Aprea Therapeutics, Inc. 8-K

What Happened
Aprea Therapeutics, Inc. (APRE) announced on March 30, 2026 that it entered a securities purchase agreement for a private placement expected to close on March 31, 2026 to raise approximately $30 million in gross proceeds. The financing will issue (i) pre‑funded common stock purchase warrants to buy ~37.2 million shares and (ii) common stock purchase warrants to buy ~37.2 million shares (together ~74.4 million underlying shares). The Company also issued press releases confirming a partial response (PR) in its ACESOT-1051 trial for APR-1051 and updated its corporate presentation (filed as exhibits).

Key Details

• Expected gross proceeds: approximately $30.0 million (before placement agent fees and expenses).
• Warrants: ~37.2M Pre-Funded Warrants and ~37.2M Common Warrants (total ~74.4M underlying shares).
• Exercise terms: Common Warrants exercise price $0.683/share; Pre-Funded Warrant exercise price nominal $0.001/share. Purchase price per Pre‑Funded Warrant stated as $0.808 less the $0.001 exercise price.
• Ownership limits: Warrants cannot be exercised if post‑exercise beneficial ownership would exceed 4.99% (or up to 9.99% if holder elects).
• Registration and timing: Company to file a registration statement within 30 days after closing and to use reasonable best efforts to have it declared effective within specified accelerated periods (generally 45 days; 60 days if full SEC review).
• Fees and restrictions: Placement agents receive a 7% cash fee; Oppenheimer reimbursed up to $50,000. Company and officers are subject to 90‑day lock‑ups following effectiveness; limited issuance and variable rate restrictions for specified periods.
• Clinical update: Press release confirms a partial response in the APR-1051 (WEE1 inhibitor) ACESOT-1051 trial.

Why It Matters
This transaction provides Aprea with near-term capital (≈$30M) which can extend runway and support ongoing development, including the APR-1051 program that reported a partial response. However, the financing includes a large number of warrants (potentially ~74.4M underlying shares), which represents potential future dilution if exercised. Registration rights and the Company’s lock-up and issuance restrictions may affect short‑term share supply and future financings. Retail investors should weigh the immediate cash benefit and clinical progress against possible dilution and the exercise prices/ownership limits described in the filing.