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Aptose Biosciences Inc. (APTO) SEC Filing 8-K Material Event for the period ending Tuesday, May 5, 2020

SEC Filings

Aptose Biosciences Inc.

CIK: 882361 Ticker: APTO

Exhibit 5.1

McCarthy Tétrault LLP

Suite 5300, TD Bank Tower

Box 48, 66 Wellington Street West

Toronto (Ontario) M5K 1E6

Canada

Tel: 416-362-1812

Fax: 416-868-0673

 

LOGO

May 5, 2020

Aptose Biosciences Inc.

251 Consumers Road, Suite 1105

Toronto, Ontario M2J 4R3

Dear Sir/Mesdames:

We have acted as Canadian counsel to Aptose Biosciences Inc. (the “Company”) in connection with the offering and sale of common shares of the Company (the “Common Shares”), with an aggregate offering price of up to US$75,000,000 (the “Placement Shares”) that will be sold through Piper Sandler & Co. (“Piper Sandler”) and Canaccord Genuity LLC (“Canaccord”) from time to time pursuant to an equity distribution agreement among the Company, Piper Sandler and Canaccord dated as of May 5, 2020 (the “Equity Distribution Agreement”), and as described in the Company’s Registration Statement on Form S-3 (File No. 333-235730) (as amended and supplemented through and including the date hereof, the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the “Securities Act”).

Scope of Review, Assumptions and Qualifications

As counsel, we have made such investigations and examined the originals, or duplicate, certified, conformed, facsimiled or photostatic copies of such corporate records, agreements, documents and other instruments and have made such other investigations as we have considered necessary or relevant for the purposes of this opinion, including:

 

  (a)

the Registration Statement, including the base prospectus contained therein;

 

  (b)

the prospectus supplement prepared by the Company relating to the issuance of the Placement Shares;

 

  (c)

the Equity Distribution Agreement;

 

  (d)

the articles and by-laws of Aptose;

 

  (e)

a certificate of compliance dated May 5, 2020 issued in respect of Aptose pursuant to the Canada Business Corporations Act (the “Certificate of Compliance”); and

 

  (f)

a certificate of Gregory K. Chow, the Executive Vice President, Chief Financial Officer and Secretary of the Company, as to certain factual matters dated the date hereof.


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We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers, or other representatives of the Company, and such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth herein.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, photostatic, electronic, or facsimile copies and the authenticity of the originals of such documents. In making our examination of executed documents or documents which may be executed, we have assumed that the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties, of such documents and that such documents constitute or will constitute valid and binding obligations of the parties thereto. We have also assumed that the Certificate of Compliance will continue to be accurate as at the date of issuance of any Placement Shares.

In connection with our opinions expressed below, we have assumed that, at or prior to the time of the delivery of any such Placement Shares, the authorization to issue the Placement Shares pursuant to the Equity Distribution Agreement will not have been modified or rescinded by the Board of Directors of Aptose and there will not have occurred any change in law affecting the validity or enforceability of such issuance of Placement Shares. We have also assumed that neither the issuance and delivery of the Placement Shares, nor the compliance by Aptose with the terms of the Equity Distribution Agreement, will violate any applicable federal, provincial or state law or will result in a violation of any provision of any instrument or agreement then binding upon Aptose or any restriction imposed by any court or governmental body having jurisdiction over Aptose.

The opinions expressed herein are limited to the federal laws of Canada applicable therein (the “Applicable Law”).

Opinion

Based upon and subject to the foregoing, we are of the opinion that the Placement Shares, when issued, sold and delivered in the manner and for the consideration stated in the Equity Distribution Agreement, and upon payment of the consideration provided therein to the Company, will be validly issued as fully paid and non-assessable Common Shares of the Company.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under the Securities Act or the rules and regulations promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in Applicable Law.

Yours truly,

/s/ McCarthy Tetrault LLP

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Material Contracts, Statements, Certifications & more

Aptose Biosciences Inc. provided additional information to their SEC Filing as exhibits

Ticker: APTO
CIK: 882361
Form Type: 8-K Corporate News
Accession Number: 0001193125-20-133829
Submitted to the SEC: Tue May 05 2020 5:01:33 PM EST
Accepted by the SEC: Tue May 05 2020
Period: Tuesday, May 5, 2020
Industry: Biological Products No Disgnostic Substances
Events:
  1. Earnings Release
  2. Financial Exhibit
  3. New Agreement
  4. Regulated Disclosure

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