The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the Securities and Exchange Commission of which this prospectus is a part becomes effective. This prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion, Dated October 30, 2024
PRELIMINARY PROSPECTUS
Up to 21,528,525 Common Shares
Up to 21,528,525 Pre-Funded Warrants to Purchase up to 21,528,525 Common Shares
Up to 10,764,263 Warrants to Purchase 10,764,263 Common Shares
Up to 21,528,525 Common Shares Underlying Pre-Funded Warrants
Up to 10,764,263 Common Shares Underlying Warrants
Up to 861,141 Common Shares underlying the Placement Agent Warrants
This prospectus relates to the offering of up to 21,528,525 common shares, no par value (Offered Shares) together with warrants to
purchase up to 10,764,263 common shares. Each Offered Share, or a pre-funded warrant (the Pre-Funded Warrants) in lieu thereof, is being sold together with one half (1/2) common warrant (the Common Warrants and together, with the
Pre-Funded Warrants, the Warrants) exercisable for one common share. Our common shares are listed on the Nasdaq Capital Market (Nasdaq) under the symbol APTO and on the Toronto Stock Exchange
(TSX) under the symbol APS. On October 29, 2024, the last reported sale price of the common shares on Nasdaq was $0.3716 per common share and on the TSX was C$0.54 per common share. The assumed combined public offering
price for each Offered Share and accompanying Common Warrant is $0.3716, which is the last reported sale price of our common shares on Nasdaq on October 29, 2024. We have applied to the TSX for conditional approval of the offering and are
relying on the exemption included in section 602.1 of the TSX Company Manual. The completion of the offering is conditional upon the approval of the TSX. In addition, this prospectus relates to the issuance of Placement Agent Warrants (as defined
below) to purchase up to 861,141 shares of our common shares issuable to the Placement Agent (as defined below), based on an assumed public offering price of the Offered Shares and Warrants and the underlying common shares issuable upon the exercise
of Placement Agent Warrants.
Each Common Warrant has an assumed exercise price of $0.3716 per common share, which is the last reported sale
price of our common shares on Nasdaq on October 29, 2024, will be exercisable immediately upon issuance, subject to certain limitations based on the holders beneficial ownership of our common shares, and will expire five years from the
date of issuance. The Offered Shares and Common Warrants are immediately separable and will be issued separately in this offering, but must be purchased together in this offering. We are also offering Pre-Funded Warrants to purchase up to 21,528,525
common shares to those purchasers whose purchase of Offered Shares in this offering would result in the purchaser beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common shares following the
consummation of this offering in lieu of the Offered Shares that would result in ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%) following the consummation of this offering. Each Pre-Funded Warrant will be exercisable for
one common share at an exercise price of $0.0001 per common share. Each Pre-Funded Warrant is being issued together with the same Common Warrants described above being issued with each Offered Share. The assumed combined public offering price for
each such Pre-Funded Warrant, together with the Common Warrants, is $0.3715, which is equal to the assumed public offering price in this offering of an Offered Share and accompanying Common Warrant less the $0.0001 per common share exercise price of
each such Pre-Funded Warrant. Each Pre-Funded Warrant will be exercisable immediately upon issuance, subject to certain limitations based on the holders beneficial ownership of our common shares, and may be exercised at any time until the
Pre-Funded Warrant is exercised in full. The Common Warrants are immediately separable and will be issued separately in this offering, but must be purchased together in this offering. For each Pre-Funded Warrant and the accompanying Common Warrants
we sell, the number of Offered Shares and the accompanying Common Warrants we are offering will be decreased on a one-for-one basis.
We are
also registering the common shares issuable upon exercise of the Warrants and Placement Agent Warrants.
There is no established public
trading market for the Warrants, and we do not expect a market to develop. We do not intend to apply for listing of the Warrants on any securities exchange or other nationally recognized trading system. Without an active trading market,
the liquidity of the Warrants will be limited.
Investing in the Offered Shares and Warrants involves a high degree of risk. Review
Risk Factors beginning on page 14 of this prospectus carefully before you make an investment in our securities. You should read this prospectus, together with additional information described under the headings
Incorporation of Certain Information by Reference and Where You Can Find More Information, carefully before investing in any of our Offered Shares.
We have engaged A.G.P./Alliance Global Partners (the Placement Agent), to act as our sole placement agent in connection with this
offering. The Placement Agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The Placement Agent is not purchasing or selling any of the securities we are offering and the
Placement Agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount. We have agreed to pay to the Placement Agent the placement agent fees set forth in the table below, which assumes that we sell all
of the securities offered by this prospectus. There is no minimum number of securities or amount of proceeds required as a condition to closing in this offering. The securities will be offered at a fixed price and are expected to be issued in a
single closing. The offering will terminate on December 22, 2024 unless (i) the closing occurs prior thereto or (ii) we decide to terminate the offering prior thereto which we may do at any time in our discretion. Investors purchasing securities
offered hereby will have the option to execute a securities purchase agreement with us. We expect that the closing of the offering will occur one trading day after we price the securities offered hereby if we price such securities prior to 4:01 p.m.
eastern time on a trading day and two trading days after we price the securities offered hereby if we price such securities at any other time. When we price the securities, we will simultaneously enter into securities purchase agreements relating to
the offering with those investors who so choose. The offering will settle delivery versus payment (DVP)/receipt versus payment (RVP). That is, on the closing date, we will issue the Offered Shares directly to the account(s)
at the Placement Agent identified by each purchaser; upon receipt of such shares, the Placement Agent shall promptly electronically deliver such shares to the applicable purchaser, and payment therefor shall be made by the Placement Agent (or its
clearing firm) by wire transfer to us. In addition, because there is no escrow trust or similar arrangement and no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill all of
our contemplated objectives due to a lack of interest in this offering. Further, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to
effectively implement our business plan. We will bear all costs associated with the offering. See Plan of Distribution on page 21of this prospectus for more information regarding these arrangements.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
|
|
|
|
|
|
|
|
|
Per Offered Share and Accompanying Common Warrant |
|
Per Pre-Funded Warrant and Accompanying Common Warrant |
|
Total |
Public offering price (1) |
|
|
|
|
|
|
Placement Agent discounts and commissions
(2) |
|
|
|
|
|
|
Proceeds, before expenses, to us (3) |
|
|
|
|
|
|
(1) |
The assumed combined public offering price is $0.3716 per Offered Share and accompanying Common Warrant and
$0.3715 per Pre-Funded Warrant and accompanying Common Warrant. |
(2) |
This represents a cash fee equal to 7.0% of the aggregate purchase price paid by investors in this offering.
This does not include warrants that are issuable by us to the placement agent or its permitted designees to purchase up to a number of common shares equal to 4.0% of the shares sold in this offering, exercisable at a price per share equal to 110% of
the public offering price of the common shares offered hereby (the Placement Agent Warrants) or certain out-of-pocket expenses of the placement agent that are reimbursable by us. See Plan of Distribution beginning on
page 21 for additional information regarding Placement Agent compensation. |
(3) |
The amount of proceeds, before expenses, to us does not give effect to any exercise of the Warrants.
|
The Placement Agent expect to deliver the Offered Shares on or about , 2024.
Sole Placement Agent
A.G.P.
The date of this
prospectus is , 2024