As filed with the Securities and Exchange Commission on November 8, 2021

Registration No. 333-    

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

APREA THERAPEUTICS, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware 84-2246769

(State or Other Jurisdiction of

Incorporation or Organization) 

(I.R.S. Employer

Identification Number) 

   

535 Boylston Street

Boston, MA

02116
(Address of Principal Executive Offices) (Zip Code)

 

Aprea Therapeutics, Inc. 2019 Equity Incentive Plan

(Full Title of the Plan)

 

Christian S. Schade

Chairman and Chief Executive Officer

Aprea Therapeutics, Inc.

535 Boylston Street

Boston, MA 02116

(617) 463-9385

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

 

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨ Emerging growth company x
       
Accelerated filer ¨ Smaller reporting company x
       
Non-accelerated filer x    

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. x 

 

 

 

Calculation of Registration Fee

 

Title of Securities
to be Registered 		 

Amount

to be

Registered 

 

Proposed

Maximum

Offering Price

Per Share 

 

Proposed

Maximum
Aggregate

Offering Price 

  Amount of
Registration Fee
Common Stock, par value $0.001 per share     847,473 shares (1)   $ 5.11 (2)   $ 4,330,587 (2)   $ 401.45 (2)

 

(1) The number of shares of common stock, par value $0.001 per share (the “Common Stock”), of Aprea Therapeutics, Inc., a Delaware corporation (the “Registrant”), available for issuance under the Aprea Therapeutics, Inc. 2019 Equity Incentive Plan (the “2019 Plan”) is subject to an automatic annual increase on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2020, and continuing until (and including) the fiscal year ending December 31, 2029, with such annual increase equal to the lesser of (i) 5,000,000 shares of Common Stock, (ii) 4% of the number of shares of Common Stock issued and outstanding on December 31 of the immediately preceding calendar year, and (iii) an amount determined by the Board of Directors of the Registrant (the “2019 Plan Evergreen Provision”).  Accordingly, the number of shares of Common Stock available for issuance under the 2019 Plan was automatically increased by 847,473 shares effective January 1, 2021, which is equal to 4% of the total number of shares of Common Stock outstanding as of December 31, 2020. This Registration Statement registers the 847,473 additional shares of Common Stock available for issuance under the 2019 Plan as of January 1, 2021 as a result of the 2019 Plan Evergreen Provision.  Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional and indeterminate number of securities as may become issuable pursuant to the provisions of the plans relating to adjustments for changes resulting from a stock dividend, stock split or similar change.
   
(2) Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act on the basis of the average of the high and low prices per share of the Registrant’s Common Stock on November 5, 2021, as reported on the Nasdaq Global Select Market.

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement is being filed by Aprea Therapeutics, Inc. (the “Registrant”) for the purpose of registering an additional 847,473 shares of common stock, par value $0.001 per share (the “Common Stock”), of the Registrant available for issuance under the Aprea Therapeutics, Inc. 2019 Equity Incentive Plan (the “2019 Plan”). The Registrant previously filed with the Securities and Exchange Commission (the “Commission”) on November 18, 2019 a registration statement on Form S-8 (SEC File No. 333-234765) and on November 12, 2020 a registration statement on Form S-8 (SEC File No. 333-250043) (the "Prior Registration Statements") registering shares of Common Stock issuable under the 2019 Plan. This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E of Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except for Items 3 and 8, which are being updated by this Registration Statement.

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The information specified in this Part I is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The Registrant hereby incorporates by reference in this Registration Statement the following documents and information previously filed with the Commission:

 

(1) The Registrant’s annual report on Form 10-K for the year ended December 31, 2020, filed with the Commission on March 16, 2021;

 

(2) The Registrant’s quarterly report on Form 10-Q for the quarter ended March 31, 2021, filed with the Commission on May 6, 2021;

 

(3) The Registrant’s quarterly report on Form 10-Q for the quarter ended June 30, 2021, filed with the Commission on August 12, 2021;

 

(4) The Registrant’s quarterly report on Form 10-Q for the quarter ended September 30, 2021, filed with the Commission on November 8, 2021;

 

(5) The Registrant’s current reports on Form 8-K, filed with the Commission on June 10, 2021, August 6, 2021, August 12, 2021, and October 15, 2021; and

 

(6) The description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on September 30, 2019, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report for the purpose of updating such description;

 

All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”).

 

Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

 

 

 

Item 8. Exhibits.

 

            Incorporated by Reference
Exhibit
Number 		  Exhibit Description   Filed
Herewith 		  Form   Exhibit   Filing Date
                     
4.1   Amended and Restated Certificate of Incorporation of the Registrant       8-K   3.1   October 7, 2019
                     
4.2   Amended and Restated Bylaws of the Registrant       10-Q   3.2   November 6, 2020
                     
4.3   Aprea Therapeutics, Inc. 2019 Equity Incentive Plan       S-1/A   10.1   September 27, 2019
                     
5.1   Opinion of Sidley Austin LLP, as to the legality of the securities being registered   X            
                     
23.1   Consent of Sidley Austin LLP (included in the opinion filed as Exhibit 5.1)   X            
                     
23.2   Consent of Ernst & Young LLP   X            
                     
23.3   Consent of Ernst & Young AB   X            
                     
24.1   Power of Attorney (included in the Signature Page to this Registration Statement)   X            

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on the 8th day of November, 2021.

 

  APREA THERAPEUTICS, INC.
     
  By   /s/ Christian S. Schade
  Name Christian S. Schade
  Title Chairman and Chief Executive Officer

 

POWER OF ATTORNEY AND SIGNATURES

 

Each of the undersigned officers and directors of Aprea Therapeutics, Inc. does hereby severally constitute and appoint Christian S. Schade and Scott M. Coiante, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
         

/s/ Christian S. Schade

Christian S. Schade

  Chairman and Chief Executive Officer and Director (Principal Executive Officer)   November 8, 2021
         

/s/ Scott M. Coiante

Scott M. Coiante

 

Chief Financial Officer

(Principal Financial and Accounting Officer)

  November 8, 2021
         

/s/ John B. Henneman

John B. Henneman III

  Director  

 November 8, 2021

         

 /s/ Michael A. Kelly

Michael A. Kelly

  Director  

 November 8, 2021

       

/s/ Fouad Namouni

Fouad Namouni, M.D.

  Director  

 November 8, 2021

         

 /s/ Richard Peters

Richard Peters, M.D., Ph.D.

  Director  

 November 8, 2021

 

       

/s/ Bernd R. Seizinger

Bernd R. Seizinger, M.D, Ph.D.

  Director   November 8, 2021

 

 

 

 

 

 

 

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