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): September 13, 2022
Aptose Biosciences Inc.
(Exact Name of Registrant as Specified in its Charter)
| Canada | 001-32001 | 98-1136802 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) |
(IRS Employer Identification No.) |
| 251 Consumers Road, Suite 1105 | ||
| Toronto, Ontario | ||
| Canada | M2J 4R3 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (647) 479-9828
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communication 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-commencements 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 LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On September 13, 2022, Aptose Biosciences Inc. (“we” or the “Company”) appointed Dr. Bernd R. Seizinger, M.D., Ph.D. to its Board of Directors (the “Board”).
Dr. Seizinger, age 65, has been serving as a member of the board of directors and in some cases chairman of the board of directors for multiple public and private biotech companies in the United States, Canada and Europe, including Oxford BioTherapeutics Ltd., Nykode Therapeutics, BioInvent International AB, Oncolytics Biotech Inc. and CryptoMedix LLC. From 1998 to 2009, he served as President and Chief Executive Officer of GPC Biotech. He also served as Vice President of Oncology Drug Discovery and, in parallel, Vice President of Corporate and Academic Alliances at Bristol Myers Squibb. Prior to his appointments in the biotechnology and pharmaceuticals sectors, Dr. Seizinger held professorships and senior staff appointments at Harvard Medical School, Princeton University and Massachusetts General Hospital.
In connection with this appointment, the Company and Dr. Seizinger entered into an offer letter on September 13, 2022 (the “Offer Letter”), pursuant to which Dr. Seizinger will receive the same compensation as other non-management members of the Board, as outlined in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 20, 2022 and will be granted an award of options to purchase 50,000 common shares, subject to the terms and conditions of the Company’s 2021 Employee Stock Incentive Plan.
The foregoing description of the Offer Letter does not purport to be complete and is qualified in all respects by reference to the full text of the Offer Letter, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the third quarter of 2022.
Dr. Seizinger does not have any transactions in which Dr. Seizinger has an interest requiring disclosure under Item 404(a) of Regulation S-K.
ITEM 8.01 OTHER EVENTS.
On September 13, 2022, Aptose issued a press release relating to the announcements described in Item 5.02. The release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit | ||
| Number | Description of Exhibit | |
| 99.1 | Press Release, dated September 13, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| Dated: September 16, 2022 | APTOSE BIOSCIENCES INC. | |
|
By: |
/s/ Dr. William G. Rice | |
| Dr. William G. Rice | ||
| President, Chief Executive Officer and Chairman of the Board of Directors | ||
EXHIBIT 99.1
Aptose Strengthens Board of Directors with Appointment of Bernd R. Seizinger, M.D., Ph.D.
New director brings big pharma oncology experience and biotech leadership
SAN DIEGO and TORONTO, Sept. 13, 2022 (GLOBE NEWSWIRE) -- Aptose Biosciences Inc. (“Aptose” or the “Company”) (NASDAQ: APTO, TSX: APS), a clinical-stage precision oncology company developing highly differentiated oral kinase inhibitors to treat hematologic malignancies, today announced the appointment of Bernd R. Seizinger, M.D., Ph.D., to the Board of Directors, effective immediately. Aptose’s Board of Directors now includes seven members with extensive experience across diverse disciplines in biotechnology and pharmaceutical development.
Dr. Seizinger is an accomplished executive leader with more than 25 years of industry experience in both U.S. and European biotechnology and pharmaceutical companies and multiple financial advisory positions. He has held numerous senior executive and board positions including with Bristol-Myers Squibb, where he served as VP for oncology drug discovery and VP for corporate and academic alliances. He has served as CEO and President of German biopharmaceutical company GPC Biotech and CSO of Genome Therapeutics and is a Co-founder and currently serves as Executive Chairman/Interim CEO of CryptoMedix. He is Chairman of the Board of Directors for Oxford Biotherapeutics (U.K.) and serves in board positions for Aprea (Sweden), Oncolytics (Canada), Vaccibody (Norway), and BioInvent (Sweden). Prior to his corporate appointments, Dr Seizinger held senior faculty positions at Harvard Medical School and Massachusetts General Hospital and was a Visiting Professor at Princeton University during his tenure at Bristol-Myers Squibb. Dr. Seizinger received his Ph.D. from Max-Planck-Institute of Psychiatry/Neurobiology and his M.D. from Ludwig-Maximilians-Universität München.
“We are pleased to have someone of Dr. Seizinger’s stature and experience join our Board,” said William G. Rice, Ph.D., Chairman, President and Chief Executive Officer of Aptose. “We very much look forward to working with him and having him lend his insight and vast global biopharmaceutical experience to Aptose as a member of our Board of Directors.”
“I am excited to join the Aptose Board at such a pivotal time in the company’s evolution,” said Dr. Seizinger. “I look forward to working with the team to help advance the development of their clinically validated oral hematology drugs toward approval.”
About Aptose
Aptose Biosciences is a clinical-stage biotechnology company committed to developing precision medicines 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 oral kinase inhibitors under development for hematologic malignancies: HM43239, an oral, myeloid kinase inhibitor in an international Phase 1/2 trial in patients with relapsed or refractory acute myeloid leukemia (AML); and luxeptinib, an oral, dual lymphoid and myeloid kinase inhibitor in a Phase 1 a/b trial in patients with relapsed or refractory B cell malignancies who have failed or are intolerant to standard therapies, and in a separate Phase 1 a/b trial in patients with relapsed or refractory AML or high risk myelodysplastic syndrome (MDS). For more information, please visit www.aptose.com.
Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of Canadian and U.S. securities laws, including, but not limited to, statements relating to the Company’s growth, plans, objectives, expectations and intentions and other statements including words such as “continue”, “expect”, “intend”, “will”, “hope” “should”, “would”, “may”, “potential” and other similar expressions. Such statements reflect our current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements described in this press release.
Should one or more of these risks or uncertainties materialize, or should the assumptions set out in the section entitled "Risk Factors" in our filings with Canadian securities regulators and the United States Securities and Exchange Commission underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made as of the date of this press release and we do not intend, and do not assume any obligation, to update these forward-looking statements, except as required by law. We cannot assure you that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Investors are cautioned that forward-looking statements are not guarantees of future performance and accordingly investors are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty therein.
| For further information, please contact: | |
| Aptose Biosciences Inc. | LifeSci Advisors, LLC |
| Susan Pietropaolo | Dan Ferry, Managing Director |
| Corporate Communications & Investor Relations | 617-535-7746 |
| 201-923-2049 | Daniel@LifeSciAdvisors.com |
| spietropaolo@aptose.com |