SecProbe.io

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 January 30, 2026

William G. Rice
Chairman, President and Chief Executive Officer
Aptose Biosciences Inc.
66 Wellington Street West, Suite 5300
TD Bank Tower, Box 48
Toronto, Ontario M5K 1E6
Canada

 Re: Aptose Biosciences Inc.
 Schedule 13E-3 filed January 15, 2026
 File No. 005-49893
 Preliminary Proxy Statement on Schedule 14A filed January 15, 2026
 File No. 001-32001
Dear William G. Rice:

 We have reviewed your filing and have the following comments.

 Please respond to these comments by providing the requested information
or advise us as
soon as possible when you will respond. If you do not believe our comments
apply to your facts
and circumstances, please tell us why in your response.

 After reviewing your response to these comments, we may have additional
comments.
All defined terms used herein have the same meaning as in the preliminary proxy
statement,
unless otherwise indicated.

Schedule 13E-3 and Preliminary Proxy Statement on Schedule 14A, each filed
January 15, 2026
General

1. We note the following disclosure on page 3 of the Schedule 13E-3: No
Filing Person,
 including the Company, is responsible for the accuracy of any
information supplied by
 any other Filing Person. This statement is inconsistent with the
disclosures in the filing,
 including the required attestation that appears at the outset of the
signature pages, and
 operates as an implied disclaimer of responsibility for the filing.
Please revise or delete.
2. Item 8 of Schedule 13E-3 and Item 1014(a) of Regulation M-A require that
the subject
 company and affiliates filing a Schedule 13E-3 each state whether they
believe the Rule
 13e-3 transaction is fair or unfair to unaffiliated security holders, as
defined in Exchange
 Act Rule 13e-3(a)(4). We note that the Board (e.g., on page 41) instead
believes that the
 January 30, 2026
Page 2

 Arrangement is fair to the Shareholders (other than Parent and its
affiliates), which
 appears to still include certain affiliates of the Corporation, such as
its directors and
 officers. Please revise or advise us why such current disclosure is
fully responsive to the
 requirements of Item 1014(a).
3. On a related note, please address how each filing person relying on
Locust Walk s
 Fairness Opinion was able to reach its fairness determination as to
unaffiliated security
 holders given that the opinion addresses fairness with respect to the
Shareholders (other
 than Parent and its affiliates), rather than all security holders
unaffiliated with the
 Company. See Exchange Act Rule 13e-3(a)(4), Item 8 of Schedule 13E-3,
and Item
 1014(a) of Regulation M-A.
4. In circumstances where an issuer elects to incorporate by reference the
information
 required by Item 1010(a) of Regulation M-A, all of the summarized
financial
 information required by Item 1010(c) must be disclosed in the document
furnished to
 security holders. See Instruction 1 to Item 13 of Schedule 13E-3. In
addition, please refer
 to telephone interpretation I.H.7 in the July 2001 supplement to our
Manual of Publicly
 Available Telephone Interpretations that is available on the
Commission s website at
 http://www.sec.gov for guidance on complying with a similar instruction
in the context
 of a tender offer. While we note that you have provided the book value
per Share as of
 September 30, 2025 on page 87 of the Proxy Statement, please revise the
Schedule 13E-3
 to include the remaining information required by Item 1010(c) of
Regulation M-A.
5. Please provide disclosure that is responsive to the requirements of
Exchange Act Rule
 14a-5(e). See Item 1(c) of Schedule 14A.
6. Please mark the Proxy Statement and proxy card as preliminary copies.
See Exchange
 Act Rule 14a-6(e)(1).
7. Please revise the proxy card to provide stockholders with the option to
abstain from the
 vote on the Continuance Resolution and the Arrangement Resolution, or
otherwise
 advise. See Exchange Act Rule 14a-4(b)(1). If the option to abstain is
added to the proxy
 card, please also revise the Proxy Statement to describe the effect of
an abstention on
 each proposal. See Item 21(b) of Schedule 14A.
Cautionary Note Regarding Forward-Looking Statements, page 12

8. The safe harbor for forward-looking statements in the Private Securities
Litigation
 Reform Act of 1995 (the PSLRA ) does not apply to statements made
in connection
 with a going private transaction. See Exchange Act Section 21E(b)(1)(E)
and Question
 117.05 of the Division of Corporation Finance s Compliance and
Disclosure
 Interpretations for Going Private Transactions, Exchange Act Rule 13e-3
and Schedule
 13E-3, dated January 26, 2009. Therefore, please delete or revise the
reference to the
 PSLRA on page 12 of the Proxy Statement.
Recommendation of the Board and Transaction Committee and Reasons for the
Arrangement,
page 41

9. The factors listed in Instruction 2 to Item 1014 of Regulation M-A and
paragraphs (c),
 (d) and (e) of Item 1014 are generally relevant to each filing person
s fairness
 determination and should be discussed in reasonable detail. See
paragraph (b) of Item
 January 30, 2026
Page 3

 1014 of Regulation M-A and Questions 20 and 21 of Exchange Act Release
No. 34-
 17719 (April 13, 1981). Please revise this section to include the
factors described in
 paragraph (c) of Item 1014 as well as clauses (iii)-(vi) and (viii) of
Instruction 2 to Item
 1014 or explain why such factors were not deemed material or relevant by
the
 Transaction Committee. If the procedural safeguard in paragraph (c) of
Item 1014 was
 not considered, please explain why the Transaction Committee believes
that the Rule
 13e-3 transaction is fair in the absence of such safeguard.
10. See our last comment above. Beginning on page 41 of the Proxy Statement,
we note the
 substantive and procedural factors considered by the Transaction
Committee in making
 its recommendation to the Board. To the extent that the Board intends to
rely on the
 Transaction Committee s analysis as opposed to providing its own
analysis that satisfies
 the disclosure obligation under Item 1014(b) of Regulation M-A, the
Board must
 expressly adopt such analysis. See Question 20 of Exchange Act Release
No. 34-17719
 (April 13, 1981). Please revise accordingly, or otherwise provide
disclosure responsive to
 Item 1014(b) of Regulation M-A.
11. See our last comment above. On page 41 of the Proxy Statement, we note
that the
 Transaction Committee considered Locust Walk s Formal Valuation and
Fairness
 Opinion in formulating the Transaction Committee s recommendation to
the Board.
 Please revise to state, if true, that the Transaction Committee
ultimately adopted Locust
 Walk s analysis and Fairness Opinion as its own. Alternatively, please
briefly explain to
 us how the Transaction Committee and Board have satisfied their
obligation to disclose
 the material factors upon which their fairness determination is based.
Voting Recommendation of Parent and Purchaser, page 44

12. Item 8 of Schedule 13E-3 and Item 1014(a) of Regulation M-A require that
the subject
 company and each filing person make a fairness determination. We note
that the fairness
 determination in this section is only made by Purchaser and Parent.
Please revise this
 section to also apply to Hanmi Science, or otherwise provide a separate
fairness
 determination for Hanmi Science.
13. See comment 10 above. We note that Purchaser and Parent considered, but
have not
 expressly adopted, the analysis and conclusion of the Board and
Transaction Committee
 in reaching their fairness determination. To the extent that Purchaser
and Parent intend to
 rely on the Board and Transaction Committee s analysis as opposed to
providing their
 own analysis that satisfies the disclosure obligation under Item 1014(b)
of Regulation M-
 A, Purchaser and Parent must expressly adopt such analysis. Please
revise accordingly,
 or otherwise provide disclosure responsive to Item 1014(b) of Regulation
M-A.
Formal Valuation and Fairness Opinion of Locust Walk Securities, LLC, page 45

14. We note the following disclosure on page 45 of the Proxy Statement:
Pursuant to the
 terms of the engagement letter with Locust Walk, as amended, Aptose has
agreed to pay
 a work fee for the delivery of the Fairness Opinion (regardless of its
conclusion) and a
 fixed fee for the delivery of the Formal Valuation, in each case, that
is not contingent
 upon the completion of the Arrangement or any alternative transaction.
 Please quantify
 the work fee and fixed fee. See Item 1015(b)(4) of
Regulation M-A and Question
 217.01 of the Division of Corporation Finance s Compliance and
Disclosure
 January 30, 2026
Page 4

 Interpretations for Going Private Transactions, Exchange Act Rule 13e-3
and Schedule
 13E-3, dated January 26, 2009.
15. Please revise to disclose the Management Forecast reviewed and relied
upon by Locust
 Walk in preparing the Formal Valuation and Fairness Opinion, as well as
the underlying
 assumptions and limitations of the Management Forecast. See Item 9 of
Schedule 13E-3
 and Item 1015(b)(6) of Regulation M-A.
16. Please revise the section entitled Discounted Cash Flow Analysis
Summary, beginning
 on page 49 of the Proxy Statement, to disclose the results of the
dilution analysis and the
 assumptions underlying the dilution analysis, quantifying such
assumptions where
 practicable.
17. Please revise the section entitled Precedent Transaction Analysis
Summary, beginning
 on page 50 of the Proxy Statement, to disclose the data underlying the
results described
 and to show how that information resulted in the implied values per
Share disclosed. For
 example, please disclose (i) the precedent transactions in each category
and (ii) the
 transaction premium relative to the 30-day VWAP for each precedent
transaction.
18. Item 9 of Schedule 13E-3 and Item 1015(b)(6) of Regulation M-A require a
filing person
 to summarize in considerable detail any report, whether oral or written,
received from an
 outside party that is materially related to the Rule 13e-3 transaction.
Please revise this
 section to summarize the Prior Valuation. To the extent that the Formal
Valuation simply
 updates the Prior Valuation, your disclosure may summarize material
differences only.
Important Information Regarding the Corporation, page 84

19. Please file the Investor Rights Agreement as an exhibit to the Schedule
13E-3. See Items
 1005(e) and 1016(d) of Regulation M-A.
20. We note your disclosure on pages 87-88 of the Proxy Statement of the
Corporation s net
 book value per Share and Parent s interest in the Corporation s
shareholders equity,
 each as of September 30, 2025. Please disclose the effect of the Rule
13e-3 transaction
 on the affiliated filers interest in the net book value and net
earnings of the Corporation
 in both dollar amounts and percentages. See Item 7 of Schedule 13E-3 and
Instruction 3
 to Item 1013 of Regulation M-A.
 We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the
staff.

 Please direct any questions to Shane Callaghan at 202-551-6977.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers
& Acquisitions
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