Aprea Therapeutics, Inc. 8-K

What Happened Aprea Therapeutics, Inc. announced on Jan. 28–29, 2026 that it entered into a securities purchase agreement to raise expected gross proceeds of approximately $5.6 million through the sale of 6,288,857 units (each unit = one Private Placement Share or a Pre‑Funded Warrant plus one Common Warrant) at a combined effective price of $0.89 per unit. The offering includes Common Warrants exercisable for up to 6,288,857 shares at $0.765 per share and Pre‑Funded Warrants issued in lieu of shares where applicable. The closing was expected on Jan. 30, 2026, subject to customary conditions. The company also filed a Registration Rights Agreement (Jan. 29, 2026) to register the shares underlying the securities, engaged Maxim Group LLC as placement agent (7% fee, up to $35,000 expense reimbursement), amended a prior December purchase agreement, and disclosed a clinical update: the first unconfirmed partial response (uPR) observed in its Phase 1 ACESOT-1051 study of WEE1 inhibitor APR-1051. The company updated its corporate presentation as well.

Key Details

• Units issued: 6,288,857 Private Placement Shares or Pre‑Funded Warrants, with Common Warrants to purchase up to 6,288,857 shares.
• Price and proceeds: $0.89 combined effective offering price per unit; expected aggregate gross proceeds ≈ $5.6 million.
• Warrant terms: Common Warrants exercise price $0.765; exercisable for 2 years after earlier of registration effectiveness or Rule 144 eligibility; cashless exercise permitted if registration not effective; ownership caps of 4.99% (or 9.99% if elected).
• Fees, registration and restrictions: Placement agent fee 7% of gross proceeds; up to $35,000 in reimbursed expenses; Registration Statement to be filed within 60 days and the company agreed to use reasonable best efforts to get it declared effective within specified timing; limited issuance/variable rate transaction restrictions apply for set periods following registration effectiveness.

Why It Matters This transaction provides near-term capital (≈ $5.6M gross) to support Aprea’s operations and development activities, including its Phase 1 APR-1051 program. The accompanying warrants create potential future dilution if exercised. The Registration Rights Agreement aims to enable resale of the securities once the registration statement is effective, which can affect liquidity for investors. The announced first unconfirmed partial response in the ACESOT-1051 study is an early clinical milestone for APR-1051 but is described as unconfirmed; investors should view it as preliminary clinical progress rather than definitive efficacy.