Aptose Biosciences Inc. (APS) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to the Aptose Biosciences' Special Meeting of Shareholders. My name is Dr. William Rice, and I'm the Chair of the Board of Directors, President and Chief Executive Officer of Aptose. I'm presiding over this virtual meeting. And joining me today are other members of the Aptose Board of Directors and other officers of the corporation, including Mr. Fletcher Payne, our Senior Vice President, Chief Financial Officer and Chief Business Officer and Dr. Rafael Bejar, our Senior Vice President and Chief Medical Officer; as well as Mr. Charles-Antoine Soulière of McCarthy Tétrault serving as our Corporate Secretary. Because we are holding this meeting through an online format only, instructions on how to ask questions and the voting procedure will appear on your screens. As unexpected glitches may occur, our service providers for this platform at Lumi can assist as needed. The meeting will now come to order. Now I declare today's meeting to be properly constituted for the transaction of the business for which it has been called. I will ask Mr. Charles-Antoine Soulière to act as Secretary of the meeting and Mr. [ Timothy Lee ] of Computershare to act as scrutineer. The Secretary has confirmed that the notice calling the meeting, including the proxy statement and other documents was mailed on January 6, 2025 to shareholders of record as of December 24, 2024 and has placed with me before this meeting, confirmations of mailing of these documents. I direct that the confirmations of proof of mailing be kept by the secretary with the records of the meeting. The scrutineer has advised that there are 60 shareholders holding 21,448,160 common shares represented in person or by proxy through the online webcast platform at this meeting. This represents 35.64% of the 60,181,183 issued and outstanding common shares as of the record date for this meeting and confirms that a quorum is present. I direct that a copy the final report on attendance be filed with the records of the meeting. I'll remind you that registered shareholders and proxy holders attending the meeting may address the meeting when there is a call to discuss a motion. Should you like to address the chair on any motion, please type in your question or comment in the Message section. If there is any discussion or questions directly related to the motions before the meeting, the secretary will read the question aloud. After we conclude the formal portion of the meeting, we will be pleased to answer your questions or respond to your comments regarding the business matters addressed during the formal part of the meeting. We will conduct the votes on the matters before us by a poll. On a poll, every registered shareholder and duly appointed proxy holder entitled to vote on the matter has 1 vote in respect of each share entitled to be voted on the matter. If you already have voted in advance of the meeting, we thank you. If you do not wish to change your vote, then you need to take no further action. For those of you who have not yet voted, you may only vote during this meeting. Voting during the meeting can only be done through our virtual voting platform on the webcast. We will be concluding on the motions at the end of the meeting once we have been through all agenda items. Voting polls on the agenda items for today's meeting will be closed at the end of the formal proceedings of the shareholder meeting. The poll will now open for voting on all resolutions. Lumi, please open the voting. The first matter is considering, and if deemed appropriate, adopting a resolution, the text of which is set out in the proxy statement, approving the adoption of an amendment to the corporation's articles to effect a reverse stock split or a consolidation of the corporation's issued and outstanding common shares on the basis of not less than 1 post-consolidation share for every 10 pre-consolidation shares and not more than 1 post-consolidation share for every 30 pre-consolidation shares. Such amendment to become effective at a ratio and a date to be determined by the Board of Directors, if and when the Board considers it to be in the best interest of the corporation to implement such share consolidation as more particularly described in the proxy statement. As described in the proxy statement, on July 16, 2024, the corporation was notified by NASDAQ that the closing price of the shares did not meet the minimum bid price required to comply with NASDAQ listing standards. Pursuant to NASDAQ rules, the corporation had until January 30, 2025, to regain compliance with the minimum bid price requirement. On November 21, 2024, the corporation presented to the NASDAQ Hearings Panel to request an extension to evidence compliance with the minimum bid price requirement. On December 17, 2024, NASDAQ granted the corporation an extension to the evidence compliance with a minimum bid price requirement on March 31, 2025. Such compliance may be achieved through the reverse stock split or at any time prior to March 31, 2025, the closing bid price of the common shares of the corporation is at least USD 1 for a minimum of 10 consecutive business days. If the corporation does not regain compliance prior to March 31, 2025, the common shares of the corporation will be delisted from NASDAQ, but the corporation will have the option to request a hearing to appeal the delisting determination. There can be no assurance that such an appeal, if made, will be granted by NASDAQ. The Board is of the opinion that it may be in the best interest of the corporation and the shareholders to proceed with the reverse stock split in order to both maintain the NASDAQ listing and enhance the marketability of the shares, given that an increase in the price per share could increase the interest of institutional investors and other investors with policies that prohibit them from purchasing stock below a minimum price. To be effective, corporate law requires that the reverse stock split resolution be approved by a special resolution of the shareholders being a majority of not less than 2/3 of the votes cast by shareholders present in person or by proxy at the meeting. For a more detailed description of the reverse stock split resolution, please refer to the proxy statement. The next item of business is the approval to adjourn the meeting, if necessary, to solicit additional proxies. Shareholders are being asked to authorize the corporation to adjourn the meeting to another time and place if necessary or advisable, to solicit additional proxies in the event there are not sufficient votes to approve proposal #1. For a more detailed description of the proposed adjournment, please refer to the proxy statement. Now that all formal matters of business have been presented, would Mr. Payne please read the motions for the formal matters of the meeting.

Mr. Chair, I first move to approve the passing of the resolution approving the reverse stock split. And second, I move to approve the passing of the resolution approving one or more adjournment of the meeting if necessary or appropriate to permit further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve Proposal #1.

Thank you, Mr. Payne. I second all of Mr. Payne's motions. Mr. Secretary, are there any questions or discussions on these motions?

There is no discussion at this time.

Thank you, Mr. Secretary. Before announcing the voting results, Mr. Secretary, is there any other business that any shareholder or proxy holder present wishes to bring to the attention of the meeting?

There is no proposal for other business.

Thank you, Mr. Secretary. To all registered shareholders and proxy holders attending this meeting, if you have not already voted, please complete the electronic ballot on Lumi at this time. We will give you one more minute. [Voting]

And we are back. I'll now declare the polls closed, and we will proceed to present the voting results. The scrutineers have provided their preliminary report of the results of voting at today's voting. On the matter of passing a resolution approving the reverse stock split, I'm advised by the scrutineer that greater than 2/3 of the votes cast have been voted in favor. Therefore, I declare that this motion is carried. On the matter of passing a resolution, approving an adjournment to the meeting, if there are not sufficient votes at the time of the meeting to approve proposal #1. I'm advised by the scrutineer that greater than a majority of the votes cast have been voted in favor. Therefore, I declare that this motion also is carried. I declare each of the resolutions considered at today's meeting as carried. The exact number of votes cast in respect to each matter will be filed on SEDAR+ and EDGAR. As there is no further business to be brought before this meeting, the formal part of the meeting is concluded. We would be pleased to answer questions from shareholders who wish to address the meeting. For each question we answer, Mr. Payne will read out the question as well as the name of the person who asked the question. Please limit your questions to the topics relating to subject matter of today's meeting. We would like to remind you that questions which were already answered or that are redundant or repetitive will not be answered. Are there any questions?

There are no more questions at this time.

Thank you, Mr. Secretary. As there are no questions, this concludes the special meeting of shareholders. Thank you for joining us today.