Aprea Therapeutics Terminates Material Agreement

TL;DR

Aprea Therapeutics just terminated a big deal, and they sold some stock off-exchange.

AI Summary

Aprea Therapeutics, Inc. announced on March 11, 2024, the termination of its material definitive agreement with an unnamed party. The company also disclosed unregistered sales of equity securities and provided other events and financial statements/exhibits.

Why It Matters

The termination of a material definitive agreement could significantly impact Aprea Therapeutics' strategic direction and financial stability.

Risk Assessment

Risk Level: medium — Termination of a material agreement and unregistered equity sales can indicate financial distress or strategic shifts, warranting closer scrutiny.

Key Players & Entities

• Aprea Therapeutics, Inc. (company) — Registrant
• March 11, 2024 (date) — Date of earliest event reported
• 3805 Old Easton Road (location) — Principal executive offices address
• Doylestown, PA (location) — Principal executive offices city and state
• 18902 (zip_code) — Principal executive offices zip code

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share APRE The Nasdaq Stock Mar
• $7.29 — ("Common Stock") at a purchase price of $7.29 per share, (ii) pre-funded Common Stock
• $9.1125 — of Common Stock at an exercise price of $9.1125 per share (the "Tranche B Warrants"). T
• $16.0 million — ss proceeds at closing of approximately $16.0 million and potential future warrant cash exerc
• $18.0 million — xercise gross proceeds of approximately $18.0 million. The closing of the private placement (
• $14.58 — ompany's common stock equals or exceeds $14.58 for 30 consecutive trading days. The Tr
• $18.225 — ompany's common stock equals or exceeds $18.225 for 30 consecutive trading days. To the

Filing Documents

• tm248508d1_8k.htm (8-K) — 43KB
• tm248508d1_ex4-1.htm (EX-4.1) — 87KB
• tm248508d1_ex4-2.htm (EX-4.2) — 187KB
• tm248508d1_ex4-3.htm (EX-4.3) — 192KB
• tm248508d1_ex10-1.htm (EX-10.1) — 210KB
• tm248508d1_ex10-2.htm (EX-10.2) — 148KB
• tm248508d1_ex10-3.htm (EX-10.3) — 59KB
• tm248508d1_ex99-1.htm (EX-99.1) — 16KB
• tm248508d1_ex99-2.htm (EX-99.2) — 13KB
• 0001104659-24-033494.txt ( ) — 1359KB
• apre-20240311.xsd (EX-101.SCH) — 3KB
• apre-20240311_lab.xml (EX-101.LAB) — 33KB
• apre-20240311_pre.xml (EX-101.PRE) — 22KB
• tm248508d1_8k_htm.xml (XML) — 4KB

01. Entry Into a Material Definitive

Item 1.01. Entry Into a Material Definitive Agreement. On March 11, 2024, Aprea Therapeutics, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain investors (the "Purchasers"), pursuant to which the Company agreed to issue and sell to the Purchasers, and the Purchasers agreed to purchase from the Company (i) 1,687,712 shares (the "Private Placement Shares") of the Company's Common Stock, par value $0.001 per share ("Common Stock") at a purchase price of $7.29 per share, (ii) pre-funded Common Stock purchase warrants (the "Pre-Funded Warrants") to purchase an aggregate of up to 507,076 shares of Common Stock at an exercise price of $0.001 per share, (iii) Tranche A Common Stock purchase warrants to purchase up to 1,097,394 shares of Common Stock at an exercise price of $7.29 per share (the "Tranche A Warrants"), and (iv) Tranche B Common Stock purchase warrants to purchase up to 1,097,394 shares of Common Stock at an exercise price of $9.1125 per share (the "Tranche B Warrants"). The combined cash purchase price for each Private Placement Share, together with the accompanying portion of a Tranche A Warrant and Tranche B Warrant represents the "Minimum Price" in accordance with Nasdaq Listing Rule 5635(d), for expected aggregate gross proceeds at closing of approximately $16.0 million and potential future warrant cash exercise gross proceeds of approximately $18.0 million. The closing of the private placement (the "Private Placement") is expected to occur on March 13, 2024, subject to satisfaction of customary closing conditions (the "Closing Date"). The Tranche A Warrants will be exercisable until the earlier of (i) the three year anniversary of issuance and (ii) 30 days after the Company announces the recommended Phase 2 dose for ATRN-119, and, following such announcement, the daily volume weighted average price of the Company's common stock equals or exceeds $14.58 for 30 consecutive trading days. T

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement. On January 26, 2024, the Company entered into an at the market offering agreement (the "Sales Agreement") with H.C. Wainwright & Co., LLC (the "HCW"). Pursuant to the Sales Agreement, the Company has the right, to terminate the Sales Agreement in its sole direction upon ten (10) business days prior written notice. On March 11, 2024, the Company and HCW agreed to terminate the Sales Agreement, effective immediately.

02. Unregistered Sales of Securities

Item 3.02. Unregistered Sales of Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Private Placement is incorporated herein by reference into this Item 3.02. The Private Placement Shares, the Tranche A Warrants, the Tranche B Warrants, the Pre-Funded Warrants, and the shares of common stock underlying the Tranche A Warrants, the Tranche B Warrants and the Pre-Funded Warrants (collectively, the "Securities") were, and will be, offered and sold in transactions exempt from registration under the Securities Act in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder. Each Purchaser is an "accredited investor," as defined in Regulation D, and is acquiring the Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, the Securities will not initially be registered under the Securities Act and the Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. Neither this Current Report on Form 8-K nor the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock, notes, or any other securities of the Company.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On March 11, 2024, the Company issued a press release announcing the signing of Securities Purchase Agreement with the Purchasers. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference. The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01. Other Events

Item 8.01. Other Events. On March 11, 2024, the Company issued a press release announcing that the U.S. Food and Drug Administration has cleared the Investigational New Drug Application for APR-1051. A copy of the press release is filed as Exhibit 99.2 and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Title 4.1 Form of Pre-Funded Warrant 4.2 Form of Tranche A Warrant 4.3 Form of Tranche B Warrant 10.1 * Form of Securities Purchase Agreement, dated as of March 11, 2024, by and between Aprea Therapeutics, Inc. and the purchasers named therein 10.2 Form of Registration Rights Agreement, dated as of March 11, 2024, by and between Aprea Therapeutics and the purchasers 10.3 Placement Agency Agreement, dated as of March 11, 2024, by and between Aprea Therapeutics, Inc. and Maxim Group LLC 99.1 Press Release of Aprea Therapeutics, Inc., dated as of March 11, 2024 99.2 Press Release of Aprea Therapeutics, Inc., dated as of March 11, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). *Schedules and exhibits have been omitted from this exhibit pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Aprea Therapeutics, Inc. Dated: March 12, 2024 By: /s/ Oren Gilad Name: Oren Gilad, Ph.D. Title: President and Chief Executive Officer

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View this 8-K filing on SEC EDGAR