Aprea Therapeutics, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share APRE The Nasdaq Stock Mar
• $1.04 — arrant Shares") at an exercise price of $1.04 per share (the "Common Warrants" and to
• $1.165 — mpanying Common Warrant to be issued is $1.165 and represents the "Minimum Price" in a
• $3.1 million — ss proceeds at closing of approximately $3.1 million. The closing of the private placement (
• $35,000 — nt in an aggregate amount not to exceed $35,000. The foregoing descriptions of the Pre

Filing Documents

• tm2533057d1_8k.htm (8-K) — 43KB
• tm2533057d1_ex4-1.htm (EX-4.1) — 89KB
• tm2533057d1_ex4-2.htm (EX-4.2) — 92KB
• tm2533057d1_ex4-3.htm (EX-4.3) — 92KB
• tm2533057d1_ex10-1.htm (EX-10.1) — 209KB
• tm2533057d1_ex10-2.htm (EX-10.2) — 146KB
• tm2533057d1_ex10-3.htm (EX-10.3) — 58KB
• tm2533057d1_ex99-1.htm (EX-99.1) — 11KB
• 0001104659-25-119680.txt ( ) — 1084KB
• apre-20251208.xsd (EX-101.SCH) — 3KB
• apre-20251208_lab.xml (EX-101.LAB) — 33KB
• apre-20251208_pre.xml (EX-101.PRE) — 22KB
• tm2533057d1_8k_htm.xml (XML) — 3KB

01 Entry Into a Material Definitive

Item 1.01 Entry Into a Material Definitive Agreement. On December 8, 2025, Aprea Therapeutics, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain accredited investors and Company insiders (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) 2,623,023 shares (the "Private Placement Shares") of the Company's Common Stock, par value $0.001 per share ("Common Stock") or pre-funded Common Stock purchase warrants (the "Pre-Funded Warrants") in lieu thereof, and (ii) common stock purchase warrants to purchase up to 2,623,023 shares of Common Stock (the "Warrant Shares") at an exercise price of $1.04 per share (the "Common Warrants" and together with the Pre-Funded Warrants, the "Warrants"). The combined effective offering price of each Private Placement Share and accompanying Common Warrant to be issued is $1.165 and represents the "Minimum Price" in accordance with Nasdaq Listing Rule 5635(d), for expected aggregate gross proceeds at closing of approximately $3.1 million. The closing of the private placement (the "Private Placement") is expected to occur on December 10, 2025, subject to satisfaction of customary closing conditions (the "Closing Date"). The Common Warrants will be exercisable for 5 years after the earlier of (i) the effective date of the Registration Agreement (as defined below) and (ii) the date the Warrant Shares are eligible for sale under Rule 144 (assuming cashless exercise of the Common Warrants) without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Private Placement Shares and Warrants and without volume or manner-of-sale restrictions. If a resale registration statement covering the shares of Common Stock underlying the Common Warrants is not effective and available at the time of exercise, the Common Warrants may be e

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 Common Warrants, the Pre-Funded Warrants, the Placement Agent Warrants, and the shares of common stock underlying the Common Warrants, the Placement Agent 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 December 9, 2025, the Company issued a press release announcing the signing of the 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 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 Common Warrant 4.3 Form of Placement Agent Warrant 10.1 * Form of Securities Purchase Agreement, dated as of December 8, 2025, by and between Aprea Therapeutics, Inc. and the purchasers named therein 10.2 Form of Registration Rights Agreement, dated as of December 8, 2025, by and between Aprea Therapeutics and the purchasers 10.3 Placement Agency Agreement, dated as of December 8, 2025, by and between Aprea Therapeutics, Inc. and Maxim Group LLC 99.1 Press Release of Aprea Therapeutics, Inc., dated as of December 9, 2025 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: December 9, 2025 By: /s/ Oren Gilad Name: Oren Gilad, Ph.D. Title: President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR