Business Context and Reporting Period
This Form 8-K Current Report is filed by Aprea Therapeutics, Inc. (APRE) on March 30, 2026. The filing discloses the entry into a material definitive agreement for a private placement of securities and reports on clinical trial progress for the company's lead candidate, APR-1051.
Key Financial Metrics and Transaction Details
The filing details a private placement expected to close on March 31, 2026, with the following financial terms:
- Expected Gross Proceeds: Approximately $30 million.
- Securities Issued:
- Pre-Funded Warrants to purchase approximately 37.2 million shares at a price of $0.808 per warrant (less the $0.001 exercise price).
- Common Warrants to purchase approximately 37.2 million shares at an exercise price of $0.683 per share.
- Placement Fees: 7% of gross cash proceeds payable to Oppenheimer & Co Inc. and Maxim Group LLC.
- Legal Expenses: Reimbursement of counsel fees to the Lead Investor up to $50,000 and placement agent expenses up to $50,000.
Note: This filing does not provide specific revenue, profit, cash flow, or debt metrics for the reporting period.
Material Changes and Agreements
The company entered into several material agreements on March 30, 2026:
- Securities Purchase Agreement: Governs the issuance of Pre-Funded Warrants and Common Warrants to accredited investors.
- Registration Rights Agreement: Requires the company to file a registration statement within 30 days of closing and use reasonable best efforts to have it declared effective within 45 to 60 days.
- Lock-Up Agreements: Directors and executive officers agreed not to sell or transfer company securities for 90 days following the effectiveness of the registration statement.
- Market Stand-Off: The company is prohibited from issuing new common stock or equivalents for 90 days post-registration effectiveness and from engaging in variable rate transactions for 180 days.
- Amendment to Prior Agreement: An amendment to a January 28, 2026, Securities Purchase Agreement was executed to align restrictions with the current transaction.
Outlook, Management Commentary, and Clinical Updates
Management highlighted significant clinical progress alongside the financing:
- Clinical Trial Update: The company announced a confirmed partial response (PR) in its ongoing ACESOT-1051 trial evaluating APR-1051, a WEE1 kinase inhibitor.
- Corporate Presentation: The company updated its corporate presentation slide deck to reflect current status.
- Warrant Terms: Common Warrants are exercisable immediately until December 31, 2029, with specific provisions for cashless exercise if a resale registration is not effective. No price protection or reset provisions are included.
Investor Verification Checklist
- Verify the closing of the private placement on or about March 31, 2026, and the actual gross proceeds received.
- Monitor the filing and effectiveness date of the Registration Statement for the resale of Pre-Funded Warrant Shares and Common Warrant Shares.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific covenants and redemption rights.
- Track future clinical data readouts for the ACESOT-1051 trial to assess the commercial viability of APR-1051.
- Confirm the dilution impact of the 37.2 million Pre-Funded Warrant Shares and 37.2 million Common Warrant Shares on existing shareholders.