8-K - Aprea Therapeutics, Inc. | StockGist

AI Analysis

AI-generated analysis. Always verify with the original filing.

Aprea Therapeutics entered into a securities purchase agreement for a $30 million private placement of pre-funded warrants and common warrants to purchase approximately 37.2 million shares each, expected to close March 31, 2026.

Key Takeaways

1Private placement expected to yield $30M gross proceeds before fees from accredited investors led by Soleus Capital.

2Pre-Funded Warrants to purchase 37.2M shares at $0.808 minus $0.001 exercise price; Common Warrants at $0.683 exercise price expiring Dec 31, 2029.

3Closing subject to customary conditions; Registration Rights Agreement requires resale registration within 30 days post-closing.

490-day lock-up for directors/executives; 90/180-day restrictions on new issuances post-registration effectiveness.

5Oppenheimer & Co. Inc. and Maxim Group LLC as placement agents entitled to 7% cash fee.

6Item 8.01: Confirmed partial response in ACESOT-1051 trial for APR-1051 in PPP2R1A-mutated endometrial cancer.

Current Report Details

Event Type

Material Agreement+4 More

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry Into a Material Definitive Agreement.** On March 30, 2026, Aprea Therapeutics, Inc. (the “ Company ”) entered into a securities purchase agreement (the “

Material Agreement

$30.0M

Source Document

3.02

. The Common Warrants, the Pre-Funded Warrants, and the shares of common stock underlying the Common Warrants and the Pre-Funded Warrants (collectively, the “ S

Securities Issuance

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 o

Regulation Fd

8.01

Other Events.** ** ** On March 30, 2026, the Company issued a press release announcing the confirmation of a partial response (PR) in its ongoing ACESOT-1051 tr

Other Event

9.01

Financial Statements and Exhibits.** **(d) Exhibits. ** | Exhibit Number | Title | |---|---| | 4.1 | Form of Pre-Funded Warrant | | 4.2 | Form of Common Warrant

Exhibits Only

Source Document

Transaction Details

Material Agreement

Agreement: Securities Purchase Agreement
Parties: Aprea Therapeutics, Inc. and certain accredited investors

•Gross proceeds approximately $30 million before fees
•Closing expected March 31, 2026
•Registration Rights Agreement for resale of underlying shares
•90/180-day issuance restrictions post-effectiveness
•Lock-up agreements for directors and executives
•Placement agency agreement with Oppenheimer & Co. Inc. and Maxim Group LLC

Exhibits (11)

10.1

EXHIBIT 10.1

10.2

EXHIBIT 10.2

10.3

EXHIBIT 10.3

10.4

EXHIBIT 10.4

10.5

EXHIBIT 10.5

4.1

EXHIBIT 4.1

4.2

EXHIBIT 4.2

8-K

FORM 8-K

99.1

EXHIBIT 99.1

99.2

EXHIBIT 99.2

99.3

EXHIBIT 99.3