SecProbe.io

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 April 1, 2026

William Rice
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.
 Preliminary Proxy Statement on Schedule 14A
 Filed December 5, 2025
Dear William Rice:

 We have completed our review of your filings. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Daniel M. Miller, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 DANIEL M. MILLER

 Partner

 (604) 630-5199

 FAX (604) 687-8504

 miller.dan@dorsey .com
 February 17, 2026
 VIA EDGAR Shane
Callaghan Division of Corporation Finance
 Office of Mergers & Acquisitions
 Securities and Exchange Commission
 100 F Street, NE Washington,
D.C. 20549

 Re:
 Aptose Biosciences Inc.
 Schedule 13E-3/A filed February 9, 2026
 File No. 005-49893
 Preliminary Proxy Statement Amendment No. 2 filed February 9, 2026
 File No. 001-32001
 Dear Mr. Callaghan:
 Thank you for your letter dated February 11, 2026, addressed to William G. Rice, Chairman, President and Chief Executive
Officer of Aptose Biosciences Inc. (the “ Compan y”), setting forth comments of the staff of the Division of Corporation Finance (the “ Staff ”) on the Schedule 13E-3/A filed
with the Securities and Exchange Commission (the “ Commission ”) on February 9, 2026 (the “ Schedule 13E-3 ”) and the Preliminary Proxy Statement Amendment No. 2
filed with the Commission on February 9, 2026 (the “ Amended Preliminary Proxy Statement ” and, together with the Schedule 13E-3, the “ Filin gs”).
 We appreciate the effort that went into the Staff’s comments. We have considered the Staff’s comments on the
Filings carefully and our responses to the Staff’s comments are set forth below. To facilitate the Staff’s review, we have keyed our responses to the headings and numbered comments used in the Staff’s comment letter, which we have
reproduced in bold face text. Our responses follow each comment. In addition, we are concurrently filing amendments of the Filings to incorporate our responses to the Staff’s comments.
 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 without the Arrangement ” (emphasis added).
 Response: In response to the Staff’s comment, while the Company does not consider the liquidation value of the Company material in
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 given the Company has more liabilities than assets, resulting in a
shareholder’s deficit, the Company has updated the disclosure on pages 43 and 45 of the Amended Proxy Statement to describe the Transaction Committee’s consideration, whose analysis is expressly adopted as their own by the
Company’s Board of Directors, Hanmi Science, Parent and Purchaser, of potential liquidation value. 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.
 Response: In response to the Staff’s comment, the Company has updated the disclosure in the section titled “ Formal
Valuation and Fairness Opinion of Locust Walk Securities, LLC ” on pages 53 and 54 of the Amended Preliminary Proxy Statement to quantify the assumptions of the Management Forecast to the extent practicable.
 Cautionar y Note Re g arding Forward-Looking Statements , p age 12

 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.
 Response: In response to the Staff’s comment, the Company has updated the disclosure in the section titled “ Important
Information Regarding the Corporation – Book Value and Net Loss Per Share ” on pages 94 and 95 of the Amended Preliminary Proxy Statement to include the affiliated filers’ interest in the net earnings of the Company.
 Should you have further comments or require further information, or if any questions should arise in connection with this submission, please
call the undersigned at (604) 630-5199. You also may email me at miller.dan@dorsey.com.

 Yours truly,

 /s/ Daniel M. Miller
 Daniel M. Miller

 cc:
 William G. Rice
 Fletcher Payne Aptose
Biosciences Inc. David S. Bakst
 Mayer Brown LLP

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<TEXT>
 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 DANIEL M. MILLER Partner
 (604) 630-5199
 FAX (604) 687-8504
 miller.dan@dorsey.com

 February 9, 2026 VIA
EDGAR Shane Callaghan Division of Corporation
Finance Office of Mergers & Acquisitions
 Securities and Exchange Commission 100 F Street, NE
 Washington, D.C. 20549

 Re:
 Aptose Biosciences Inc.
 Schedule 13E-3 filed January 15, 2026
 File No. 005-49893
 Preliminary Proxy Statement Amendment No. 1 filed January 15, 2026
 File No. 001-32001
 Dear Mr. Callaghan: Thank you for your
letter dated January 30, 2026, addressed to William G. Rice, Chairman, President and Chief Executive Officer of Aptose Biosciences Inc. (the “ Company ”), setting forth comments of the staff of the Division of Corporation
Finance (the “ Staff ”) on the Schedule 13E-3 filed with the Securities and Exchange Commission (the “ Commission ”) on January 15, 2026 (the “ Schedule 13E-3 ”) and the Preliminary Proxy Statement Amendment No. 1 filed with the Commission on January 15, 2026 (the “ Amended Preliminary Proxy Statement ” and, together with the
Schedule 13E-3, the “ Filings ”). We appreciate the effort that went into the
Staff’s comments. We have considered the Staff’s comments on the Filings carefully and our responses to the Staff’s comments are set forth below. To facilitate the Staff’s review, we have keyed our responses to the headings
and numbered comments used in the Staff’s comment letter, which we have reproduced in bold face text. Our responses follow each comment. In addition, we are concurrently filing amendments of the Filings to incorporate our responses to the
Staff’s comments. Schedule 13E-3 and Amended Preliminary Proxy Statement on Schedule 14A, each filed
on 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. Response: In response to the Staff’s
comment, the Company has updated the disclosure on page 3 of the Schedule 13E-3 to remove the statement.
 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 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).

 Response: In response to the Staff’s comment, the Company has updated the disclosure in the
section titled The Arrangement – Recommendation of the Board and Transaction Committee and Reasons for the Arrangement on page 43 of the Amended Preliminary Proxy Statement to note that the Transaction Committee, whose
analysis is expressly adopted as their own by the Company’s Board of Directors, Hanmi Science, Parent and Purchaser, believes that the Arrangement is fair to the unaffiliated Shareholders of the Company.
 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.
 Response: In response to the Staff’s comment, the Company has updated the disclosure in the section titled “ The
 Arrangement – Recommendation of the Board and Transaction Committee and Reasons for the Arrangement ” on page 44 of the Amended Preliminary Proxy Statement to note that the Transaction Committee, whose analysis is expressly
adopted as their own by the Company’s Board of Directors, Hanmi Science, Parent and Purchaser, believes that the inclusion of the Company’s director and officer shareholders in Locust Walk Formal Valuation did not affect its ability to
rely on the opinion of Locust Walk as one of the factors based on which the Transaction Committee determined that the Arrangement is fair to the unaffiliated Shareholders, as, other than as set out herein in the section entitled “ Golden
Parachute Compensation ,” director and officer shareholders are treated in the same way as the unaffiliated Shareholders in connection with the Arrangement Agreement, and will receive the same amount of Consideration as the unaffiliated
Shareholders. 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.
 Response: In response to the Staff’s comment, the Company has updated the disclosure on page v of the Amended Preliminary Proxy Statement, and
has included a new Appendix K (Consolidated Financial Statements of Aptose Biosciences Inc. for the years ended December 31, 2024 and 2023) and Appendix L (Condensed Consolidated Interim Financial Statements of Aptose Biosciences Inc. for the three
and nine months ended September 30, 2025 and 2024) to the Amended Preliminary Proxy Statement. 5. Please provide disclosure that is responsive to the
requirements of Exchange Act Rule 14a-5(e). See Item 1(c) of Schedule 14A. Response: In response to
the Staff’s comment, the Company has added the disclosure on pages 26 through 28 of the Amended Preliminary Proxy Statement. 6. Please mark the
Proxy Statement and proxy card as preliminary copies. See Exchange Act Rule 14a-6(e)(1). Response: In
response to the Staff’s comment, the Company has updated the disclosure on the Letter to the Shareholders and form of proxy card included in the Amended Preliminary Proxy Statement.
 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. Response: In response to the Staff’s comment, the Company has updated the disclosure on pages
20, 24 and 25 the Amended Preliminary Proxy Statement. 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.
 Response: In response to the Staff’s comment, the Company has updated the disclosure in the section titled “ Cautionary Note
Regarding Forward-Looking statements ” on page 12 of the Amended Preliminary 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 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.
 Response: In response to the Staff’s comment, the Company has updated the disclosure on pages 43, 46 and 105 of the Amended Preliminary Proxy
Statement. 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. Response:
 In response to the Staff’s comment, the Company has updated the disclosure on page 43 of the Amended Preliminary Proxy Statement to note the Board’s express adoption of the Transaction Committee’s analysis.
 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.
 Response: In response to the Staff’s comment, the Company has updated the disclosure on page 44 of the Amended Preliminary Proxy Statement to
note the Transaction Committee’s express adoption of Locust Walk’s Formal Valuation and Fairness Opinion. 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. Response: In response to the
Staff’s comment, the Company has updated the disclosure on page 48 of the Amended Preliminary Proxy Statement to include Hanmi Science’s fairness determination.
 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 MA, Purchaser and Parent must expressly adopt such analysis. Please revise accordingly, or otherwise provide disclosure responsive to Item 1014(b) of Regulation M-A.
 Response: In response to the Staff’s comment, the Company has updated the disclosure on page 48 of the Amended Preliminary Proxy
Statement to disclose the Purchaser and Parent’s express adoption of the Board and Transaction Committee’s analysis as their own.

 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 Interpretations for Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3, dated January 26, 2009.
 Response: In response to the Staff’s comment, the Company has updated the disclosure on pages 48 and 106 of the Amended Preliminary Proxy
Statement to quantify the compensation payable to Locust Walk. 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. Response: In response to the Staff’s comment, the Company has updated the
disclosure in the section titled “ Formal Valuation and Fairness Opinion of Locust Walk Securities, LLC ” on page 53 and 54 of the Amended Preliminary Proxy Statement to disclose the Management Forecast.
 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. Response:
 In response to the Staff’s comment, the Company has updated the disclosure in the section titled “ Formal Valuation and Fairness Opinion of Locust Walk Securities, LLC ” on pages 54 and 55 of the Amended
Preliminary Proxy Statement to disclose the dilution analysis. 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.
 Response: In response to the Staff’s comment, the Company has updated the disclosure “ Formal Valuation and Fairness
Opinion of Locust Walk Securities, LLC ” on pages 55 and 56 of the Amended Preliminary Proxy Statement to disclose the data underlying the “Precedent Transaction Analysis Summary.”
 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.
 Response: In response to the Staff’s comment, the Company has updated the disclosure in the section titled “ Fo

<DOCUMENT>
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<TEXT>
 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 DANIEL M. MILLER Partner
 (604) 630-5199
 FAX (604) 687-8504
 miller.dan@dorsey.com

 December 23, 2025
 Division of Corporation Finance Office of Life Sciences
 U.S. Securities and Exchange Commission 100 F Street N.E.
 Washington, D.C. 20549 Attention: Joseph McCann
 Re: Aptose Biosciences Inc. Preliminary Proxy Statement on Schedule 14A Submitted December 5, 2025 CIK 0000882361
 Dear Sirs and Mesdames: On behalf of our client, Aptose
Biosciences Inc. (“Aptose” or the “Company”), and pursuant to the Securities Exchange Act of 1934, as amended (the “Act”), and the rules and regulations thereunder, we transmit for your review supplemental
information and analysis on behalf of the Company relating to the response provided on December 18, 2025 with respect to the Staff’s comment delivered orally on December 11, 2025 (the “Comment”), in respect of the above
noted submission (the “Preliminary Proxy”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Preliminary Proxy.
 Aptose Tuspetinib Program Licensing Agreement
 On November 4, 2021, the Company entered into a licensing agreement (the “Tuspetinib Licensing Agreement”) with Hanmi Pharmaceutical
Co. Ltd. (“Hanmi”) for the clinical and commercial development of tuspetinib (formerly HM43239). Under the terms of the Tuspetinib Licensing Agreement, Hanmi granted the Company exclusive worldwide rights to tuspetinib for all
indications. Hanmi received an upfront payment of $12.5 million, including $5 million in cash and $7.5 million in Common Shares. Also pursuant to the Tuspetinib Licensing Agreement, Hanmi is entitled to receive up to
$407.5 million in future milestone payments, which are contingent upon achieving certain clinical, regulatory and sales milestones across several potential indications, as well as tiered royalties on net sales.
 The Tuspetinib Licensing Agreement establishes a Joint Steering Committee (the “JSC”) to facilitate information exchange and discussion regarding
development and regulatory activities; however, the JSC has no decision making authority with respect to the Tuspetinib Licensing Agreement or either party’s development or commercialization decisions, and its responsibilities are limited to
items such as periodic development reviews, protocol review, information exchange, publication review, and preparation of the Technology Transfer Plan (as defined therein). Moreover, the Company respectfully submits that its scientific advisory
board, board of directors and executive management team that is entirely independent of Hanmi have far greater decision-making authority than any Hanmi affiliated party with respect to the Tuspetinib Licensing Agreement or more broadly. Finally, we
feel it is important to note here that Aptose was not in

 U.S. Securities and Exchange Commission
 December 23, 2025 Page 2

financial stress when it entered into the Tuspetinib Licensing Agreement, Aptose had other options at such time and had significant bargaining power when negotiating the terms therein. For the
Staff’s convenience, the Tuspetinib Licensing Agreement is publicly available on EDGAR as Exhibit 10.1 at https://www.sec.gov/Archives/edgar/data/882361/000119312521320382/d254551dex101.htm; please see Article 3 (Joint Steering Committee),
including Sections 3.1, 3.3 and 3.5, regarding the JSC’s role and lack of decision-making authority. Aptose Shareholding Analysis
 The transactions contemplated by the Arrangement Agreement cannot be completed unless they receive (1) the approval of at least two-thirds (66 2/3%) of the votes cast by stockholders (including Parent) and (2) the Majority of the Minority Approval. As detailed in the Preliminary Proxy Statement, Parent’s shares must be excluded
under MI 61-101 for Majority of the Minority Approval, such that the transactions contemplated by the Arrangement Agreement must be approved by a majority vote of stockholders other than Parent—strong
evidence that stockholders other than Parent will have a definitive role to play in determining whether or not the transactions are consummated. Based on
the most recent shareholder analysis available to us, we understand that the next largest shareholders after Hanmi hold positions of 7.1%, 4.99%, 3.63%, 1.63%, 1.50%, 1.38%, 1.37% and 1.18%, respectively, representing approximately 22.78% of the
Company’s outstanding Common Shares. Beyond these holders, we understand that the remaining Company’s Common Shares are held by a mix of retail and institutional investors, each holding less than 1% of the Company’s Common Shares.
Collectively, these shareholders are able to exercise voting power in excess of Hanmi’s and, in particular, are capable of blocking the proposed transaction, given that their combined voting power significantly exceeds Hanmi’s. Given
that the transaction structure requires, among other things, approval by a Majority of the Minority, these shareholders have a decisive role in determining whether the proposed transaction is approved, and Hanmi does not possess the approval right
with respect to the proposed transaction. The Company respectfully submits that, notwithstanding the fact that Hanmi and its affiliates hold a 19.9%
stake in the Company, the opportunities for coercion or abuse of stockholders that Rule 13e-3 was intended to address are not present in the proposed transaction. The Company further submits that the policy
objectives underlying Rule 13e-3 are not implicated and, therefore, that Rule 13e-3 should not be deemed applicable to the transaction contemplated by the Arrangement
Agreement.

 Should you have further comments or require further information, or if any questions should arise in
connection with this submission, please call the undersigned at (604) 630-5199. You also may email me at miller.dan@dorsey.com.

 Yours truly,

 /s/ Daniel M. Miller

 Daniel M. Miller

 cc:
 William G. Rice
 Fletcher Payne Aptose
Biosciences Inc. David S. Bakst
 Mayer Brown

CORRESP
 1
 filename1.htm

 CORRESP

 DANIEL M. MILLER Partner
 (604) 630-5199
 FAX (604) 687-8504
 miller.dan@dorsey.com

 December 18, 2025

 Division of Corporation Finance Office of Life
Sciences U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Attention: Joseph McCann

 Re:
 Aptose Biosciences Inc.
 Preliminary Proxy Statement on Schedule 14A
 Submitted December 5, 2025
 CIK 0000882361 Dear Sirs and Mesdames:
 On behalf of our client, Aptose Biosciences Inc. (“Aptose” or the “Company”), and pursuant to the Securities Act of 1933, as
amended (the “Act”), and the rules and regulations thereunder, we transmit for your review the Company’s responses to the Staff’s comment delivered orally on December 11, 2025 (the “Comment”), in respect of
the above noted submission (the “Preliminary Proxy”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Preliminary Proxy.
 Preliminary Proxy Statement on Schedule 14A

 1.
 Please provide your analysis with respect to the applicability of Rule
 13e-3 to the business combination transaction between Aptose Biosciences Inc. and Hanmi Pharmaceutical Co. Ltd.
 After careful consideration of the applicability of Rule 13e-3 (“Rule 13e-3”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, the Division’s guidance in the Going Private Transactions, Rule 13e-3 and Schedule 13E-3 Compliance and Disclosure Interpretations (the “Rule 13e-3 C&DIs”), Aptose determined that the
proposed transaction does not constitute a “Rule 13e-3 transaction” within the meaning of Rule 13e-3 because the Purchaser (defined below) is not an
“affiliate” of the Company within the meaning of Rule 13e-3.

 U.S. Securities and Exchange Commission
 December 18, 2025 Page
 2

 Overview
 A “Rule 13e-3 transaction” is defined as including, among other things, (i) a purchase
(including any acquisition pursuant to a merger) of any equity security by the issuer of such security or by an affiliate of such issuer, or (ii) a solicitation subject to Regulation 14A of any proxy, consent or authorization of, any equity
security holder by the issuer of the class of securities or by an affiliate of such issuer, in connection with a merger, consolidation, reclassification, recapitalization, reorganization or similar corporate transaction of an issuer or between an
issuer (or its subsidiaries) and its affiliate, which, in either case, has a reasonable likelihood or the purpose of producing, either directly or indirectly, any of the effects described in Rule
 13e-3(a)(3)(ii), including, among other things, causing any class of equity securities of the issuer that is subject to Section 12(g) or Section 15(d) of the Exchange Act to become eligible for
termination of registration, or causing any class of equity securities of the issuer that is listed on a national securities exchange to no longer be listed on such exchange.
 An “affiliate” of an issuer is defined in Rule 13e-3(a)(1) as “a person that directly
or indirectly through one or more intermediaries controls, is controlled by, or is under common control with such issuer.” Rule 12b-2 under the Exchange Act defines “control” to mean
“the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.” Under this definition and the
Division’s related guidance, the determination of “control,” which is fundamental to the concept of “affiliate” as defined in Rule 13e-3(a)(1), is dependent upon specific facts
and circumstances. Importance of the Company’s Program and Development activities
 Aptose does not market or commercialize any product today; its business is centered on research and clinical development activities, such that
its lead development programs are core to the Company’s business and prospects. Accordingly, continued funding and strategic support are important to sustaining those programs.
 Applicability of Rule 13e-3
 The Company acknowledges that, upon the consummation of the transaction described in the Preliminary Proxy, Aptose’s common shares will
be deregistered under the Exchange Act, and accordingly, the transaction will result in the effects described in Rule 13e-3(a)(3)(ii). The Company further acknowledges that on November 18, 2025, when
Aptose entered into that certain Arrangement Agreement (the “Arrangement Agreement”) with Hanmi Pharmaceutical Co. Ltd. (“Parent”) and HS North America Ltd. (“Purchaser”), a wholly-owned subsidiary of
Parent, which provides for the acquisition of Aptose by Purchaser, Parent owned 19.9% of Aptose’s outstanding common shares. Parent is also a lender to Aptose pursuant to that certain Amended Facility Agreement, dated as of September 22,
2025, in an aggregate amount of $11,900,000, which amended and restated that certain 2025 Facility Agreement, dated as of June 18, 2025, in the original principal amount of $8,500,000. Importantly, Aptose and Parent initially entered into a
financing transaction in August 2024 for $10,000,000. At that time, Aptose’s share price was $11.70 per share, and it could have received a competitive loan from other sources. Today, however, the transaction contemplated by the Arrangement
Agreement is likely the only option to preserve value for Aptose’s stockholders. The Parent’s relationship with Aptose developed over time through successive financing arrangements that were targeted to support Aptose’s ongoing
development programs—in other words, these arrangements have a clear, financially-related business purpose but do not given Parent or Purchaser control or influence over the Company.

 U.S. Securities and Exchange Commission
 December 18, 2025 Page
 3

 Further, with Aptose’s current economic situation and given the express terms of the
Arrangement Agreement, this transaction is almost certainly the only option to preserve value for the shareholders. The Arrangement Agreement itself contemplates that, should the acquisition by Purchaser contemplated therein not proceed by virtue of
the failure to obtain shareholder approval, among other things, the Company will immediately and without delay initiate a sales and solicitation process under the Companies’ Creditors Arrangement Act (Canada) pursuant to which the
Parent will be a stalking horse bidder to acquire the Company’s assets and business by way of credit bid of a portion of its outstanding indebtedness. In such a scenario it is highly unlikely that shareholders will receive any consideration.
 Bearing in mind the foregoing and for the reasons set forth below, the Company respectfully submits that the transaction contemplated by
the Arrangement Agreement and described in the Preliminary Proxy does not constitute a Rule 13e-3 transaction and that, consequently, none of the Company, Parent, Purchaser or any other person is obligated to
make any disclosure on Schedule 13E-3 in connection with the Arrangement Agreement. Parent
and Purchaser are not Affiliates of the Company . The Division has explained, in its Interpretive Release Relating to Going Private Transactions under Rule 13e-3 (Release No. 34-17719, April 13, 1981) (the “ Interpretive Release ”), that the existence of a control relationship for purposes of Rule 13e-3 “does
not turn solely upon the ownership of any specific percentage of securities. Rather, the question is whether there is the ability, directly or indirectly, to direct or cause the direction of the management and policies” of the issuer. The
transaction was negotiated on an arm’s-length basis, without any input or influence from either Parent or Purchaser on the Company, its officers or directors. Specifically, Parent and Purchaser do not
have sufficient stock ownership, any representation on the Board of Directors, any relationships with the Company’s management or any other contractual relationships that would afford Parent and/or Purchaser the requisite ability to direct or
control the Company’s management or policies so as to render either of them an “affiliate” within the meaning of Rule 13e-3. Further, the transaction contemplated by the Arrangement Agreement
is supported by both a fairness opinion and a formal valuation of the common shares of Aptose prepared by an independent valuator, Locust Walk Securities, LLC (“Locust Walk”). The fairness opinion provides that, subject to the
assumptions, limitations and qualifications set forth therein, in the opinion of Locust Walk the consideration to be received by shareholders, other than Parent and Purchaser, is fair, from a financial point of view, to such shareholders. The
transaction is also subject to two levels of shareholder approval pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holder s in Special
Transactions (“MI 61-101”) of the Canadian Securities Administrators,

 U.S. Securities and Exchange Commission
 December 18, 2025 Page
 4

consisting of (1) approval by the affirmative vote of at least two thirds (662/3%) of the votes cast by all shareholders (including Parent); and (2) approval by the affirmative vote of
a majority of the votes cast by all shareholders (excluding Parent and its affiliates) (the “Majority of the Minority Approval”). Finally, the transaction is subject to court approval, which approval will be based on the court’s
assessment of the “fairness and reasonableness” of the transaction. As a result of the foregoing, and in particular the
exclusion of the Parent and Purchaser’s votes from the Majority of the Minority Approval for the transaction, they have a limited ability to influence the approval of the transaction and thereby direct the “management and policies”
of the Company in respect of the transaction and to which the Interpretive Release is directed. Stock Ownership Alone is not
Dispositive . At the time of the execution of the Arrangement Agreement, Parent held approximately 19.9% of Aptose’s outstanding common shares. While not insignificant, this ownership level alone is not sufficient to enable
Parent to act unilaterally; elect or remove any directors; take any action by written consent; amend the Company’s organizational documents; approve any extraordinary transaction involving the Company; or otherwise direct or cause the Company
to take any action. Without significant additional influence over the management and policies of Aptose, Parent’s ownership interest was not sufficient to give it the ability to direct or cause Aptose to enter into the Arrangement Agreement
or, more broadly, to make it an affiliate of Aptose for purposes of Rule 13e-3. Further, given the procedural safeguards imposed by Canadian securities law by virtue of, among other things, the Majority of the
Minority Approval of the transaction, Parent’s ownership interest is definitively not sufficient to approve the transaction contemplated by the Arrangement Agreement. That determination is entirely in the hands of other shareholders, who must
approve of the transaction by a simple majority. This further strengthens the argument that Parent is not an affiliate of Aptose. Notably,
in numerous instances over the 40 years following publication of the Interpretive Release, courts, the Division and the Staff have not required that a Schedule 13E-3 be filed for transactions involving
stockholders with stakes of similar (or greater) size than that held by Parent. 1

 1
 See, e.g. , Woodward & Lothrop, Inc. v. Schnabel , 593 F. Supp. 1385,
1394 (D.D.C. 1984) (stockholder was not an “affiliate” within the meaning of Rule 13e-3 despite holding approximately 32% of outstanding shares because target board was not controlled by
stockholder); Ranco Incorporated, SEC No-Action Letter (May 1, 1987) (no-action relief from Rule 13e-3 granted despite
acquiror holding 14% of outstanding securities). In addition, the Staff has regularly not required a Schedule 13E-3 even where persons hold or potentially hold a 10% or greater stake in an issuer, including
(i) in its review of the Preliminary Proxy Statement on Schedule 14A of Vitamin Shoppe, Inc. filed on September 30, 2019 (File No. 001-34507), where the acquiror was not required to file a
Schedule 13E-3, even though the acquiror held 14.9% of the outstanding shares of the target and had an independent, non-employee designee on the target board;
(ii) in its review of the Schedule 14A filed by Vivint Solar, Inc. on December 22, 2015 (File No. 001-36642), where Vivint was not required to file a Schedule
 13E-3 after review, even though controlling stockholders of Vivint could potentially hold up to a 20% interest in the acquiror; (iii) in its review of the Schedule
 TO-T filed by Alamos Gold Inc. on January 14, 2013, as amended (File No. 005-78794), where Alamos was not required to file a Schedule 13E-3 even though Alamos held 16% of the outstanding shares of the target; (iv) in its review of the Schedule 14D-1F filed by WWE Equity Holdings Inc. and Brookfield
Renewable Energy Partners L.P. on November 26, 2012 (File No. 005-81701), where Brookfield was not required to file a Schedule 13E-3 even though Brookfield
held 16.4% of the shares in the target; (v) in its review of the Schedule TO-T filed by Pfizer, Inc. and Eclipse Acquisition Corp. on August 3, 2011 (File
 No. 005-81358), where Pfizer was not required to file a Schedule 13E-3 even though Pfizer held a 14% interest in the target (that subsequently increased to 18% as a
result of entering into tender and voting agreements with the target’s stockholders); and (vi) in its review of the Schedule TO-T filed by Johnson & Johnson and JJC Acquisition Company B.V.
on November 12, 2010 (File No. 005-51066), where Johnson & Johnson was not required to file a Schedule 13E-3 even though Johnson & Johnson
indirectly held 17.9% of the target’s outstanding share capital.

 U.S. Securities and Exchange Commission
 December 18, 2025 Page
 5

 Absence of Board Representation . At the time of the execution of the
Arrangement Agreement, Parent did not and does not have any representation on the Company’s Board of Directors or representation on any committees of the Board of Directors. Further, Parent has never had any representation on the
Company’s Board of Directors, nor has it ever had board observer rights. Absence of Any Special Relationship . Parent
does not have any relationship with management of the Company which would provide it with any influence over the operations or management of the Company or could influence the Board of Directors’ decisions. Although Parent has the right to
nominate one or more individuals to be placed in positions within the Company in applicable areas based on each nominee’s skills, education and experience, Parent has never exercised this right. Furthermore, any nominee appointed under
such right would be more akin to an employee than senior management, and the nominee’s role would be limited to involvement with the product that Aptose and Parent are co-developing.
 In its prior guidance, including in Sections 201.01, 201.05 and 201.06 of the Rule 13e-3 C&DIs, the
Division has indicated that an important consideration in any Rule 13e-3 analysis is the continuity of management of the target company post-transaction. According to Section 201.01, factors that should
be considered when determining whether Rule 13e-3 obligations apply to a particular transaction include “increases in consideration to be received by management, alterations in management’s
executive agreements favorable to such management executive, the equity participation of management in the acquiror, and the representation of management on the board of the acquiror.” Additionally, as set forth in Section 201.05 of the
Rule 13e-3 C&DIs, an important element of the Rule 13e-3 analysis is whether “the issuer’s management ultimately would hold a material amount of the
survivin

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 28, 2025

William Rice
Chief Executive Officer
Aptose Biosciences Inc.
12770 High Bluff Drive, Unit 120
San Diego, CA 92130

 Re: Aptose Biosciences Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed April 23, 2025
 File No. 001-32001
Dear William Rice:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
cc: Daniel M. Miller, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

CORRESP

 November 19, 2024

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Jimmy McNamara

Re:
 Aptose Biosciences Inc.

Registration Statement on Form S-1

File No. 333-281201

Ladies and Gentlemen:

 In accordance with Rule
461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), A.G.P./ALLIANCE GLOBAL PARTNERS, as Sole Placement Agent, hereby joins Aptose Biosciences Inc. (the “Company”) in
requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1, as amended (the “Registration Statement”), to become effective as of
5:00 p.m., Eastern Time, on November, 20, 2024, or as soon thereafter as is practicable, or at such other time as the Company or its outside counsel, Dorsey & Whitney LLP, request by telephone that such Registration Statement be declared
effective.

 Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that copies of the
Preliminary Prospectus, dated October 31, 2024, are expected to be distributed to prospective dealers, institutional investors, retail investors and others as appears to be reasonable to secure adequate distribution of the Preliminary
Prospectus.

 The Placement Agent is aware of its obligations under, and confirm that it is complying with, the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, including the delivery requirement contained in such Rule.

Very truly yours,

A.G.P./ALLIANCE GLOBAL PARTNERS

By:

/s/ Thomas J. Higgins

Name:

Thomas J. Higgins

Title:

Managing Director

CORRESP
1
filename1.htm

CORRESP

 Aptose Biosciences, Inc.

66 Wellington Street West, Suite 5300

TD Bank Tower Box 48

Toronto, Ontario, Canada

November 19, 2024

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F. Street, N.E.

 Washington, D.C.
20549

 Attention: Jimmy McNamara

 Re: Aptose Biosciences
Inc. – Registration Statement on Form S-1 (File No. 333-281201)

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (File
No. 333-281201), as amended (the “Registration Statement”), of Aptose Biosciences Inc. We respectfully request that the Registration Statement become effective as of 5:00 p.m., Eastern Time, on
November 20, 2024, or as soon thereafter as is reasonably practicable. Once the Registration Statement has been declared effective, please confirm orally that event with our counsel, Dorsey & Whitney LLP, by calling Dan Miller at (604)
630-5199.

 Very truly yours,

 Aptose Biosciences Inc.

 By:

 /s/ William G. Rice

 Name:

 William G. Rice

 Title:

 Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

 DANIEL M. MILLER

 Partner

(604) 630-5199

FAX (604) 687-8504

miller.dan@dorsey.com

 October 30, 2024

 Division of
Corporation Finance

 Office of Life Sciences

 U.S. Securities
and Exchange Commission

 100 F Street N.E.

 Washington, D.C.
20549

 Attention: Jimmy McNamara and Joe McCann 

Re:
 Aptose Biosciences Inc.

Registration Statement on Form S-1

Filed August 2, 2024

File No. 333-281201

Dear Sirs and Mesdames:

 On behalf of our client, Aptose
Biosciences Inc. (the “Company”), and pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder, we transmit for your review the Company’s response to the Staff’s letter of
comment, dated August 2, 2024 (the “Comment Letter”), in respect of the above noted filing. The Company’s response below is keyed to the heading and comment number contained in the Comment Letter.

Registration Statement on Form S-1

Cover Page

1.
 Please revise your cover page to disclose the date your best efforts offering will terminate. Refer to Item
501(b)(8)(iii) of Regulation S-K for guidance.

 The requested disclosure has
been provided on the cover page of the prospectus.

 *   *   *

 U.S. Securities and Exchange Commission

October 30, 2024

  Page
 2

 Should you have further comments or require further information, or if any questions should arise in
connection with this submission, please call the undersigned at (604) 630-5199. You also may email me at miller.dan@dorsey.com or fax me at (604) 687-8504.

Yours truly,

/s/ Daniel M. Miller

cc:
 William G. Rice

Fletcher Payne

Aptose Biosciences Inc.

August 2, 2024
William G. Rice
Chief Executive Officer
Aptose Biosciences Inc.
Unit 120
12770 High Bluff Drive
San Diego, California 92130
Re:Aptose Biosciences Inc.
Registration Statement on Form S-1
Filed August 2, 2024
File No. 333-281201
Dear William G. Rice:
            We have conducted a limited review of your registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe this comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.Please revise your cover page to disclose the date your best efforts offering will terminate.
Refer to Item 501(b)(8)(iii) of Regulation S-K for guidance.
            We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

August 2, 2024
Page 2
            Please contact Jimmy McNamara at 202-551-7349 or Joe McCann at 202-551-6262 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Dan Miller

CORRESP
1
filename1.htm

CORRESP

 Aptose Biosciences, Inc.

251 Consumers Road, Suite 1105

Toronto, Ontario, Canada M2J 4R3

January 24, 2024

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F. Street, N.E.

 Washington, D.C.
20549

 Attention: Jason Drory

Re:
 Aptose Biosciences Inc. – Registration Statement on Form S-1
(File No. 333-275870)

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
Registration Statement on Form S-1 (File No. 333-275870), as amended (the “Registration Statement”), of Aptose Biosciences Inc. We respectfully request
that the Registration Statement become effective as of 4:30 p.m., Eastern Time, on January 25, 2024, or as soon thereafter as is reasonably practicable. Once the Registration Statement has been declared effective, please confirm orally that
event with our counsel, Dorsey & Whitney LLP, by calling Dan Miller at (604) 630-5199.

Very truly yours,

Aptose Biosciences Inc.

By:

/s/ William G. Rice

Name:

William G. Rice

Title:

Chief Executive Officer

CORRESP
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CORRESP

 January 24, 2024

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 Aptose Biosciences Inc.

Registration Statement on Form S-1

File No. 333-275870

Request for Acceleration of Effective Date

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Act”), we, as underwriter for the above-referenced offering, hereby join in the request of Aptose Biosciences Inc. (the “Company”) for acceleration of the
effective date of the above-named Registration Statement so that it becomes effective at 4:30 PM, Eastern Time, on January 25, 2024, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel,
Dorsey & Whitney LLP, request by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460 under
the Act, please be advised that we will take reasonable steps to secure adequate distribution of the prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement.

We, the undersigned, as underwriter, have complied and will comply with the requirements of Rule
15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

NEWBRIDGE SECURITIES CORPORATION

By:

/s/ Chad D. Champion

Name:

Chad D. Champion

Title:

Senior Managing Director

United States securities and exchange commission logo
December 5, 2023
William Rice
Chief Executive Officer
Aptose Biosciences Inc.
251 Consumers Road, Suite 1105
Toronto, Ontario, Canada M2J 4R3
Re:Aptose Biosciences Inc.
Registration Statement on Form S-1
Filed December 4, 2023
File No. 333-275870
Dear William Rice:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Dan Miller

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Aptose Biosciences, Inc.

251 Consumers Road, Suite 1105

Toronto, Ontario, Canada M2J 4R3

June 28, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Dillon Hagius

Re: Aptose Biosciences, Inc. – Registration
Statement on Form S-1 (File No. 333-272752)

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form
S-1 (File No. 333-272752), as amended (the “Registration Statement”) of Aptose Biosciences, Inc. We respectfully request that
the Registration Statement become effective as of 5:00 p.m., Eastern Time, on June 30, 2023, or as soon thereafter as is reasonably practicable.
Once the Registration Statement has been declared effective, please confirm orally that event with our counsel, Dorsey & Whitney LLP,
by calling Dan Miller at (604) 630-5199.

    Very truly yours,

    Aptose Biosciences, Inc.

    By:
    /s/ William G. Rice

    Name:
    William G. Rice

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
June 26, 2023
William Rice
Chief Executive Officer
Aptose Biosciences Inc.
251 Consumers Road, Suite 1105
Toronto, Ontario, Canada M2J 4R3
Re:Aptose Biosciences Inc.
Registration Statement on Form S-1
Filed June 20, 2023
File No. 333-272752
Dear William Rice:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dillon Hagius at 202-551-7967 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel Miller

CORRESP
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October 19, 2022

VIA EDGAR

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549-7010

USA

  Re:
  Aptose Biosciences Inc.

  Registration Statement on Form S-3

  Filed October 11, 2022

  File No. 333- 267801

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Aptose
Biosciences Inc. (the “Company”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”)
accelerate the effective date of the above-referenced Registration Statement (the “Registration Statement”) to October 21,
2022 at 5:00 p.m. (Eastern) or as soon thereafter as is practicable.

The Company also requests the Commission confirm the effective date and
time of the Registration Statement in writing.

    APTOSE BIOSCIENCES INC.

    By:
    /s/ Fletcher Payne

    Name:
    Fletcher Payne

    Title
    Senior Vice President & Chief Financial Officer

United States securities and exchange commission logo
October 19, 2022
Fletcher Payne
Chief Financial Officer
Aptose Biosciences Inc.
251 Consumer Road, Suite 1105
Toronto, Ontario, Canada M2J 4R3
Re:Aptose Biosciences Inc.
Registration Statement on Form S-3
Filed October 11, 2022
File No. 333-267801
Dear Fletcher Payne:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel Miller, Esq.

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    [LETTERHEAD OF APTOSE BIOSCIENCES INC.]

    January 7, 2020

            VIA EDGAR

            Securities and Exchange Commission

            100 F Street N.E.

            Washington, D.C.  20549-7010

            USA

    Re:         Aptose
        Biosciences Inc.

    Registration Statement on Form S-3

    Filed December 27, 2019

    File No. 333-235730

    Pursuant to Rule 461(a) under the Securities Act of 1933, as amended (the “Securities Act”), Aptose Biosciences Inc.
      (the “Company”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement (the “Registration Statement”) to January 9, 2020 at 4:00 p.m.
      (Eastern) or as soon thereafter as is practicable.

    The Company also requests the Commission confirm the effective date and time of the Registration Statement in writing.

    APTOSE BIOSCIENCES INC.

    By                      /s/ Gregory K. Chow

            Name:

              Gregory K. Chow

              Title:

                Executive Vice President & Chief Financial Officer

January 6, 2020
Gregory K. Chow
Chief Financial Officer
Aptose Biosciences Inc.
251 Consumers Road, Suite 1105
Toronto, Ontario, Canada M2J 4R3
Re:Aptose Biosciences Inc.
Registration Statement on Form S-3
Filed December 27, 2019
File No. 333-235730
Dear Mr. Chow:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel M. Miller, Esq.

CORRESP
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April 23, 2019

    Via EDGAR

        Securities and Exchange Commission

        100 F Street N.E.

        Washington, D.C. 20549-7010

        USA

Re:  Aptose Biosciences Inc.

Registration Statement on Form S-3

Filed March 12, 2019, as amended

File No. 333-230218

Pursuant to Rule 461(a) under the Securities Act of 1933, as amended
(the “Securities Act”), Aptose Biosciences Inc. (the “Company”) hereby respectfully requests that the Securities
and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement
(the “Registration Statement”) to April 25, 2019 at 4:00 p.m. (Eastern) or as soon thereafter as is practicable.

The Company also requests the Commission confirm the effective date
and time of the Registration Statement in writing.

    APTOSE BIOSCIENCES INC.

    By

    /s/ Gregory K. Chow

    Name:
    Gregory K. Chow

    Title:
    Senior Vice President & Chief

 Financial
Officer

April 12, 2019
Gregory Chow
Senior Vice President and Chief Financial Officer
Aptose Biosciences Inc.
251 Consumers Road, Suite 1105
Toronto, Ontario, Canada M2J 4R3
Re:Aptose Biosciences Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 12, 2019
File No. 001-32001
Dear Mr. Chow:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

CORRESP
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        Daniel M. Miller

        Partner

        (604) 630-5199

        FAX (604) 687-8504

        miller.dan@dorsey.com

April 9, 2019

Division of Corporation Finance

U.S. Securities and Exchange
Commission

100 F Street N.E.

Washington, D.C. 20549

USA

    Attention:
    Jim B. Rosenberg, Senior Assistant Chief

Accountant, Office of Healthcare and

Insurance

    Re:
    Aptose Biosciences Inc.

Form 10-K for the Fiscal Year Ended December 31, 2018

Filed March 12, 2019

File No.
001-32001

Dear Sirs and Mesdames:

On behalf of our client, Aptose Biosciences Inc. (the “Company”), and pursuant
to the Securities Exchange Act of 1934, as amended (the “Act”), and the rules and regulations thereunder, we transmit
for your review the Company’s response, as we have been informed by the Company, to the Staff’s letter of comment,
dated April 3, 2019 (the “Comment Letter”), in respect of the above noted filing. The Company’s response below
is keyed to the heading and comment number contained in the Comment Letter.

Form 10-K for the Fiscal Year Ended December 31, 2018

Item 9A. Controls and Procedures, page 44

 1. Please revise to include the disclosures required by Item 307 of Regulation S-K. Please also tell us how the omission of
these required disclosures impacts your conclusion with respect to the effectiveness of disclosure controls and procedures as of
December 31, 2018.

The Company proposes to include the following disclosure in an amendment to
the Form 10-K:.

“As of the end of our fiscal year ended December 31, 2018, an evaluation
of the effectiveness of our “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e)
under the United States Securities Exchange Act of 1934) was carried out by our management, with the participation of our principal
executive officer and principal financial officer. Based upon that evaluation, our principal executive officer and principal financial
officer have concluded that as of the end of that fiscal year, our disclosure controls and procedures are effective to ensure that
information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed,
summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) accumulated
and communicated to our management, including our principal executive officer and principal financial officers, to allow timely
decisions regarding required disclosure.

U.S. Securities and Exchange Commission

April 9, 2019

Page 2

It should be noted that while our principal executive officer and principal financial
officer believe that our disclosure controls and procedures provide a reasonable level of assurance that they are effective, they
do not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors
or fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that
the objectives of the control system are met.”

The Company respectfully advises the Staff that the omission of the above disclosure
does not affect the Company’s management’s conclusion with respect to the effectiveness of the Company’s disclosure
controls and procedures as of December 31, 2018, as the Company has determined that the omission of such disclosure was not related
to the failure of any controls but was rather the result of the inadvertent deletion of the disclosure from a near-final version
of the Form 10-K.

As of January 1, 2019, the Company became a “domestic issuer” for
purposes of its reporting under the Securities Exchange Act of 1934. As a result, the Company was required for the first time to
prepare its annual report on Form 10-K. The omitted disclosure regarding disclosure controls and procedures was included in most
drafts of the Form 10-K. However, in the course of making the edits necessary to finalize the Form 10-K, the above disclosure was
accidentally deleted while the related disclosure about internal control over financial reporting was being revised.

The Company also respectfully notes that it has always previously included
the required disclosure about disclosure controls and procedures in its annual reports filed with the Commission, thus further
demonstrating the Company’s belief that the failure to include such disclosure in the current Form 10-K was the result of an unfortunate accident
rather than a failure in the effectiveness of its disclosure controls and procedures.

U.S. Securities and Exchange Commission

April 9, 2019

Page 3

*      *
      *

Should you have further comments or require further information, or if any questions
should arise in connection with this submission, please call the undersigned at (604) 630-5199. You also may email me at miller.dan@dorsey.com
or fax me at (604) 687-8504.

    Yours truly,

                           /s/ Daniel M. Miller

                           Daniel M. Miller

    cc:
    Gregory Chow

    Aptose Biosciences Inc.

April 3, 2019
Gregory Chow
Senior Vice President and Chief Financial Officer
Aptose Biosciences Inc.
251 Consumers Road, Suite 1105
Toronto, Ontario, Canada M2J 4R3
Re:Aptose Biosciences Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 12, 2019
File No. 001-32001
Dear Mr. Chow:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2018
Item 9A. Controls and Procedures, page 44
1.Please revise to include the disclosures required by Item 307 of Regulation S-K.  Please
also tell us how the omission of these required disclosures impacts your conclusion with
respect to the effectiveness of disclosure controls and procedures as of December 31,
2018.

 FirstName LastNameGregory Chow
 Comapany NameAptose Biosciences Inc.
 April 3, 2019 Page 2
 FirstName LastName
Gregory Chow
Aptose Biosciences Inc.
April 3, 2019
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Mary Mast at (202) 551-3613 or Angela Connell at (202) 551-
3426 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

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CORRESP

 December 19, 2017

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

Re:
Aptose Biosciences Inc. (the “Company”)

 Registration Statement on Form F-1 (File No. 333-221783)

 Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned respectfully
requests that the effective date of the above-referenced registration statement be accelerated so that the same will become effective on December 21, 2017 at 5 PM EST, or soon thereafter as is practicable.

Very truly yours,

Aptose Biosciences Inc.

By:

/s/ William G. Rice

 Name:

 Title:

 William G. Rice, Ph.D.

Chairman, President and Chief Executive Officer

 cc: Daniel M. Miller (Dorsey & Whitney LLP)

December 6, 2017
William G. Rice
Chief Executive Officer
Aptose Biosciences Inc.
5955 Airport Road, Suite 228
Mississauga, Ontario L4V 1R9
Canada
Aptose Biosciences Inc.
Registration Statement on Form F-1
Filed November 28, 2017
File No. 333-221783Re:
Dear Dr. Rice:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Daniel M. Miller, Esq.

February 19, 2013

Via E -mail
Elizabeth Williams
Director of Finance
Lorus Therapeutics Inc.
2 Meridian Road
Toronto, Ontario M9W 4Z7
Canada

Re: Lorus Therapeutics Inc.
 Form 20-F
Filed September 28, 2012
File No. 001 -32001

Dear Ms. Williams :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are res ponsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jennifer Riegel for

Jeffrey P. R iedler
Assistant Director

cc: Via E -mail
 Dan Miller
 Dorsey & Whitney LLP

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DANIEL D. NAUTH

(416) 367-7377

FAX (416) 367-7371

nauth.daniel@dorsey.com

February 11, 2013

Jennifer Riegel, Special Counsel

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

Responses to the Securities and Exchange Commission

Staff Comments dated January 29, 2013, regarding

Lorus Therapeutics Inc., Form 20-F

Filed September 28, 2012

File No. 001-32001

Dear Ms. Riegel:

On behalf of our client Lorus Therapeutics Inc. (the “Company”), we are transmitting for your review the Company’s response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission set forth in the January 29, 2013 letter (the “Comment Letter”) regarding the above-referenced annual report on Form 20-F (the “Annual Report”).  For your convenience, the Staff’s comment is included below and we have numbered our response accordingly.

To facilitate the Staff’s review, we have included in this letter the caption and numbered comment from the Comment Letter in bold text and have provided the Company’s response immediately following the numbered comment.

Our response is as follows:

Item 4.B Business Overview, page 18

License Agreement, page 21

Staff Comment:

1.

Please provide proposed draft disclosure for inclusion in future filings that expands your disclosure with respect to your license agreement with Genentech to disclose the amounts paid to date, aggregate potential milestone payments and a percentage point range (not to exceed ten percentage points) within which the applicable royalty rate falls.  Please also disclose the term of the agreement and any termination provisions.

February 11, 2013

Page 2

Lorus Therapeutics Inc.’s Response:

The Company intends to include disclosure in future filings in substantially the form presented below:

The Company holds a non-exclusive license from Genentech to certain patent rights to develop and sub-license a certain polypeptide.  In consideration of the license the Company paid an upfront amount and could be required to pay additional milestones and royalties on sales. The initial amount paid upfront was a one time non-creditable, non-refundable fee which was immaterial to the Company. The aggregate milestone payments under the agreement total $2,325,000.  Additionally, the Company is obligated to make royalty payments after the first commercial sale of the polypeptide within a range of 1% - 5% on a country by country basis on an aggregate worldwide scale of net sales.    The Company does not expect to make any milestone or royalty payments under this agreement in fiscal years ended May 31, 2013 or 2014, and cannot reasonably predict when such royalties will become payable, if at all.  The agreement will terminate upon the expiration of the last patent, which is expected to be in 2020.  The agreement may be terminated (i) by the Company for any reason upon  60 days prior written notice to Genentech or (ii) by Genentech for any material breach of the agreement by the Company, provided that the Company has the option to cure such breach within 30 days following written notice by Genentech.

* * * * *

Lorus Therapeutics Inc. hereby acknowledges that:

●

Lorus Therapeutics Inc. is responsible for the adequacy and accuracy of the disclosure in the filing.

●

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing.

●

As always, should you have further comments or require further information, or if any questions should arise in connection with this submission, please call the undersigned at (416) 367-7377.  You also may email me at nauth.daniel@dorsey.com or fax me at (416) 367-7371.

Yours truly,

/s/ Daniel D. Nauth

Daniel D. Nauth

cc:           Elizabeth Williams, Director of Finance – Lorus Therapeutics Inc.

January 29, 2013

Via E -mail
Elizabeth Williams
Director of Finance
Lorus Therapeutics Inc.
2 Meridian Road
Toronto, Ontario M9W 4Z7
Canada

Re: Lorus Therapeutics Inc.
 Form 20-F
Filed September 28, 2012
File No. 001 -32001

Dear Ms. Williams :

We have reviewed your filing an d have the following comment.

Please respond to this let ter within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comment applies  to your facts and circumstances , please tell us why in your
response.

After reviewing the information you provide in response to our comment, we may have
additional comments.

Item 4.B Business Overview, page 18
License Agreements, page 21

1. Please provide proposed draft disclosure for inclusion in future filings that expands
your disclosure with respect to your license agr eement with Genentech to disclose the
amounts paid to date, aggregate potential milestone payments and a percentage point
range (not to exceed ten percentage points) within which the applicable royalty rate
falls.  Please also disclose the term of the agre ement and any termination provisions.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Excha nge Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Eliza beth Williams
Lorus Therapeutics Inc.
January 29, 2013
Page 2

  In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commissi on from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Karen Ubell, Staff Attorney, at (202) 551 -3873, Jennifer Riegel, Special
Counsel, at (202) 551 -3575 or me at (202) 551 -3715  with any questions.

Sincerely,

 /s/ Jennifer Riegel for

Jeffrey P. R iedler
Assistant Director

cc: Via E -mail
 Dan Miller
 Dorsey & Whitney LLP

Via Facsimile and U.S. Mail
Mail Stop 4720

         March 22, 2010

Elizabeth Williams
Director of Finance and Ac ting Chief Financial Officer
Lorus Therapeutics Inc. 2 Meridian Road
Toronto, Ontario, Canada
M9W 4Z7

Re: Lorus Therapeutics Inc.
Form 20-F for the Fiscal Year Ended May 31, 2009
Filed November 30, 2009
 File Number:  001-32001

Dear Ms. Williams:

  We have completed our review of your Form 20-F and have no further comments
at this time.            S i n c e r e l y ,
Joel Parker
        A c c o u n t i n g  B r a n c h  C h i e f

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Committed to Quality for Life

March 18, 2010

VIA EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:

Comment Letter, dated February 18, 2010 related to

Form 20-F for fiscal year ended May 31, 2009

File No. 001-32001

Dear Sirs/Mesdames:

Pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, we enclose our  responses to the Staff’s letter of comments, dated February 18, 2010 (the “Comment Letter”), with respect to Lorus Therapeutics Inc.’s (the “Company”)
Form 20-F for the fiscal year ended May 31, 2009 originally filed on November 30, 2009 (“Form 20-F”). Responses are keyed to the headings and comment numbers contained in the Comment Letter.

Comment 1

Item 18. Financial Statements

1.

Basis of Presentation

(b)

Reorganization, page F-8

1.

Please tell us why the continuity of interest method is appropriate for U.S. GAAP given that $8.5 million of cash was exchanged in the transaction.  Also please tell us why it was appropriate under U.S. GAAP to record a $6.3 million gain in the reorganization.  Refer also to your disclosure in “Gain on sale of shares” and “Plan of Arrangement and corporate
reorganization on pages 45 and 46.

Our response to the above question is provided in Appendix 1 to this letter.

In reference to the comments provided by the Commission, the Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Mark Preston, Acting Controller, or the undersigned if you have any questions about the contents of this letter.

Yours truly,

/s/ Aiping Young

Aiping Young

President & CEO

Enclosure

cc:

Elizabeth Williams, Lorus Therapeutics Inc.

Daniel M. Miller, Dorsey & Whitney LLP

Anin Basu, KPMG LLP

Lorus Therapeutics Inc. 2 Meridian Road, Toronto, ON Canada M9W 4Z7 T. 416.798.1200 F. 416.798.2200 www.lorusthera.com

Committed to Quality for Life

APPENDIX 1

The purpose of the Arrangement completed by the Company in July 2007 was to transfer certain income tax attributes the Company had to an unrelated third party for cash proceeds of $8.5 million.  This transaction was achieved in two key steps: (A) Internal reorganization, resulting in the formation of
New Lorus (as described below), which became the parent company carrying on the business previously carried on by Old Lorus (as described below), and (B) sale of the shares of Old Lorus to an unrelated third party in an arm’s length transaction.

A: Internal reorganization resulting in the formation of New Lorus and continuation of the business and operations of Old Lorus

On July 10, 2007 (the “Arrangement Date”), the Company (or “New Lorus”) and Old Lorus (Lorus Therapeutics Inc. prior to the Arrangement Date) completed a plan of arrangement.  As part of the Arrangement, all of the assets and liabilities of Old Lorus (including all of the shares
of its subsidiaries held by it), with the exception of certain future tax assets were transferred, from Old Lorus to New Lorus.  Security holders in Old Lorus, which included shareholders, option holders, and the holder of the secured convertible debentures, exchanged their securities in Old Lorus for identical securities in New Lorus.  New Lorus at that time obtained substitutional listings of its common shares on both the Toronto Stock Exchange and the American Stock Exchange.  As
a result of these steps, Old Lorus became a wholly owned subsidiary of New Lorus, and all of the shares of New Lorus were held by the former shareholders of Old Lorus in the same numbers and proportions as they had held shares of Old Lorus.

As part of the Arrangement, New Lorus changed its name to Lorus Therapeutics Inc. and continued as a biopharmaceutical company, specializing in the research and development of pharmaceutical products and technologies for the management of cancer as a continuation of the business of Old Lorus.

New Lorus believes that continuity of interest or “carryover basis” accounting is appropriate based on the following:

1.

The transaction of transferring substantially all of the assets and liabilities of Old Lorus to New Lorus was between two companies under common control of the same shareholders.

2.

As a result of the Arrangement, there was no ultimate change in ownership of New Lorus before and after the Arrangement Date.  All shareholders of Old Lorus continued as shareholders of New Lorus in the same ownership percentages.  All holders of options exchangeable into shares of Old Lorus were issued the options with the same terms exchangeable into the same number of New Lorus shares

3.

The management team of Old Lorus continued as the management of New Lorus and the Board of Directors immediately preceding the Arrangement Date continued as the Board of directors of New Lorus.

4.

The Company continued to be listed, through a substitutional listing, on the Toronto Stock Exchange and the American Stock Exchange, with no change in the rights of entitlement of any of those shareholders who held shares in Old Lorus at the time of the exchange into shares of New Lorus.

In accordance with paragraph D 12 of SFAS 141, “Business Combinations”, when accounting for a transfer of assets or exchange of shares between entities under common control, the entity that receives the net assets or the equity interests shall initially recognize the assets and liabilities transferred
at their carrying amounts in the accounts of the transferring entity at the date of transfer.  The procedural guidance in paragraphs D 15 through D 17 also provide guidance that the financial statements of the entity receiving the net assets (New Lorus) should report the operations for the period in which the transaction occurs as though the transfer of net assets had occurred at the beginning of the period.

Therefore, as the business, management and operations of New Lorus was fundamentally unchanged and the rights and entitlement of the  shareholders and holder of the secured convertible debentures at the time were unchanged, New Lorus believes that the accounting for the financial statements of New Lorus
on a continuity of interest or on a carryover basis was appropriate as it  results in the most accurate depiction of the substance of the transaction for shareholders and other users of the financial statements  of New Lorus.

B: Sale of shares of Old Lorus by New Lorus to an unrelated third party for cash proceeds of $8.5 million

Under the steps of the Arrangement, the following transactions occurred that specifically related to the sale of shares of Old Lorus:

1.

At November 1, 2006, the Old Lorus established a wholly owned subsidiary, 6650309 Canada Inc. (New Lorus);

2.

At the Arrangement Date, Old Lorus was reorganized and the shareholders of Old Lorus exchanged their shares of Old Lorus for shares of New Lorus and  shares of the reorganized Old Lorus (which was now a shell company, with only certain future tax assets that had a full valuation allowance).

3.

New Lorus then sold all of its shares in Old Lorus to a third party in exchange for gross proceeds of $8.5 million in an arm’s length transaction.  Following the sale transaction, Old Lorus and New Lorus were not related or affiliated, and New Lorus had no further continuing interest in Old Lorus.

Therefore, on the sale of shares of Old Lorus by New Lorus to the third party, the Company recognized a gain of $6.3 million representing gross proceeds of $8.5 million, less costs of the transactions ($1.6 million) and an amount held in escrow ($0.6 million released in July 2008) aggregating to approximately $2.2
million.  As this transaction was between the Company and a third party for an agreed upon amount of cash, resulting in the disposition of the shares of the subsidiary (Old Lorus) which had certain income tax attributes, the gain arising from this transaction was recorded as a non-operating income, in a separate line in the statement of operations of New Lorus in the year ended May 31, 2008.

Lorus Therapeutics Inc. 2 Meridian Road, Toronto, ON Canada M9W 4Z7 T. 416.798.1200 F. 416.798.2200 www.lorusthera.com

CORRESP
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    corresp.htm

February 26, 2010

Securities and Exchange Commission

100 F Street, NE

Washington, D.C.

20549

Filed: EDGAR/CORRESP

Dear Sirs and Mesdames,

Re:              Comment Letter, dated February 18, 2010 related to Form
20-F for fiscal year ended May 31, 2009 (the “Comment Letter”) File No. 001-32001

Lorus Therapeutics Inc. hereby notifies the Securities and Exchange Commission that it currently expects to provide responses to the comments contained in the Comment Letter on or before March 19, 2010.

Sincerely,

/s/ Mark Preston

Mark Preston,

Acting Controller

Via Facsimile and U.S. Mail
Mail Stop 4720

         February 18, 2010

Elizabeth Williams
Director of Finance and Ac ting Chief Financial Officer
Lorus Therapeutics Inc.
2 Meridian Road
Toronto, Ontario, Canada
M9W 4Z7

Re: Lorus Therapeutics Inc.
Form 20-F for the Fiscal Year Ended May 31, 2009
Filed November 30, 2009
 File Number:  001-32001

Dear Ms. Williams:

We have reviewed your filing and have the following comment.  We have limited
our review to your financial statements a nd related disclosures and do not intend to
expand our review to other portions of your document.  In our comment, we ask you to
provide us with information to better understa nd your disclosures.  After reviewing the
information provided, we may raise additiona l comments and/or request that you amend
your filing.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comment or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Item 18.  Financial Statements
1.  Basis of Presentation
(b) Reorganization, page F-8
1. Please tell us why the continuity of inte rest method is appropriate for U.S. GAAP
given that $8.5 million of cash was exchange d in the transaction.  Also, please tell
us why it was appropriate under U.S. GAA P to record a $6.3 million gain in the
reorganization.  Refer also to your disclo sure in “Gain on sale of shares” and
“Plan of Arrangement and corporat e reorganization” on pages 45 and 46.

Elizabeth Williams
Lorus Therapeutics Inc.
February 18, 2010
Page 2
* * * *

 Please provide us the information request ed within 10 busine ss days or tell us
when you will provide us with a response.  Pl ease furnish a cover le tter with your response
that keys your response to our comment.  De tailed cover letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

 In connection with responding to our comment, please provide , in your letter, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.

Please contact Staci Shannon, Staff Account ant, at (202) 551-3374 or Mary Mast,
Review Accountant, at (202) 551-3613 if you have any questions regarding this
comment.  In this regard, do not hesi tate to contact me, at (202) 551-3679.

        S i n c e r e l y ,

        J i m  B .  R o s e n b e r g
Senior Assistant Chief
Accountant

Mail Stop 6010 Via Facsimile and U.S. Mail                                                                                                  January 4, 2008

Ms. Aiping H. Young President and Chief Executive Officer Lorus Therapeutics, Inc.  2 Meridian Road Toronto, Ontario, Canada M9W 4Z7
Re:      Lorus Therapeutics, Inc.
Form 20-F for fiscal year ended May 31, 2006
            File No. 001-32001
Dear Ms. Young:

We have completed our review of your Form 20-F and have no further comments
at this time.
       S i n c e r e l y ,
   Jim B. Rosenberg Senior Assistant Chief Accountant

CORRESP
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    loruscorres.htm

      November
        28, 2007

      Securities
        and Exchange Commission

      100F
        Street, NE

      Washington,
        DC 20549

      Attention:
        Frank Wyman

      Dear
        Sirs and Mesdames,

      Re:
        Comment Letter, dated March 30, 2007 related to

      Form
        20-F for fiscal year ended May 31, 2006

      File
        No. 001-32001

      Pursuant
        to the Securities Exchange Act of 1934, as amended, and the rules and
        regulations thereunder, we enclose our proposed response to the remaining
        comment outstanding from the Staff’s letter of comments, dated March 30, 2007
        (the “Comment Letter”), with respect to Lorus Therapeutics Inc.’s Form 20-F for
        the fiscal year ended May 31, 2006 originally filed on November 18, 2006
        (the
“Form 20-F”).  Lorus’ response to the remaining comment is included
        below, under the text of such comment.

      Comment
        7:

      Item
        17. Financial Statements

      Report
        of Independent Registered Public Accounting Firm, page
        F-2

      KPMG
        LLP states in their report that “we did not audit the consolidated financial
        statements of loss and deficit and cash flows for the period from inception
        on
        September 6, 1986 to May 31, 2006 in accordance with the standards of the
        Public
        Company Accounting Oversight Board (United States).”  Please note that
        an auditor’s association with the cumulative data is required on an annual basis
        as long as the registrant is in the development stage.  Please amend
        your filing to include a report from KPMG that states they have audited the
        consolidated financial statements of loss and deficit and cash flows for
        the
        period from inception on September 6, 1986 to May 31, 2006 in accordance
        with
        the standards of the Public Company Accounting Oversight
        Board.

      Further
        to discussions held by representatives of Lorus with a member of the Staff,
        Lorus confirms the following:

                1.

                Lorus
                  is unable to obtain the consent of its former auditors for the
                  use of
                  their auditors’ reports up to and including the 1994 year-end, which
                  affects the “cumulative amounts from inception” column in Lorus’ statement
                  of operations and Lorus’ reported cash flows in its consolidated financial
                  statements for the year ended May 31, 2007.  Furthermore, Lorus
                  is unable to label the “cumulative amounts from inception” column in the
                  financial statements as being “Unaudited”, as these amounts have been
                  audited in accordance with Canadian GAAS, as specifically stated
                  in the
                  independent auditors report to the shareholders, which report together
                  with the financial statements have been filed with the Ontario
                  Securities
                  Commission and were released to the shareholders in August
                  2007.

                2.

                Notwithstanding
                  the foregoing, Lorus’ auditors have informed Lorus that they do not expect
                  to make reference to the auditors’ report of Lorus’ former auditors in
                  connection with the audit of Lorus’ financial statements for the year
                  ending May 31, 2008 and later
                  periods.

                3.

                As
                  a result, given these unusual circumstances, it is Lorus’ understanding
                  that the Staff will not require the requested amendments to the
                  Form 20-F
                  with respect to KPMG’s independent auditors’ report to be made for the
                  purposes of the filing of the Form 20-F and other filings required
                  to be
                  made by Lorus pursuant to the Securities Exchange Act of 1934,
                  as
                  amended.

                4.

                Lorus
                  does not currently intend to make a registered offering of its
                  securities
                  under the Securities Act of 1933, as amended, but should Lorus
                  determine
                  to make such an offering that would require reference to the Lorus’
                  audited financial statements for the year ended May 31, 2007, Lorus
                  will,
                  prior to making such offering, discuss the offering with the
                  Staff.

      Change
        to the Independent Auditor’s report:

                1.

                Lorus
                  confirms that the sentence in the second paragraph of the auditor’s report
                  appearing in the Form 20-F for the year ended May 31, 2006 that
                  starts
                  with: “Those standards require that we plan…” will be amended in future
                  filings to specifically make reference to the
                  standards of the PCAOB and Canadian generally accepted auditing
                  standards.

      Please
        contact Mark Preston, Acting Controller if you have any questions regarding
        the
        content of this letter.

      Yours
        truly,

      /s/
        Mark Preston

      _____________________

      Mark
        Preston

      Acting
        Controller

      Cc:
Aiping
        Young, Lorus
        Therapeutics Inc.

      Elizabeth
        Williams, Lorus Therapeutics
        Inc.

      Dan
        Miller, Dorsey &
Whitney

CORRESP
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LORUS THERAPEUTICS INC.

2 MERIDIAN ROAD

TORONTO, ONTARIO

M9W 4Z7

June 13, 2007

VIA EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attention: Frank Wyman

            Re:

            Comment Letter, dated March 30, 2007 related to

Form 20-F for fiscal year ended May 31, 2006

File No. 001-32001

Dear Sirs/Mesdames:

Pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, we enclose our proposed responses  to the Staff’s letter of comments, dated March 30, 2007 (the “Comment Letter”), with respect to Lorus Therapeutics Inc.’s Form 20-F for the fiscal year ended May 31, 2006 originally filed on November 18, 2006 (“Form 20-F”). Responses are keyed to the headings and comment numbers contained in the Comment Letter.   .Where a comment would require an amendment to the Form 20-F, the proposed amendments are provided in Appendix A and are indicated by bold and underlined text..

.

Comment 1:

Form 20-F for fiscal year ended May 31, 2006

Item 5. Operating and Financial Review and Prospects

Management’s Discussion and Analysis of Financial Condition and Results of Operations

A. Operating Results

Critical Accounting Policies, page 32

You have identified drug development costs, stock based compensation, valuation allowance for future tax assets and valuation of long lived assets as critical accounting policies but appear to have omitted any further discussion of the associated uncertainties in applying these critical accounting policies and the likelihood that materially different amounts would be reported under different conditions or using different assumptions.  Please disclose the expected uncertainties in applying your critical accounting policies, the effect that changes in such estimates have had on your operating results and financial position for each period presented and the effect that reasonably likely changes in the key assumptions underlying these estimates as of the latest balance sheet may have on your financial position.  Refer to Section V of Financial Reporting Release No. 72 issued on December 29, 2003.
Please include a discussion of any differences between Canadian and U.S. GAAP regarding your critical accounting policies or estimates that are necessary for an understanding of the financial statements as a whole.  Please refer to SAE Topic 1:D.1.

The Corporation confirms its understanding of the Staff’s position and its disclosure obligations. The requested revisions to the Form 20-F are provided in Comment 1 of the Appendix A.

Comment 2:

Operating Results

Research and Development page 34

Please refer to the Division of Corporation Finance “Current Issues and Rulemaking Projects Quarterly Update” under section VIII – Industry Specific Issues – Accounting and Disclosure by Companies Engaged in Research and Development Activities.  You can find it at the following website address: http://www.scc.gov/divisions/corpfin/cfcrg032001.;htm#secviii.

Provide the following information for each of your major research and development projects:

            a.

            The costs incurred during each period presented and to date on the project;

            b.

            The nature timing and estimated costs of the efforts necessary to complete the project;

            c.

            The anticipated completion date for the project;

            d.

            The risks and uncertainties associated with completing development on schedule, and the consequences to operations, financial position and liquidity if the project is not completed timely; and,

            e.

            The period in which material net cash inflows from the project are expected to commence.

Regarding a., if you do not maintain any research and development costs by project disclose that fact and explain why management does not maintain and evaluate research and development costs by project.  Provide other quantitative or qualitative disclosure that indicates the amount of the company’s resources being used on the project.

Regarding b. and c. disclose the amount or range of estimated costs and timing to complete the phase in process and each future phase.  To the extent that information is not estimable, disclose those facts and circumstances indicating the uncertainties that preclude you from making a reasonable estimate.

The Corporation confirms its understanding of the Staff’s position and its disclosure obligations. The requested revisions to the Form 20-F are provided in Comment 2 of the Appendix A.

Comment 3:

You refer to NuChem Analog milestone obligations to be paid to Ion Pharmaceuticals and Cyclacel and royalties to be paid to the University of Manitoba and the University of Toronto.  Please disclose the following information related to these arrangements:

            a.

            Describe how your patents are used in the clinical development and commercialization activities for your lead product candidates.  In particular, describe how NuChem Analogs impact the clinical development of Virulizin and GTI-2040.

            b.

            Describe and quantify the “certain milestones” expected to be achieved in 2007 and 2008.

            c.

            Describe and quantify the terms governing royalty payments to these parties.

The Corporation confirms its understanding of the Staff’s position and its disclosure obligations. The requested revisions to the Form 20-F are provided in Comment 3 of the Appendix A.

Comment 4:

Please disclose the process for developing intellectual property under your collaborations with NCI, University of Toronto and Sumitomo and Koken, the specific rights to the resulting intellectual property to be held by you and the terms expected to govern each related license.  Quantify the amount and timing of royalties expected to be received under these agreements.

The Corporation confirms its understanding of the Staff’s position and its disclosure obligations. The requested revisions to the Form 20-F are provided in Comment 4 of the Appendix A.

Comment 5:

F. Tabular disclosure of contractual obligations, page 41

Your table of contractual obligations omits estimated funding obligations related to your license agreements and collaborations.  Please revise the table to include these obligations or explain to us why it is unnecessary.

The Corporation confirms its understanding of the Staff’s position and its disclosure obligations. The requested revisions to the Form 20-F are provided in Comment 5 of the Appendix A.

Comment 6:

Item 11. Qualitative and quantitative Disclosures about Market Risk

Your disclosures in Notes 13 and 15 to the consolidated financial statements do not appear to provide the disclosures about market risk required by Item 11 to Form 20-F.  Pleas disclose the information required by Item 11 in this section of the filing.

The Corporation confirms its understanding of the Staff’s position and its disclosure obligations. The requested revisions to the Form 20-F are provided in Comment 6 of the Appendix A.

Comment 7:

Item 17. Financial Statements

Report of Independent Registered Public Accounting Firm, page F-2

KPMG LLP states in their report that “we did not audit the consolidated financial statements of loss and deficit and cash flows for the period from inception on September 6, 1986 to May 31, 2006 in accordance with the standards of the Public Company Accounting Oversight Board (United States).”  Please note that an auditor’s association with the cumulative data is required on an annual basis as long as the registrant is in the development stage.  Please amend your filing to include a report from KPMG that states they have audited the consolidated financial statements of loss and deficit and cash flows for the period from inception on September 6, 1986 to May 31, 2006 in accordance with the standards of the Public Company Accounting Oversight Board.

The Corporation’s Auditors, KPMG LLP have advised that it, respectfully, can not comply with the above comments for the following reasons:

Prior to the filing of its fiscal 2006 annual report, Lorus was eligible to file its annual report on Form 40-F under the Multi-jurisdictional Disclosure System (“MJDS”) with the SEC.  As permitted under the MJDS, KPMG's

audits for the periods prior to May 31, 2006 were conducted only in accordance with Canadian generally accepted auditing standards (“Canadian GAAS).

In July 2006, the Company determined that it no longer met the criteria to file as a MJDS foreign private issuer on Form 40-F and therefore would prepare its 2006 annual report on Form 20-F.  Form 20-F requires that audits of registrants be conducted in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) effective with the release of PCAOB Standard No. 1 in May 2004 and prior to that, generally accepted auditing standards of the United States (“US GAAS”) (effective in 2000).

For Canadian regulatory purposes, KPMG LLP issued its auditors’ report prepared in accordance with Canadian GAAS, dated August 9, 2006, on the consolidated financial statements as at May 31, 2006 and 2005 and for each of the years in the three-year period ended May 31, 2006 and for the cumulative period from September 5, 1986 to May 31, 2006.   The period from inception on September 5, 1986 to May 31, 1994 was audited and reported on by other auditors.

For SEC reporting purposes, KPMG LLP has issued its report of independent registered public accounting firm prepared in accordance with the standards of the PCAOB, dated November 17, 2006, for each of the years in the three-year period ended May 31, 2006.  For the cumulative period from June 1, 1994 to May 31, 2006, KPMG did not conduct its audit in accordance with US GAAS and/or the standards of the PCAOB and therefore KPMG’s audit opinion could not assert compliance with US GAAS and the standards of the PCAOB for the cumulative period from June 1, 1994 to May 31, 2006.   The period from inception on September 5, 1986 to May 31, 1994 was audited and reported on by other auditors.

KPMG LLP is unable to report on the consolidated financial statements of loss and deficit and cash flows for the period from inception on September 5, 1986 to May 31, 2006 in accordance with the standards of the Public Company Accounting Oversight Board (United States) for the following reasons:

            1.

            KPMG LLP was appointed auditors for the year ended May 31, 1995.  At this time, KPMG does not have access to the predecessor auditors’ work papers for the period prior to the date they were appointed auditors in order to determine whether the audits conducted by the predecessor auditor included sufficient and appropriate audit procedures to assert compliance with the standards of the PCAOB.

            2.

            KPMG considered the differences between Canadian and United States auditing standards for the period from inception to May 31, 2004 as set out in an internal firm publication (prepared in 2000) and concluded that they could not be assured that all of the additional procedures as required by US GAAS and/or the standards of the PCAOB had been considered and evaluated as part of the Canadian GAAS audit of that time period.

Prior to June 1, 2004, additional procedures and documentation were required to be performed regarding fraud considerations (AU 316, Consideration of Fraud in a Financial Statement Audit), compliance with laws and regulations (AU 317, Illegal Acts by Clients) and communication with the Audit Committee, among other things as compared with Canadian GAAS at the time.  The auditor was required to make specific inquiries of management at the time regarding their policies relative to the prevention of illegal acts and compliance with laws and regulations.

For example, for the period prior to June 1, 2004, additional procedures and documentation were required to be performed regarding fraud considerations (AU 316, Consideration of Fraud in a Financial Statement Audit – SAS 82) for an audit conducted in accordance with US GAAS. In particular, SAS 82 required that the auditor inquire of management in order to determine:

            a)

            management's understanding regarding the risk of fraud in the entity

            b)

            whether management has knowledge of fraud that has been perpetrated on or within the entity.

            c)

            whether there are particular subsidiary locations, business segments, types of transactions, account balances, or financial statement categories where fraud risk factors exist or may be more likely to exist

            d)

            how management may be addressing such risks.

            e)

            whether the Company’s programs to prevent, deter, and detect fraud has identified any fraud risk factor.

In addition, for the period prior to June 1, 2004, additional procedures and documentation was required to be performed regarding compliance with laws and regulations (AU 317, Illegal Acts by Clients).  In particular, AU 317 required that the auditor inquire of management in order to determine:

            a)

            the Company’s policies relative to the prevention of illegal acts.

            b)

            the use of directives issued by the Company and periodic representations obtained by the Company from appropriate levels of authority within the organization concerning compliance with laws and regulations.

Lastly, for the period prior to June 1, 2004, additional procedures and documentation was required to be performed regarding communication with the Audit Committee (AU 380, Communication with Audit Committees).  In particular, AU 380 required that the auditor:

            a)

            document communication with the Audit Committee by appropriate memoranda or notations in the working papers

            b)

            inform the Audit Committee about adjustments arising from the audit that could, in the auditor’s judgment, either individually or in the aggregate, have a significant effect on the Company’s financial reporting process, whether or not recorded by the Company.

            3.

            Statement on Auditing Standards No. 96, Audit Documentation and PCAOB Standard No. 3, Audit Documentation both require that the auditor document procedures performed, audit evidence obtained, and conclusions reached with respect to financial statement assertions.  KPMG could not be assured that the documentation of audit work performed by all personnel who participated in the engagement (including the work of specialists) related to the cumulative results of operations would be sufficient to meet the US GAAS standards and specifically those of PCAOB Standard No. 3, paragraph 6.  KPMG could not be certain that an experienced auditor with a reasonable understanding of the industry and having no previous connection with the engagement would be able to conclude that the work performed was completed and identify the
person who reviewed the work and the date of the review.

In 2000, annual reports filed on Form 20-F with respect to fiscal years ended on or after September 30, 2000 were required to include an auditors’ report that stated that the audit has been conducted in accordance with US GAAS.  Previously, the SEC staff had accepted auditors’ reports that referred to the audit as having been conducted in accordance with local generally accepted auditing standards provided that an assertion is made that those auditing standards are substantially consistent with US GAAS.

It is KPMG’s understanding that at the November 1, 2000 meeting of the AICPA International Practices Task Force, the Task Force agreed (and KPMG understands that the SEC staff did not object) that, except in two limited transitional situations, described below, the auditor’s report should refer to the audit having been conducted in accordan

CORRESP
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filename1.htm

      Correspondence with the SEC

    May
      23, 2007

    Securities
      and Exchange Commission

    100
      F Street, NE

    Washington,
      D.C.

    20549

    Filed:
      EDGAR/CORRESP

    Dear
      Sirs and Mesdames,

    Re:     Comment
      Letter, dated March 30, 2007 related to

    Form
      20-F for fiscal year ended May 31, 2006 (the “Comment Letter”) File No.
      001-32001

    Lorus
      Therapeutics Inc. hereby notifies the Securities and Exchange Commission that
      it
      currently expects to provide responses to the comments contained in the Comment
      Letter on or before June 15, 2007.

    Sincerely,

    /s/
      Mark Preston

    Mark
      Preston,

    Acting
      Controller

              LORUS
                THERAPEUTICS INC.

              2
                Meridian Road

              Toronto,
                Ontario

              M9W
                4Z7

              T:
                416.798.1200

              F:
                416.798.2200

              www.lorusthera.com

              info@lorusthera.com

Mail Stop 6010
Via Facsimile and U.S. Mail

                                                                                                March 30, 2007

Ms. Aiping H. Young
President and Chief Executive Officer
Lorus Therapeutics, Inc.
2 Meridian Road
Toronto, Ontario, Canada M9W 4Z7

Re:      Lorus Therapeutics, Inc.
Form 20-F for fiscal year ended May 31, 2006
            File No. 001-32001

Dear Ms. Young:

We have reviewed your filing and have the following comments. We have limited
our review to only your financia l statements and related disclosures and do not intend to
expand our review to other portions of your  documents. Where indicated, we think you
should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your e xplanation. In some of our
comments, we ask you to provide us with in formation so we may better understand your
disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 20-F for fiscal year ended May 31, 2006

Item 5. Operating and Financial Review and Prospects

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

A. Operating Results

Critical Accounting Policies, page 32

Ms. Aiping H. Young
Lorus Therapeutics, Inc.
March 30, 2007 Page 2
1. You have identified drug development cost s, stock based compensation, valuation
allowance for future tax assets and valu ation of long lived assets as critical
accounting policies but appear to have omitted any further discussion of the
associated uncertainties in applying these critical  accounting policies and the
likelihood that materially different am ounts would be reported under different
conditions or using different assumptions.    Please disclose the expected uncertainties in applying your critical accounting policies, the effect that changes in such estimates have had on your opera ting results and financial position for
each period presented and the effect that reasonably likely changes in the key assumptions underlying these estimates as of the latest balance sheet may have on your financial position.  Refer to Secti on V of Financial Reporting Release No. 72
issued on December 29, 2003.  Please include a discussion of any differences between Canadian and U.S. GAAP regardi ng your critical acc ounting policies or
estimates that are necessary for an unders tanding of the financ ial statements as a
whole.  Please refer to SAB Topic 1:D.1.

Operating Results

Research and Development, page 34

2. Please refer to the Division of Corpor ation Finance “Current Issues and
Rulemaking Projects Quarterly Update” under section VIII – Industry Specific
Issues – Accounting and Disclosure by  Companies Engaged in Research and
Development Activities.  You can find it at the following website address:
http://www.sec.gov/divisions/c orpfin/cfcrq032001.htm#secviii .

Provide the following information for each of your major research and development projects:

a. The costs incurred during each period pr esented and to date on the project;
b. The nature, timing and estimated costs of the efforts necessary to complete the project;
c. The anticipated completion date for the project;
d. The risks and uncertainties associated with completing development on schedule, and the consequences to oper ations, financial position and liquidity
if the project is not completed timely; and,
e. The period in which material net cash in flows from the project are expected
to commence.

Regarding a., if you do not maintain a ny research and development costs by
project disclose that fact  and explain why manageme nt does not maintain and
evaluate research and development costs by project.  Provide other quantitative or
qualitative disclosure that indicates th e amount of the company’s resources being
used on the project.

Ms. Aiping H. Young
Lorus Therapeutics, Inc.
March 30, 2007 Page 3

Regarding b. and c., disclose the amount or range of estimated  costs and timing to
complete the phase in process and each future phase. To the extent that information is not estimable, disclose those facts and circumstances indicating the uncertainties that preclude you fr om making a reasonable estimate.

3. You refer to NuChem Analog milestone  obligations to be paid to Ion
Pharmaceuticals and Cyclacel and royalties to be paid to the University of
Manitoba and the University of Toronto. Please disclose the following information related to these arrangements:

a. Describe how your patents are used in the clinical development and
commercialization activities for your  lead product candidates. In
particular, describe how NuChem  Analogs impact the clinical
development of Virulizin and GTI-2040.
b. Describe and quantify the “certain mile stones” expected to be achieved in
2007 and 2008.
c. Describe and quantify the terms gove rning royalty payments to these
parties.

4. Please disclose the process for deve loping intellectual property under your
collaborations with NCI, University of  Toronto and Sumitomo and Koken, the
specific rights to the resu lting intellectual property to be held by you and the
terms expected to govern each related license. Quantify the amount and expected timing of all payment obligations. Quan tify the amount and timing of royalties
expected to be received  under these agreements.

F.  Tabular disclosure of c ontractual obligations, page 41
5. Your table of contractual obligations om its estimated funding obligations related
to your license agreements and collaborati ons.  Please revise the table to include
these obligations or explain to  us why it is unnecessary.

Item 11. Qualitative and Quantitative Disclosures about Market Risk

6. Your disclosures in Notes 13 and 15 to the consolidated financial statements do not appear to provide the disclosures about market risk required by Item 11 to Form 20-F.  Please disclose the informati on required by Item 11 in this section of
the filing.

Ms. Aiping H. Young
Lorus Therapeutics, Inc.
March 30, 2007 Page 4
Item 17. Financial Statements

Report of Independent Registered Public Accounting Firm, page F-2

7. KPMG LLP states in their report that ”w e did not audit the co nsolidated financial
statements of loss and deficit and cash  flows for the period from inception on
September 6, 1986 to May 31, 2006 in accord ance with the standards of the
Public Company Accounting Oversight Boar d (United States).”  Please note that
an auditor’s association with  the cumulative data is requ ired on an annual basis as
long as the registrant is in the develo pment stage. Please amend your filing to
include a report from KPMG that states  they have audited the consolidated
financial statements of loss and defi cit and cash flows for the period from
inception on September 6, 1986 to May 31, 2006 in accordance with the standards
of the Public Company Accounting Oversight Board.

Notes to Consolidated Financial Statements

17. Canada and United States Accounting Policy Differences, page F-21

8. Please expand your disclosure to clarif y the accounting under US GAAP for the
conversion options embedded in the convertib le debentures. In particular, explain
your basis for concluding that these conve rsion options were was not subject to
bifurcation, including refere nces to applicable techni cal guidance within SFAS
133 and EITF 00-19.

*    *    *    *

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please furnish your letter on EDGAR unde r the form type label CORRESP.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:

Ms. Aiping H. Young
Lorus Therapeutics, Inc.
March 30, 2007 Page 5
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Frank Wyman, St aff Accountant, at 202-551-3660  or Don
Abbott, Senior Staff Accountant, at 202- 551-3608, if you have questions regarding the
comments.  In this regard, do not hes itate to contact me, at (202) 551-3679.

       S i n c e r e l y ,

       J i m  B .  R o s e n b e r g
      Senior Assistant Chief Accountant