Aptose Biosciences Inc 2025年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 FOR THE TRANSITION PERIOD FROMTOCommission File Number 001-32001 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Emerging growth company☐ Accelerated filer☐ Smaller reporting 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 newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared orissued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting stock and nonvoting common equity held by non-affiliates computed by reference to the price at which thecommon equity was last sold, or the average bid and asked prices of such common equity, as of June 28, 2024 was $22,075,799. As of March 31, 2026, the registrant had 2,552,429 Common Shares outstanding. DOCUMENTS INCORPORATED BY REFERENCE TABLE OF CONTENTS PART I.2ITEM 1. BUSINESS2ITEM 1A. RISK FACTORS24ITEM 1B. UNRESOLVED STAFF COMMENTS45ITEM 1C. CYBERSECURITY46ITEM 2. PROPERTIES47ITEM 3. LEGAL PROCEEDINGS47ITEM 4. MINE SAFETY DISCLOSURES47PART II.48ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY,RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES48ITEM 6. RESERVED48ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSISOF FINANCIAL CONDITION AND RESULTS OFOPERATIONS49ITEM 7A. QUALITATIVE AND QUANTITATIVEDISCLOSURES ABOUT MARKET RISK71ITEM 8. FINANCIAL STATEMENTS ANDSUPPLEMENTARY DATA71ITEM 9. CHANGES IN AND DISAGREEMENTS WITHACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE71ITEM 9A. CONTROLS AND PROCEDURES71ITEM 9B. OTHER INFORMATION72ITEM 9C. DISCLOSURE REGARDING FOREIGNJURISDICTIONS THAT PREVENT INSPECTIONS72PART III.ITEM 10. DIRECTORS, EXECUTIVE OFFICERS ANDCORPORATE GOVERNANCE73ITEM 11. EXECUTIVE COMPENSATION79ITEM 12. SECURITY OWNERSHIP OF CERTAINBENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS88ITEM 13. CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS, AN DIRECTOR INDEPENDENCE97ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES98PART IV.99ITEM 15. EXHIBITS, FINANCIAL STATEMENTSCHEDULES99ITEM 16. FORM 10-K SUMMARY101 This Annual Report on Form 10-K contains certain forward-lookingstatements within the meaning of Section 27A of the Securities Act of 1933, asamended, and Section 21E of the Securities Exchange Act of 1934, as amended(the “Exchange Act”), and is subject to the safe harbor created by thosesections. For more information, see “Part I. Item 1. Business — Cautiona