SEC Form SC 13G filed by Aptose Biosciences Inc.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934

Aptose Bioscience Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

03835T200

(CUSIP Number)

May 4, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨     Rule 13d-1(b)

x    Rule 13d-1(c)

¨     Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 03835T200

CUSIP No. 03835T200

CUSIP No. 03835T200

CUSIP No. 03835T200

CUSIP No. 03835T200

CUSIP No. 03835T200

CUSIP No. 03835T200

CUSIP No. 03835T200

CUSIP No. 03835T200

CUSIP No. 03835T200

CUSIP No. 03835T200

Aptose Bioscience Inc.

251 Consumers Road, Suite 1105
Toronto, Ontario M2J 4R3
Canada

Bios Special Opportunity Fund II, LP, Bios Special Opportunity Fund, LP, Bios Equity Partners SOF I, LP, Precise Bios Special Opportunities LLC, Joseph O'Donnell, Kleinheinz Family Foundation for the Arts and Education, Robert Vernon Vanman, Vanman Charitable Foundation, Bios Advisors GP, LLC, and Aaron G.L. Fletcher.

1751 River Run, Suite 400
Fort Worth, TX 76107

Texas, USA

Common Shares

03835T200

If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________________________________________________

The information contained in Items 5-9 and 11 of the cover pages of this Schedule 13G is hereby incorporated by reference into this Item 4.

Bios Special Opportunity Fund II, LP (“SOF II”) is the direct owner of 925,042 Shares, constituting approximately 0.11% of the Issuer’s Shares, and has the sole power to vote and dispose of such securities.

Bios Special Opportunity Fund, LP (“SOF”) is the direct owner of 3,311,458 Shares, constituting approximately 3.6% of the Issuer’s Shares, and has the sole power to vote and dispose of such securities.

Bios Equity Partners SOF I, LP (“BEP SOF I”), in its capacity as the general partner of SOF II and SOF, has the ability to direct the management of the business of SOF II and SOF, including the power to vote and dispose of securities held by SOF II and SOF. Therefore, BEP SOF I may be deemed to have indirect beneficial ownership of the Shares held by SOF II and SOF.

Precise Bios Special Opportunities LLC is the direct owner of 250,000 Shares, constituting approximately 0.3% of the Issuer’s Shares. Bios Capital Management, LP (“Bios Capital Management”), in its capacity as investment adviser to Precise Bios Special Opportunities LLC, has the sole power to vote and dispose of such securities.

Joseph O’Donnell is the direct owner of 100,000 Shares, constituting approximately 0.11% of the Issuer’s Shares. Bios Capital Management, in its capacity as investment adviser to Mr. O’Donnell has the sole power to vote and dispose of such securities.

Kleinheinz Family Foundation for the Arts and Education is the direct owner of 124,100 Shares, constituting approximately 124,100 of the Issuer’s Shares. Bios Capital Management, in its capacity as investment adviser to the Kleinheinz Family Foundation has the sole power to vote and dispose of such securities.

Robert Vernon Vanman is the direct owner of 200,000 Shares, constituting approximately 0.2% of the Issuer’s Shares. Bios Capital

Management, in its capacity as investment adviser to Robert Vernon Vanman has the sole power to vote and dispose of such securities.

Vanman Charitable Foundation is the direct owner of 200,000 Shares, constituting approximately 0.2% of the Issuer’s Shares. Bios Capital Management, in its capacity as investment adviser to the Vanman Charitable Foundation has the sole power to vote and dispose of such securities.

Bios Capital Management, LP (“Bios Capital Management”) in its capacity as the general partner of BEP SOF I has the ability to direct the management of the business of BEP SOF I, including the power to vote and dispose of securities indirectly beneficially owned by BEP SOF I. Additionally, Bios Capital Management act as the investment adviser to each of Precise Bios Special Opportunities LLC, Joseph O’Donnell, Kleinheinz Family Foundation for the Arts and Education, Robert Vernon Vanman, and Vanman Charitable Foundation, and has the ability to vote or dispose of the Shares reported by those persons or entities. Therefore, Bios Capital Management may be deemed to have indirect beneficial ownership of the Shares held by BEP SOF I, Precise Bios Special Opportunities LLC, Joseph O’Donnell, Kleinheinz Family Foundation for the Arts and Education, Robert Vernon Vanman, and Vanman Charitable Foundation.

Bios Advisors GP, LLC (“Bios Advisors”), in its capacity as the general partner of Bios Capital Management, has the ability to direct the management of the business of Bios Capital Management, including the power to vote and dispose of securities indirectly beneficially owned by Bios Capital Management. Therefore, Bios Advisors may be deemed to have indirect beneficial ownership of the Shares indirectly beneficially owned by Bios Capital Management, LP.

Aaron G.L. Fletcher is the direct owner of 1,136,188 Shares. Aaron G.L. Fletcher, in his capacity as Manager of Bios Advisors, has the ability to direct the management of the business of Bios Advisors, including the power to vote and dispose of securities indirectly beneficially owned by Bios Advisors. Therefore, Aaron G.L. Fletcher may be deemed to have indirect beneficial ownership of the Shares indirectly beneficially owned by Bios Advisors GP, LLC.

Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Schedule 13G shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13G except to the extent of such person’s pecuniary interest in the Units, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.

All calculations of percentage ownership herein are based on 92,294,734 Shares outstanding as of September 30, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2022.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: January 17, 2023

INDEX TO EXHIBITS