Aptose Biosciences Inc. (APS) Earnings Call Transcript

Good morning, all. Aptose Bioscience's Annual and Special Meeting of Shareholders initially held on May 27, 2025, was adjourned for the purpose of permitting the company to finalize its search for a successor independent auditor to KPMG LLP. As the Board of Aptose subsequently deemed an advisable to appoint Ernst & Young LLP as the independent auditor of the company and to put such matter before the shareholders for approval I would like to call to order this reconvened Annual and Special Meeting of Shareholders of Aptose Biosciences. I'm Dr. William Rice, Chairman of the Board of Directors, President and Chief Executive Officer of Aptose and I'll be serving as the Chair of today's meeting. Joining me today online are other directors as well as other officers of the company, including Mr. Fletcher Payne, Senior Vice President, Chief Business Officer and Chief Financial Officer; and Dr. Rafael Bejar, Senior Vice President and Chief Medical Officer. Also in attendance is Paul Smith of Ernst & Young LLP, an independent registered public accounting firm that is being proposed as the company's new auditor. It's my pleasure to welcome shareholders as well as other invited guests to this meeting. We have ensured this virtual meeting offers registered shareholders and duly appointed and registered proxy holders the same opportunities to participate as in past in-person meetings. Instructions on how to ask questions and the voting procedure will appear on your screens. As with any technology, unexpected glitches may occur, but our service providers for this platform at Lumi are prepared to assist with any unanticipated technical difficulties. We will conduct the votes on the matter before us by a poll. On a poll, registered shareholders or duly appointed and registered proxy holders entitled to vote as one vote in respect of each share entitled to be voted on the matter and held or represented by that registered shareholder or duly appointed and registered proxy holder. We would like to remind shareholders that you may have already voted your shares on this matter at the original meeting held on May 27, 2025. Proxies previously completed, signed, dated and returned in respect of the original meeting will be effective at this reconvened meeting. If you have already voted in advance of this meeting, we thank you. And if you do not wish to change your vote, then you do not need to take any further action. For those of you who have not yet voted, you may only vote during this meeting. Voting during the meeting can only be done through our virtual voting platform on the webcast. And the polls are now open. Registered shareholders and proxy holders who have obtained a control number can now cast their votes. Voting can be completed from now until the end of the formal business of the meeting, at which time the polls will close. We encourage you to vote now, and we thank all of you for voting. Also registered shareholders and duly appointed and registered proxy holders can submit questions at any time during the meeting through our webcast virtual platform. We will address questions at the end of the formal part of the meeting, provided that only questions regarding procedural matters or questions directly related to the motion before the meeting may be addressed. We emphasize the only well answer questions that are related to the formal business matter presented at today's meeting. The secretary will receive the questions, judge them for relevance and at the appropriate time or read them aloud so that everyone may be aware of the question being considered. If we have similar topics, we make paraphrase, group the questions and mention that we have received similar questions. However, please note that we may be unable to address all questions. I also wish to welcome all guests who are not registered shareholders or holding proxies of registered shareholders. As a reminder, as with any in-person meeting, only registered shareholders and duly appointed proxy holders are permitted to vote or ask questions. Now I'd like to outline the format of today's meeting. Which will deal only with the formal business of the meeting as outlined in the notice of Reconvened Annual and Special Meeting of Shareholders. I now will ask Mr. Charles-Antoine Soulière of McCarthy Tétrault, Aptose's Corporate Counsel to act as Secretary of the meeting; and Mr. Tenth Lee of Computershare to serve as scrutineer. The secretary has confirmed that the notice of Reconvened Annual and Special Meeting of Shareholders was mailed on August 1, 2025, to shareholders of record at April 22, 2025. The Secretary has placed with me before this meeting, copies of such notice, together with the confirmation of mailing of this document. I direct that the confirmation approved for the mailing of the notice be kept by the secretary with the records of the meeting. Our corporate bylaws provide that the meeting may be held electronically. Our corporate bylaws also require a quorum comprised of 2 persons be present at the opening of the meeting who are entitled to vote either as shareholders or as proxy holders and holding or representing 33.3% of the votes. I would ask the secretary of the meeting to summarize the scrutineer's report on attendance.

The scrutineer's preliminary report now has been received, and it shows that there are shareholders and proxyholders present or represented at this meeting, representing 1,481,659 shares or 58.05% of the issued and outstanding shares.

Thank you. I have before me, and I adopt the scrutineers' preliminary report on attendance, further in person or by proxy through the online webcast platform, which confirms that a quorum is present. I direct that a copy of the final report on attendance be filed with the records of the meeting. As notice of the reconvened annual and special meeting has been properly given and a quorum is present. Accordingly, I now declare today's meeting to be properly constituted for the transaction of the business for which it has been called. The only formal business of this meeting consists of appointing Ernst & Young LLP as the company's independent registered public accounting firm to serve as the company's independent auditor and to authorize the Board to fix their remuneration. To expedite the formal part of the meeting, Mr. Payne will move and I will second all motions. While this procedure will facilitate the handling of the formal matters, registered shareholders or duly appointed and registered proxy holders may address the meeting when there is a call to discuss a motion before the meeting. Should you like to address the chair on any motion, please type in your question or comment in the message section once it opens during the discussion period. The Secretary will then read the question allowed if there is any relevant discussion or questions. All motions will be moved and seconded once the formal matters of the meeting have been presented. The only automobile business today is the appointment of the Ernst & Young LLP as the company's independent registered public accounting firm to serve as the company's independent auditor and to authorize the Board to fix the remuneration. KPMG LLP has been the independent auditor of the company since 1994. As disclosed in the proxy statement dated April 28, 2025, KPMG LLP notified the company on April 15, 2025, that it had decided not to stand for reappointment as the company's independent registered public accounting firm to serve as independent auditor. On May 27, 2025 the company adjourned the Annual General and Special Meeting of Shareholders as the company had not yet completed its process to recommend the appointment of a successor to KPMG LLP prior to the meeting. Followed the adjournment of the original meeting, the Audit Committee of the company completed its search process to identify a new independent registered public accounting firm and the Board selected Ernst & Young LLP to replace KPMG LLP. Now would Mr. Payne, please make the motion for the formal matter of the meeting.

Mr. Chair, I move that Ernst & Young LLP be appointed as independent registered public accounting firm of Aptose and the Board be authorized to fix the remuneration.

Thank you, Mr. Payne. I second Mr. Payne's motion. Mr. Secretary, are there any questions or discussions on this motion?

There is no discussion at this time.

Thank you. As there is no discussion, I now call for a vote on the motion before the meeting. As previously mentioned, voting today will be conducted by electronic ballot. The voting will remain open for an additional one minute. Once the electronic balloting closes, the voting page will disappear, and your votes automatically will be submitted. We remind shareholders that any proxies submitted for the May 27, 2025 meeting remain valid for this Reconvened meeting. If you have already voted and do not wish to change your vote, no further action is required. We now will pause for one minute. [Voting] Now before announcing voting results, Mr. Secretary, is there any other business that any shareholder or proxy holder present wishes to bring to the attention of the meeting?

There is no proposal for other business.