Quarterly report pursuant to Section 13 or 15(d)

Note 10 - Related party transactions

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Note 10 - Related party transactions
9 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]  
Related party transactions
10.
Related party transactions:

Hanmi Pharmaceutical Co. Ltd.

On November 4, 2021, Aptose entered a licensing agreement with the South Korean company Hanmi for the clinical and commercial development of tuspetinib (formerly HM43239). Under the terms of the agreement, Hanmi granted Aptose exclusive worldwide rights to tuspetinib for all indications. Hanmi received an upfront payment of $12.5 million, including $5 million in cash and $7.5 million in Common Shares. Aptose issued Hanmi 215,703 Common Shares in this upfront licensing payment. Hanmi will also receive up to $407.5 million in future milestone payments contingent upon achieving certain clinical, regulatory and sales milestones across several potential indications, as well as tiered royalties on net sales. The Hanmi milestone payments based on progression of research as outlined in Note 13 to the Annual report on Form 10-K for the year ended December 31, 2022. The term of the agreement will continue on a product-by-product and country-by-country basis until the expiration of the royalty period for such product in such country. The licenses to Aptose will survive and become non-exclusive, perpetual, irrevocable and fully paid-up on a product-by-product and country-by-country basis, upon their natural expiration under the terms of the agreement.

In 2022, the Company and Hanmi also entered into a separate supply agreement for additional production of new drug substance ("API") and drug product to support further tuspetinib clinical development, for which the Company pays Hanmi per batch of production. Expenses related to this supply agreement have been recognized by the Company, amounting to $3.1 million and $1.8 million for the nine months ended September 30, 2023 and 2022, respectively. Since inception to September 30, 2023, $6.7 million have been recognized for the period under the supply agreement.

The Company paid supply costs to Hanmi of $4.5 million and nil in the nine months ended September 30, 2023 and 2022, respectively. Since inception to September 30, 2023, payments of $4.5 million have been made under the supply agreement. At September 30, 2023, there was $2.2 million in accrued liabilities related to the supply agreement. (At December 31, 2022, there was $3 million in accounts payable and $572 thousand in accrued liabilities).

On August 10, 2023, the Company entered into a binding term sheet with Hanmi whereby Hanmi agreed at their sole discretion to invest, up to a maximum of $7 million in Aptose up to a total ownership of 19.99 percent of Aptose by Hanmi. On September 6, 2023, the Company entered into a subscription agreement with Hanmi, pursuant to which the Corporation agreed to sell 668,449 Common Shares to Hanmi for proceeds of $3 million. The issuance of shares, in exchange for proceeds of $3 million, is recorded in Common Shares on the balance sheet as of September 30, 2023. The second investment of up to $4 million or a maximum of 19.99

percent ownership interest in the Company by Hanmi is contingent on Aptose meeting certain manufacturing and data milestones related to tuspetinib by June 30, 2024.

Hanmi held 884,152 Common Shares of Aptose as of September 30, 2023.