▸ Aptose and Hanmi may be the targets of legal claims, securities class actions, derivative lawsuits and other claims and negative publicity related to the Arrangement.· · · · ● 1 ▸ group CCAA Plan in the Event Arrangement is not Completed· · · · ● 1 ▸ Certain directors and executive officers of the Company may have interests in the Arrangement that may be different from, or in addition to, the interests of Shareholders generally.· · · · ● 1 ▸ Failure to complete the Arrangement could negatively impact the market price of the Company's Common Shares and the Company's future business and financial results.· · · · ● 1 ▸ group No Equity Interest in the Company Following the Arrangement· · · · ● 1 ▸ group Risks Related to the Plan of Arrangement· · · · ● 1 ▸ The Company will incur costs and may have to pay an Expense Fee.· · · · ● 1 ▸ group The Diversion of the Attention of Management· · · · ● 1 ▸ The application of interim operating covenants may restrict the Company's ability to pursue certain opportunities.· · · · ● 1 ▸ The clinical testing and commercial use of pharmaceutical products involves significant exposure to product liability, clinical trial liability, environmental liability and other risks that are inherent in the testing, manufacturing· · · · ● 1 ▸ There is no assurance when or if the Arrangement will be completed.· · · · ● 1 ▸ group Uncertainty Surrounding the Arrangement· · · · ● 1 ▸ Under the terms of the Arrangement Agreement, in certain circumstances, if the Arrangement is not completed by reason of certain circumstances attributable to the Company, the Company may be required to pay a termination fee;· · · · ● 1 ▸ Government funding cuts may impact our federal research initiatives.· · · ● ● 2 ▸ Compliance with changing corporate governance regulations and public disclosure may result in additional expenses.· · ● ● ● 3 rw ▸ Failure to meet the TSX's continued listing requirements could result in the delisting of our Common Shares, negatively impact the price of our Common Shares and negatively impact our ability to raise additional capital.· ● ● ● ● 4 rw ▸ Fast Track Designation by the FDA may not lead to a faster development or regulatory review or approval process.· ● ● ● ● 4 ▸ There is substantial doubt that we can remain a going concern over the next twelve months.· ● ● ● ● 4 rw ▸ We may choose to expend our limited resources on programs that do not yield successful product candidates as opposed to indications that may be more profitable or for which there is a greater likelihood of success.· ● ● ● ● 4 ▸ As of March 28, 2025, the Company has not yet been able to regain compliance with the Nasdaq's minimum equity requirement of $2.5 million (the "Stockholders’ Equity Requirement").· · · ● · 1 ▸ An active trading market in our Common Shares may not be sustained.● · · · · 1 ▸ Coverage and adequate reimbursement may not be available for our product candidates, which could make it difficult for us to sell our products profitably.● ● ● ● · 4 ▸ Fluctuations in exchange rates can cause us to incur losses.● ● ● ● · 4 ▸ If we are unable to develop our own sales, marketing and distribution capabilities, we will not be able to successfully commercialize our products without reliance on third parties.● ● ● ● · 4 ▸ The exercise of all or any number of outstanding stock options, the award of any additional options, restricted stock units or other stock-based awards or any issuance of shares to raise funds or acquire a business may dilute your Common Shares.● ● ● · · 3 ▸ We have no sales, marketing or distribution experience and would have to invest significant financial and management resources to establish these capabilities.● ● ● ● · 4 ▸ Certain Canadian laws could delay or deter a change of control.● ● ● ● ● 5 ▸ Current and future legislation may increase the difficulty and cost for us to obtain marketing approval of and commercialize our product candidates and may adversely affect the prices we may obtain.● ● ● ● ● 5 ▸ Data security incidents and privacy breaches could result in important remediation costs, increased cyber security costs, litigation and reputational harm.● ● ● ● ● 5 ▸ Delays in clinical testing could result in delays in commercializing our product candidates and our business may be substantially harmed.● ● ● ● ● 5 ▸ group Enforcement of intellectual property rights● ● ● ● ● 5 ▸ Future sales of our Common Shares by us or by our existing shareholders could cause our share price to fall.● ● ● ● ● 5 ▸ If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of our business.● ● ● ● ● 5 ▸ If we have difficulty enrolling patients in clinical trials, the completion of the trials may be delayed or canceled.● ● ● ● ● 5 rw ▸ It may be difficult for non-Canadian investors to obtain and enforce judgments against us because of our Canadian incorporation and presence.● ● ● ● ● 5 ▸ group Legal and Regulatory Risk● ● ● ● ● 5 ▸ Negative results from clinical trials or studies of others and adverse safety events involving the targets of our products may have an adverse impact on our future commercialization efforts.● ● ● ● ● 5 ▸ Our ability to develop, produce and market our products is subject to extensive government regulation.● ● ● ● ● 5 ▸ Our employees may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements, which could have a material adverse effect on our business.● ● ● ● ● 5 ▸ Our failure to develop safe and commercially viable drugs would substantially impair our ability to generate revenues and sustain our operations and would materially harm our business and adversely affect our share price.● ● ● ● ● 5 ▸ Our operations could be adversely affected by events outside of our control, such as natural disasters, wars or health crises.● ● ● ● ● 5 rw ▸ Our products and product candidates may infringe the intellectual property rights of others, or others may infringe on our intellectual property rights which could increase our costs.● ● ● ● ● 5 ▸ Our share price has been and is likely to continue to be volatile and an investment in our Common Shares could suffer a decline in value.● ● ● ● ● 5 ▸ group Risk Factors and Uncertainties● ● ● ● ● 5 ▸ Risks Related to Development, Clinical Testing and Regulatory Approval of Our Product Candidates● ● ● ● ● 5 ▸ group Risks Related to Our Common Shares● ● ● ● ● 5 ▸ group Risks Related to our Business● ● ● ● ● 5 ▸ group Risks Related to our Intellectual Property● ● ● ● ● 5 ▸ Some components of our products are manufactured by third parties outside of the United States, and our business may be harmed by legal, regulatory, economic, political and public health risks associated with international trade and those markets.● ● ● ● ● 5 ▸ The design or our execution of clinical trials may not support regulatory approval.● ● ● ● ● 5 ▸ The rights we hold under our license agreements with Hanmi is critical to our business.● ● ● ● ● 5 rw ▸ We are an early-stage development company with no revenues from product sales.● ● ● ● ● 5 rw ▸ We are likely a “passive foreign investment company” which may have adverse United States federal income tax consequences for United States shareholders.● ● ● ● ● 5 ▸ We are susceptible to stress in the global economy and therefore, our business may be affected by the current and future global financial conditions.● ● ● ● ● 5 ▸ We do not expect to pay dividends for the foreseeable future.● ● ● ● ● 5 ▸ We have licensed important portions of our intellectual property from Hanmi, and are subject to significant obligations under those license agreements.● ● ● ● ● 5 rw ▸ We heavily rely on the capabilities and experience of our key executives and scientists and the loss of any of them could affect our ability to develop our products.● ● ● ● ● 5 ▸ We may be unable to obtain patents to protect our technologies from other companies with competitive products, and patents of other companies could prevent us from manufacturing, developing or marketing our products.● ● ● ● ● 5 ▸ We may expand our business through the acquisition of companies or businesses or by entering into collaborations or by in-licensing product candidates, each of which could disrupt our business and harm our financial condition.● ● ● ● ● 5 ▸ We may incur substantial cost in defending our intellectual property.● ● ● ● ● 5 ▸ We may not achieve our projected development goals in the time frames we announce and expect.● ● ● ● ● 5 ▸ We must successfully upgrade and maintain our information technology systems.● ● ● ● ● 5 ▸ We need to raise additional capital.● ● ● ● ● 5 ▸ We rely and will continue to rely on third parties to conduct and monitor many of our preclinical studies and our clinical trials, and their failure to perform as required could cause substantial harm to our business.● ● ● ● ● 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