UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 exercised by means of a “cashless” exercise formula. The Common Warrants may not be exercised to the extent that immediately following such exercise, the holder would beneficially own greater than 4.99% (or, at the election of the holder, greater than 9.99%) of the Company’s outstanding Common Stock.
The Pre-Funded Warrants will be exercisable from the date of issuance until exercised in full and may not be exercised to the extent that immediately following such exercise, the holder would beneficially own greater than 4.99% (or, at the election of the holder, greater than 9.99%) of the Company’s outstanding Common Stock. The Pre-Funded Warrants may be exercised by means of a “cashless” exercise formula at any time while outstanding.
The Warrants do not contain any Black Scholes cash payment obligations, any “price protection” anti-dilution protection or any “price reset” provisions pursuant to which the exercise price of the Warrants is subject to adjustment or reset at a future date or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market prices for the Common Stock, or upon any future issuance or sale by the Company of shares of its capital stock or securities exercisable or exchangeable for or convertible into shares of the Company’s capital stock at exercise or conversion prices below the exercise price of the warrants, other than standard pro rata adjustments for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction that would impact the Common Stock generally.
In connection with the Private Placement, the Company and the Purchasers entered into a Registration Rights Agreement, dated December 8, 2025 (the “Registration Rights Agreement”), providing for the registration for resale of Private Placement Shares along with the shares of Common Stock underlying the Pre-Funded Warrants, and Common Warrants that are not then registered on an effective registration statement, pursuant to a registration statement (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) on or prior to the 20th day after the Closing Date. The Company has agreed to use its reasonable best efforts to cause the Registration Statement to be declared effective as promptly as practicable, but in no event later than the 45th day after the Closing Date, and to keep the Registration Statement continuously effective from the date on which the SEC declares the Registration Statement to be effective until such date that all Registrable Securities (as such term is defined in the Registration Rights Agreement) covered by the Registration Statement have been sold pursuant to a registration statement under the Securities Act or under Rule 144 as promulgated by the SEC under the Securities Act. The Company has granted the Purchasers customary indemnification rights in connection with the Registration Statement. The Purchasers have also granted the Company customary indemnification rights in connection with the Registration Statement.
The Purchase Agreement also prohibits the Company from: (a) for 120 days following the date the Registration Statement has been declared effective, issuing, entering into any agreement to issue or announcing the issuance or proposed issuance of any shares of Common Stock or any Common Stock Equivalents (as defined in the Purchase Agreement) or filing any registration statement other than the Registration Statement contemplated by the Purchase Agreement, or (b) for 180 days following the date the Registration Statement has been declared effective the Company or its Subsidiaries (as defined in the Purchase Agreement) effecting or entering into any agreement to effect the issuance any shares of Common Stock or any Common Stock equivalents involving a Variable Rate Transaction (as defined in the Purchase Agreement), subject to customary exceptions, including, without limitation, (i) issuances contemplated by the Purchase Agreement, (ii) pursuant to employee benefit plans, or (iii) beginning on the 120th day following the date the Registration Statement has been declared effective, pursuant to the Company’s existing at-the-market offering sales agreement.
On December 8, 2025, and in connection with the Purchase Agreement, the Company entered into a customary placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC (“Maxim”). Pursuant to the Placement Agency Agreement, Maxim is entitled to a cash fee of 7% of the gross cash proceeds paid by investors in the Private Placement. In addition, the Company will issue to Maxim warrants to purchase up to an aggregate of 257,510 shares of Common Stock (the “Placement Agent Warrants”), representing 5% of the total number of shares of Common Stock and shares of Common Stock underlying the Warrants sold in the Private Placement. The Placement Agent Warrants will have an exercise price of $1.04 per share and be identical to the Common Warrants, except that the Placement Agent Warrants shall not be exercisable for six (6) months from the date of issuance. The Company has agreed to reimburse Maxim for its reasonable expenses incurred in connection with the Private Placement in an aggregate amount not to exceed $35,000.
The foregoing descriptions of the Pre-Funded Warrants, the Common Warrants, the Placement Agent Warrants, the Purchase Agreement, the Registration Rights Agreements and the Placement Agency Agreement are qualified in their entirety by reference to the full text of such documents, copies of which are attached hereto as Exhibits 4.1, 4.2, 4.3, 10.1, 10.2 and 10.3, respectively, and each of which is incorporated herein in its entirety by reference. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.
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.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
*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
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. | |
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| Dated: December 9, 2025 | By: | /s/ Oren Gilad |
| | Name: | Oren Gilad, Ph.D. |
| | Title: | President and Chief Executive Officer |