SecProbe.io

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 February 11, 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/A filed February 9, 2026
 File No. 005-49893
 Revised Preliminary Proxy Statement on Schedule 14A filed February
9, 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, as
revised, unless otherwise indicated.

Schedule 13E-3/A and Revised Preliminary Proxy Statement on Schedule 14A, each
filed
February 9, 2026
Recommendation of the Board and Transaction Committee and Reasons for the
Arrangement,
page 43

1. We reissue in part prior comment 9 in our letter dated January 30, 2026.
We note the
 following revised disclosure on page 43 of the Proxy Statement: "The
Transaction
 Committee did not consider the Corporation s . . . liquidation value
to be material to
 determining a fair price to be paid to Shareholders (other than Parent
and its affiliates) in
 determining the fairness of the Arrangement to unaffiliated shareholders
. . ." (emphasis
 added). Please reconcile this revised disclosure with the following
statement made on
 page 45 of the Proxy Statement: "[A]lternative proposals from potential
counterparties
 did not . . . provide a viable alternative to insolvency which the
Corporation faces
 February 11, 2026
Page 2

 without the Arrangement" (emphasis added).
Formal Valuation and Fairness Opinion of Locust Walk Securities, LLC, page 48

2. We reissue in part prior comment 15 in our letter dated January 30,
2026. At the
 beginning of the new subsection entitled "Management Forecast,"
beginning on page 53
 of the Proxy Statement, we note the list of the types of assumptions
that management
 made in preparing the Management Forecast. Please revise to quantify
such assumptions
 where practicable. See pages 10-11 of Appendix F to the Proxy Statement.
Important Information Regarding the Corporation, page 90

3. We reissue in part prior comment 20 in our letter dated January 30,
2026. Please disclose
 the effect of the Rule 13e-3 transaction on the affiliated filers
interest in the 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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