Business Context and Reporting Period
Company: Aprea Therapeutics, Inc. (APRE)
Filing Type: Form 8-K (Current Report)
Date of Report: December 8, 2025
Event: Entry into a Material Definitive Agreement for a private placement of securities.
Key Financial Metrics and Transaction Details
This filing details a capital raise rather than operational financial results. Key transaction metrics include:
- Expected Gross Proceeds: Approximately $3.1 million.
- Securities Issued: 2,623,023 shares of Common Stock or Pre-Funded Warrants.
- Warrants Issued: Common Warrants to purchase up to 2,623,023 shares.
- Offering Price: $1.165 per share (combined effective price of share and warrant).
- Warrant Exercise Price: $1.04 per share.
- Placement Agent Fees: 7% cash fee of gross proceeds plus warrants for 257,510 shares (5% of total placement).
- Expense Reimbursement: Up to $35,000 to the placement agent (Maxim Group LLC).
Note: The filing does not provide current revenue, profit, cash flow, or debt levels.
Material Changes and Transaction Structure
The Company entered into a Securities Purchase Agreement with accredited investors and insiders. Key structural terms include:
- Closing Date: Expected December 10, 2025, subject to customary conditions.
- Warrant Terms: 5-year term; exercisable via cashless formula if registration is not effective; subject to beneficial ownership limits (4.99% or 9.99%).
- Anti-Dilution: Warrants do not contain price protection, price reset, or Black Scholes cash payment obligations, only standard pro rata adjustments.
- Registration Rights: Company to file a registration statement within 20 days of closing and seek effectiveness within 45 days.
- Lock-Up Provisions:
- 120-day restriction on issuing new Common Stock or equivalents (with exceptions for employee plans and ATM after day 120).
- 180-day restriction on Variable Rate Transactions.
Outlook, Risks, and Management Commentary
Management Commentary: The Company announced the signing of the agreement via a press release on December 9, 2025. The proceeds are intended to support the Company's operations, though specific allocation is not detailed in this text.
Risks and Contingencies:
- Closing Conditions: The transaction is subject to satisfaction of customary closing conditions.
- Registration Timing: Liquidity for investors depends on the timely effectiveness of the registration statement.
- Dilution: The issuance of shares and warrants will result in dilution to existing shareholders.
- Exemption Reliance: Securities are sold under Section 4(a)(2) and Rule 506(b) exemptions; resale is restricted until registered.
Investor Verification Checklist
- Verify the actual closing date and confirmation of the $3.1 million gross proceeds.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific covenants and representations.
- Monitor the filing and effectiveness status of the Registration Statement (S-1 or S-3) expected within 45 days of closing.
- Assess the impact of the 2,623,023 new shares and associated warrants on fully diluted share count.
- Confirm the use of proceeds in subsequent filings or press releases.