4//SEC Filing
Gilad Oren 4
Accession 0001104659-25-120152
CIK 0001781983other
Filed
Dec 10, 7:00 PM ET
Accepted
Dec 11, 8:30 AM ET
Size
11.9 KB
Accession
0001104659-25-120152
Insider Transaction Report
Form 4
Gilad Oren
DirectorPresident/CEO
Transactions
- Purchase
Pre-Funded Warrant
2025-12-10$1.17/sh+21,459$25,000→ 21,459 totalExercise: $0.00From: 2025-12-10→ Common Stock (21,459 underlying) - Purchase
Common Warrants
2025-12-10+21,459→ 21,459 totalExercise: $1.04From: 2025-12-10→ Common Stock (21,459 underlying)
Holdings
- 345,620
Common Stock
- 1,200(indirect: By Daughter)
Common Stock
- 600(indirect: By Son)
Common Stock
Footnotes (4)
- [F1]The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- [F2]On December 8, 2025, the Issuer entered into a securities purchase agreement with certain accredited investors, including the Reporting Person. Pursuant to the terms of the Purchase Agreement, the Issuer issued and sold to the Reporting Person in a private placement which closed on December 10, 2025 pre-funded warrants ("Pre-Funded Warrants") to purchase an aggregate of 21,459 shares of the Issuer's common stock ("Shares") at a purchase price of $1.165 per Pre-Funded Warrant. The Reporting Person also received accompanying common warrants ("Common Warrants") to purchase up to an aggregate of 21,459 Shares.
- [F3]The Pre-Funded Warrants are immediately exercisable at any time after the date of issuance. Pursuant to the terms of the Pre-Funded Warrants, the Pre-Funded Warrants cannot be exercised to the extent that, upon giving effect to or immediately prior to such exercise, would cause either (i) the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) would exceed 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise or (ii) the combined voting power of the Issuer's securities beneficially owned by such holder (together with its affiliates) would exceed 9.99% of the combined voting power of all of the Issuer's securities outstanding immediately after giving effect to the exercise (the "Beneficial Ownership Limitation")
- [F4]The Common Warrants are immediately exercisable, subject to the Beneficial Ownership Limitation. The Common Warrants will expire on or prior to 5:00 p.m. (New York City time) on the fifth year anniversary of the earlier of: (i) the effective date of the registration statement registering the underlying Shares of the Common Warrants and (ii) the date the Shares underlying the Common Warrants are eligible for sale under Rule 144 (assuming cashless exercise of the Common Warrants) without the requirement for the Issuer to be in compliance with the current public information required under Rule 144.
Documents
Issuer
Aprea Therapeutics, Inc.
CIK 0001781983
Entity typeother
Related Parties
1- filerCIK 0001929300
Filing Metadata
- Form type
- 4
- Filed
- Dec 10, 7:00 PM ET
- Accepted
- Dec 11, 8:30 AM ET
- Size
- 11.9 KB