UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 18, 2024

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Aptose Biosciences Inc.

(Exact name of registrant as specified in its charter)

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66 Wellington Street West, Suite 5300

TD Bank Tower, Box 48

Toronto, Ontario M5K 1E6

Canada

(Address of Principal Executive Offices) (Zip Code)

(647) 479-9828

(Registrant's telephone number, including area code)

 251 Consumers Road, Suite 1105

Toronto, Ontario M2J 4R3

Canada

(Former name or former address, if changed since last report)

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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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.07. Submission of Matters to a Vote of Security Holders.

On June 18, 2024, Aptose Biosciences Inc., or the “Corporation,” held its Annual and Special 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 2025 Annual General Meeting:

Proposal No. 2-Appointment of Independent Registered Public Accounting Firm

The Corporation’s shareholders voted to approve the re-appointment of KPMG LLP as the independent registered public accounting firm of the Corporation for the fiscal year ended December 31, 2024.

Proposal No. 3-Advisory (non-binding) Compensation of Named Executive Officers

The Corporation’s shareholders voted to approve a non-binding resolution to approve the compensation paid to the Corporation’s named executive officers.

Proposal No. 4-Approval of Nasdaq 20% Issuance

The Corporation’s shareholders voted to approve the potential issuance of common shares of the Corporation to the holders of certain warrants in excess of 19.99% of its outstanding Shares pursuant to the Nasdaq Listing Rules.

Proposal No. 5-Meeting Adjournments

The Corporation’s shareholders voted to approve a resolution permitting one or more adjournments of the meeting, if necessary or appropriate, if a quorum is present, to permit further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve Proposal No. 4.

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.