Business Context and Reporting Period
Company: Aprea Therapeutics, Inc. (APRE)
Filing Type: Form 8-K (Current Report)
Date of Report: January 28, 2026
Reporting Period: Events occurring on January 28 and January 29, 2026.
Context: The Company is an emerging growth company focused on oncology therapeutics. This filing reports the entry into a material definitive agreement for a private placement of securities and the announcement of clinical trial data.
Key Financial Metrics and Transaction Details
This filing details a capital raise rather than periodic financial performance. Key transaction metrics include:
- Expected Gross Proceeds: Approximately $5.6 million.
- Securities Issued: 6,288,857 shares of Common Stock or Pre-Funded Warrants.
- Warrants Issued: Warrants to purchase up to 6,288,857 shares of Common Stock.
- Offering Price: $0.89 per share (combined effective price of share/warrant or pre-funded warrant/warrant).
- Warrant Exercise Price: $0.765 per share.
- Placement Fee: 7% of gross cash proceeds payable to Maxim Group LLC.
- Expense Reimbursement: Up to $35,000 for placement agent expenses.
- Closing Date: Expected January 30, 2026.
Note: The filing does not provide current revenue, profit, cash flow, or debt figures. It is a transactional report.
Material Changes and Agreements
The Company entered into several material agreements on January 28, 2026:
- Securities Purchase Agreement: Agreement with accredited investors for the private placement described above.
- Registration Rights Agreement: Provides for the registration of resale of the Private Placement Shares and underlying warrant shares. The Company must file a registration statement within 60 days of closing and use reasonable best efforts to have it declared effective promptly.
- Placement Agency Agreement: Engagement of Maxim Group LLC as the placement agent.
- Amendment to Prior Agreement: An amendment to a Securities Purchase Agreement dated December 8, 2025, was executed to align lock-up and variable rate transaction restrictions with the new offering, specifically prohibiting issuances until January 27, 2026.
Outlook, Management Commentary, and Clinical Updates
Clinical Development: On January 29, 2026, the Company announced the first unconfirmed partial response (uPR) in a patient enrolled in its ongoing Phase 1 ACESOT-1051 dose-escalation study. The study evaluates the WEE1 inhibitor APR-1051 in patients with advanced solid tumors. Restrictions and Covenants: The Purchase Agreement includes standard market stand-off provisions:
- 30-Day Lock-up: Prohibition on issuing new equity or filing other registration statements for 30 days after the registration statement is declared effective.
- 180-Day Variable Rate Restriction: Prohibition on Variable Rate Transactions for 180 days after the registration statement is declared effective, with customary exceptions (e.g., employee benefit plans, existing at-the-market agreements after day 30).
- Exercise Period: Common Warrants are exercisable for 2 years after the earlier of the registration statement effectiveness or Rule 144 eligibility.
- Ownership Limitations: Warrants may not be exercised if the holder would beneficially own more than 4.99% (or 9.99% at election) of outstanding Common Stock.
- Anti-Dilution: No price protection, price reset, or Black Scholes cash payment obligations; standard pro rata adjustments apply.
Investor Verification Checklist
- Verify the closing of the Private Placement on or around January 30, 2026, and the actual gross proceeds received.
- Monitor the filing and effectiveness of the Registration Statement for resale of the new securities (due within 60 days of closing).
- Review subsequent press releases for confirmation of the unconfirmed partial response (uPR) in the APR-1051 Phase 1 study.
- Assess the impact of the 7% placement fee and reimbursement expenses on the net cash proceeds available to the Company.
- Check for any future issuances of equity that might violate the 30-day or 180-day stand-off provisions outlined in the Purchase Agreement.