Current Report Filing (8-k)
18 November 2022 - 8:32AM
Edgar (US Regulatory)
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2022-11-16
2022-11-16
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
November 16, 2022
Date of Report (Date of earliest event reported)
Aprea
Therapeutics, Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
001-39069 |
84-2246769 |
(State or
other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS
Employer
Identification No.) |
|
|
|
535
Boylston Street
Boston,
Massachusetts
(Address of principal executive offices) |
02116
(Zip Code) |
|
|
|
|
Registrant's
telephone number, including area code: (617)
463-9385
(Former name or former address, if changed
since last report): Not applicable |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on
which registered |
Common
stock, par value $0.001 per share |
|
APRE |
|
NASDAQ
Global Select Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company 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 13(a) of the Exchange Act.
Item 5.07. Submission of Matters to a Vote of Security
Holders.
At
the special meeting of stockholders (the “Special Meeting”) of Aprea Therapeutics, Inc. (the “Company”)
held on November 16, 2022, the following proposals were submitted to the stockholders of the Company. For more information about the foregoing
proposals, please refer to the Company’s proxy statement filed with the Securities and Exchange Commission on October 26, 2022.
| Proposal 1: | Stockholders approved the amendments to the Company’s
Certificate of Incorporation, to effect a reverse stock split at a ratio of 1-for-3 and 1-for-20, inclusive, with the exact ratio to
be set within that range at the discretion of the Company’s Board of Directors before February 28, 2023 without further approval
or authorization of our stockholders and with our Board of Directors able to elect to abandon such proposed amendment and not effect
the Reverse Stock Split authorized by stockholders, in its sole discretion. |
Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
36,030,837 | |
2,418,669 | |
450,037 | |
— |
| Proposal 2: | Stockholders approved the adjournment of the Special Meeting
to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Reverse
Stock Split Proposal. |
Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
36,441,099 | |
1,892,580 | |
565,864 | |
— |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Aprea Therapeutics, Inc. |
|
|
Dated: November 17, 2022 |
By: |
/s/ Oren Gilad |
|
Name: Oren Gilad |
|
Title: President and Chief Executive
Officer |
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