Investor Rights Agreement
In connection with the Hanmi Investment, Aptose and Hanmi entered into an Amended and Restated Investor’s Rights Agreement (the “Investor Rights Agreement”), which amends and restates the Investor’s Rights Agreement entered by the parties on September 6, 2023. The Investor Rights Agreement provides, among other things, that so long as Hanmi owns at least 10% of Aptose’s issued and outstanding common shares, Hanmi will have the right to designate for employment one or more individuals that are legally able to work in the United States or Canada (each, an “Hanmi Nominee”) to a position or positions within Aptose in applicable areas based on each Hanmi Nominee’s skills, education and experience. The parties agreed that the Hanmi Nominee shall be subject to Aptose’s usual employment rules, practices, policies, evaluation procedures, as amended from time to time and Aptose shall retain the right, in its sole discretion, to terminate such Hanmi Nominee’s appointment with Aptose for violations of Aptose’s employment rules, practices, policies and procedures. The parties also agreed that the Hanmi Nominee shall be entitled to salary, bonus, vacation, incentive payments and bonuses, expenses, allowances and any applicable benefits in amounts and to the extent consistent with employees of Aptose serving or having recently served in a similar capacity with Aptose with such amounts to be reimbursed to Aptose by Hanmi. In the event that a visa or other permit is required to be obtained to permit the Hanmi Nominee to work in the United States or Canada the parties agreed that Aptose would use its commercially reasonable efforts to assist the Hanmi Nominee with obtaining such visa or permit. The parties agreed that upon the nomination of the Hanmi Nominee that the parties would enter into a separate service agreement to outline the specific terms and conditions of the Hanmi Nominee’s appointment.
The Investor Rights Agreement also provides for customary demand and piggyback registration rights to Hanmi. Hanmi is entitled to two (2) demand registrations where Hanmi can require Aptose to register on a registration statement the common shares it receives as part of the Hanmi Investment. Hanmi was also granted piggyback registration rights where if Aptose proposes to file a registration statement, Hanmi, at its own cost and expense can have its common shares included on that registration statement on the same term and conditions as any similar securities of Aptose.
The foregoing descriptions of the Underwriting Agreement, Warrants and Underwriter Warrants is qualified in its entirety by reference to the full text of the Underwriting Agreement, Warrants and Underwriter Warrants which are filed as Exhibits 1.1, 4.3 and 4.4 to this Current Report on Form 8-K and which are each incorporated by reference into the Registration Statement.
The foregoing descriptions of the Hanmi Warrants, the Placement Agent Warrants, the Subscription Agreement, the Investor Rights Agreement and the Funding Satisfaction Agreement are qualified in their entirety by reference to the full text of the Hanmi Warrants, the Placement Agent Warrants, the Subscription Agreement, the Investor Rights Agreement and the Funding Satisfaction Agreement, which are filed as Exhibits 4.1, 4.2, 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are each incorporated herein by reference.
| Item 1.02 | Termination of a Material Definitive Agreement. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The issuance of the securities to Hanmi in the Hanmi Investment (including, without limitation, the issuance of common shares to Hanmi upon the exercise of warrants being issued to Hanmi in the Hanmi Investment) and the issuance of the Placement Agent Warrants (including, without limitation, the issuance of common shares to Newbridge Securities Corporation upon the exercise thereof) are each intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of the exemption provided by Section 4(a)(2) promulgated under the Securities Act.
