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Delaware
(State or other jurisdiction of
incorporation or organization) |
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84-2246769
(I.R.S. Employer
Identification Number) |
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☒
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| | | | | 23 | | |
Name of Selling Stockholder
|
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Shares of
Common Stock Beneficially Owned Prior to Private Placement |
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Maximum
Number of shares of Common Stock to be Sold Pursuant to this Prospectus(1) |
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Shares of
Common Stock to be Beneficially Owned After Private Offering(2) |
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Number
|
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Percentage
|
| |
Number
|
| |
Percentage
|
| ||||||||||||||||||||
AIGH Investment Partners, LP(3)
|
| | | | 684,399 | | | | | | 11.9% | | | | | | 422,268 | | | | | | 262,131 | | | | | | 4.80% | | |
WVP Emerging Manager Onshore Fund, LLC – Optimized Equity Series(4)
|
| | | | 50,589 | | | | | | * | | | | | | 31,832 | | | | | | 18,757 | | | | | | * | | |
WVP Emerging Manager Onshore Fund, LLC – AIGH Series(5)
|
| | | | 176,724 | | | | | | 3.2% | | | | | | 108,312 | | | | | | 68,412 | | | | | | 1.3% | | |
Altium Growth Fund, LP(6)
|
| | | | 435,684 | | | | | | 7.7% | | | | | | 435,684 | | | | | | — | | | | | | * | | |
DAFNA Lifescience LP(7)
|
| | | | 197,532 | | | | | | 3.6% | | | | | | 197,532 | | | | | | — | | | | | | * | | |
DAFNA Lifescience Select LP(8)
|
| | | | 76,816 | | | | | | 1.4% | | | | | | 76,816 | | | | | | — | | | | | | * | | |
Dellora Investments LP(9)
|
| | | | 411,520 | | | | | | 7.3% | | | | | | 411,520 | | | | | | — | | | | | | * | | |
Worldwide Healthcare Partners LLC(10)
|
| | | | 274,348 | | | | | | 4.9% | | | | | | 274,348 | | | | | | — | | | | | | * | | |
Nantahala Capital Partners Limited Partnership(11)
|
| | | | 85,060 | | | | | | 1.6% | | | | | | 85,060 | | | | | | — | | | | | | * | | |
NCP RFM LP(12)
|
| | | | 72,320 | | | | | | 1.3% | | | | | | 72,320 | | | | | | — | | | | | | * | | |
Blackwell Partners LLC – Series A(13)
|
| | | | 254,140 | | | | | | 4.6% | | | | | | 254,140 | | | | | | — | | | | | | * | | |
The Red Hook Fund LP(14)
|
| | | | 54,868 | | | | | | 1.0% | | | | | | 54,868 | | | | | | — | | | | | | * | | |
Lytton-Kambra Foundation(15)
|
| | | | 274,348 | | | | | | 4.9% | | | | | | 274,348 | | | | | | — | | | | | | * | | |
Sphera Biotech Master Fund LP(16)
|
| | | | 1,097,392 | | | | | | 17.4% | | | | | | 1,097,392 | | | | | | — | | | | | | * | | |
Sphera Global Healthcare Master Fund(17)
|
| | | | 274,348 | | | | | | 4.9% | | | | | | 274,348 | | | | | | — | | | | | | * | | |
Stonepine Capital, LP(18)
|
| | | | 274,348 | | | | | | 4.9% | | | | | | 274,348 | | | | | | — | | | | | | * | | |
Bernd R. Seizinger, M.D., Ph.D.(19)
|
| | | | 42,940 | | | | | | * | | | | | | 13,720 | | | | | | 29,220 | | | | | | * | | |
Daniel E. Levy(20)
|
| | | | 4,000 | | | | | | * | | | | | | 4,000 | | | | | | * | | | | | | * | | |
Eric Brown, Ph.D.(21)
|
| | | | 25,677 | | | | | | * | | | | | | 1,500 | | | | | | 24,177 | | | | | | * | | |
John B. Henneman III(22)
|
| | | | 18,314 | | | | | | * | | | | | | 13,720 | | | | | | 4,594 | | | | | | * | | |
John P. Hamill(23)
|
| | | | 15,950 | | | | | | * | | | | | | 2,020 | | | | | | 13,930 | | | | | | * | | |
Oren Gilad, Ph.D.(24)
|
| | | | 333,001 | | | | | | 6.1% | | | | | | 4,000 | | | | | | 329,001 | | | | | | 6.0% | | |
Ze’ev Weiss(25)
|
| | | | 18,924 | | | | | | * | | | | | | 5,480 | | | | | | 13,444 | | | | | | *% | | |
|
SEC registration fee
|
| | | $ | 4,117.41 | | |
|
Legal fees and expenses
|
| | | | * | | |
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Accounting fees and expenses
|
| | | | * | | |
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Total
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Exhibit
No. |
| |
Description
|
|
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3.1*
|
| | | |
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3.2*
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| | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Aprea Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on February 13, 2023). | |
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3.3*
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| | Certificate of Designation of Series A Non-Voting Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on May 17, 2022). | |
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3.3*
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4.1*
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4.2*
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4.3*
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Exhibit
No. |
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Description
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5.1
|
| | | |
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10.1*+
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| | Form of Securities Purchase Agreement, dated as of March 11, 2024, by and between Aprea Therapeutics, Inc. and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-k filed on March 12, 2024). | |
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10.2*
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| | Form of Registration Rights Agreement, dated as of March 11, 2024, by and between Aprea Therapeutics, Inc. and the purchasers (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-k filed on March 12, 2024). | |
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23.1
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23.2
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23.3
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24.1
|
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107
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| | |
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Signature
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Title
|
| |
Date
|
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/s/ Oren Gilad
Oren Gilad, Ph.D.
|
| |
President, Chief Executive Officer and Director
(Principal Executive Officer) |
| | April 3, 2024 | |
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/s/ John P. Hamill
John P. Hamill
|
| |
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
| | April 3, 2024 | |
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Signature
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Title
|
| |
Date
|
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/s/ Marc Duey
Marc Duey
|
| | Director | | | April 3, 2024 | |
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/s/ Michael Grissinger
Michael Grissinger
|
| | Director | | | April 3, 2024 | |
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/s/ John B. Henneman
John B. Henneman III
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| | Director | | | April 3, 2024 | |
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/s/ Rifat Pamukcu
Rifat Pamukcu, M.D.
|
| | Director | | | April 3, 2024 | |
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/s/ Richard Peters
Richard Peters, M.D., Ph.D.
|
| | Director | | | April 3, 2024 | |
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/s/ Gabriel Gruia
Gabriel Gruia, M.D.
|
| | Director | | | April 3, 2024 | |
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/s/ Bernd Seizinger
Bernd R. Seizinger, M.D., Ph.D.
|
| | Director | | | April 3, 2024 | |
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/s/ Jean-Pierre Bizzari
Jean-Pierre Bizzari, M.D.
|
| | Director | | | April 3, 2024 | |
Exhibit 5.1
DLA Piper LLP (US) | ||
One Liberty Place | ||
1650 Market Street, Suite 5000 | ||
Philadelphia, PA 19103-7300 | ||
www.dlapiper.com |
April 3, 2024
Aprea Therapeutics, Inc.
3805 Old Easton Road
Doylestown, PA 18902
Re: | Aprea Therapeutics, Inc. Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel to Aprea Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of the referenced Registration Statement (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”) with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 415 under the Act. The Registration Statement relates to the proposed offering and sale of an aggregate of 4,389,576 shares of common stock, par value $0.001 per share (“Common Stock”), consisting of (i) 1,687,712 shares of Common Stock (the “Common Shares”), (b) 507,076 shares (the “Pre-Funded Warrant Shares”) of Common Stock underlying pre-funded warrants (the “Pre-Funded Warrants”), (c) 1,097,394 shares (the “Tranche A Warrant Shares”) of Common Stock underlying Tranche A common stock purchase warrants (the “Tranche A Warrants”), and (d) 1,097,394 shares (the “Tranche B Warrant Shares” and, together with the Pre-Funded Warrant Shares and the Tranche A Warrant Shares, the “Warrant Shares”) of Common Stock underlying Tranche B common stock purchase warrants (the “Tranche B Warrants” and, together with the Pre-Funded Warrants and the Tranche A Warrants, the “Warrants”). The Common Shares, Warrants and Warrant Shares are referred to herein collectively as the “Securities”. The Securities were issued pursuant to a securities purchase agreement between the Company and the purchasers named therein dated as of March 11, 2024 (the “Purchase Agreement”). This opinion is being rendered in connection with the filing of the Registration Statement with the SEC.
In connection with this opinion, we have examined and relied upon the Registration Statement and the prospectus contained therein, the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”), the Company’s Amended and Restated Bylaws, the Purchase Agreement, and such instruments, documents, certificates and records that we have deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed; and (iv) the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. For purposes of the opinion set forth below, we have assumed that before the Warrant Shares are issued the Company does not issue shares of Common Stock or reduce the total number of shares of Common Stock the Company is authorized to issue under the Charter such that the number of unissued shares of Common Stock authorized under the Charter is less than the number of Warrant Shares.
Based upon the foregoing, and subject to the additional qualifications set forth below, we are of the opinion that (i) the Common Shares have been duly authorized and validly issued and are fully paid and nonassessable and (ii) the Warrant Shares, when delivered and paid for upon exercise of the Warrants in accordance with the terms of the Warrants, will have been duly authorized and validly issued and will be fully paid and nonassessable.
This opinion is limited to the General Corporate Law of the State of Delaware, and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or foreign jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the Registration Statement.
In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the SEC. This opinion letter is given to you solely for use in connection with the resale of the Warrant Shares and Common Shares while the Registration Statement is in effect and is not to be relied upon for any other purpose. Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Securities or the Registration Statement.
Very truly yours,
/s/ DLA Piper LLP (US)
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement of Aprea Therapeutics, Inc. on Form S-3 to be filed on or about April 3, 2024 of our report dated March 26, 2024, on our audit of the financial statements as of December 31, 2023 and for the year then ended, which report was included in the Annual Report on Form 10-K filed March 26, 2024. We also consent to the reference to our firm under the caption “Experts” in this Registration Statement.
/s/ EisnerAmper LLP
EISNERAMPER LLP
Philadelphia, Pennsylvania
April 3, 2024
EXHIBIT 23.3
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" in this Registration Statement (Form S-3) and related Prospectus of Aprea Therapeutics, Inc. for the registration of (i) 1,687,712 shares of common stock, par value $0.001 per share (the “Common Stock”), initially issued in a private placement on March 13, 2024 (the “Private Placement”), (ii) 507,076 shares of Common Stock underlying pre-funded warrants issued in the Private Placement, (iii) 1,097,394 shares of Common Stock underlying Tranche A common stock purchase warrants issued in the Private Placement, and (iv) 1,097,394 shares of Common Stock underlying Tranche B common stock purchase warrants issued in the Private Placement and to the incorporation by reference therein of our report dated March 30, 2023, with respect to the consolidated financial statements of Aprea Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2022 filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Iselin, New Jersey
April 3, 2024
Exhibit 107
Calculation of Filing Fee Tables
FORM S-3
(Form Type)
APREA THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered(1)(2) |
Proposed Maximum Offering Price Per Unit(3) |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee(3) | |||||||||||||
Newly Registered Securities | ||||||||||||||||||||
Fees to Be Paid | Equity | Common Stock, par value $0.001 per share | Rule 457(c) | 4,389,576 | $ | 6.355 | $ | 27,895,755.48 | $ | 0.0001476 | $ | 4,117.41 | ||||||||
Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||
Total Offering Amounts | $ | 27,895,755.48 | $ | 4,117.41 | ||||||||||||||||
Total Fees Previously Paid | $ | 0.00 | ||||||||||||||||||
Total Fee Offsets | $ | 0.00 | ||||||||||||||||||
Net Fee Due | $ | 4,117.41 |
(1) The shares will be offered for resale by the selling stockholders pursuant to the prospectus contained in the Registration Statement. Represents shares of common stock and shares of common stock issuable upon exercise of outstanding warrants to purchase shares of common stock of the Company.
(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares being registered in the Registration Statement include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder to prevent dilution resulting from stock splits, stock dividends, or similar transactions.
(3) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low sale price of the Company’s common stock on March 28, 2024 as reported on The Nasdaq Stock Market LLC, which date is within five business days prior to filing the Registration Statement.
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