolo | Dan Ferry, Managing Director |
| Investor Relations | 617-535-7746 |
| 201-923-2049 | Daniel@LifeSciAdvisors.com |
| spietropaolo@aptose.com |