As filed with the Securities and Exchange Commission on December
15, 2022
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)
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Delaware |
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84-2246769 |
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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535 Boylston Street
Boston, MA
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02116 |
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(Address of Principal Executive
Offices) |
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(Zip Code) |
Aprea Therapeutics, Inc. 2019 Equity Incentive Plan
(Full title of the plan)
Oren Gilad, Ph.D.
President 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 |
¨ |
|
Accelerated filer |
¨ |
| Non-accelerated filer |
x |
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Smaller
reporting company |
x |
| |
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|
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 7(a)(2)(B) of the Securities
Act. x
EXPLANATORY NOTE
This Registration Statement is being filed by Aprea Therapeutics,
Inc. (the “Registrant”) for the purpose of registering an
additional 2,874,377 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”).
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:
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5. |
The Registrant’s Current Reports filed with the Commission on
May 17, 2022, July 1, 2022, July 29, 2022, August 2, 2022, August 19, 2022, September 16, 2022, November 16, 2022 and November 17, 2022; |
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 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and
Officers.
Section 102 of the Delaware General Corporation Law permits a
corporation to eliminate the personal liability of its directors
for monetary damages for a breach of fiduciary duty as a director,
except where the director breached his or her duty of loyalty,
failed to act in good faith, engaged in intentional misconduct or
knowingly violated a law, authorized the payment of a dividend or
approved a stock repurchase in violation of Delaware corporate law
or obtained an improper personal benefit. The Registrant’s
certificate of incorporation provides that none of its directors
shall be personally liable to the Registrant or its stockholders
for monetary damages for any breach of fiduciary duty as a
director, notwithstanding any provision of law imposing such
liability, except to the extent that the Delaware General
Corporation Law prohibits the elimination or limitation of
liability of directors for breaches of fiduciary duty.
Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer,
employee, or agent of the corporation and certain other persons
serving at the request of the corporation in related capacities
against expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlements actually and reasonably incurred by the
person in connection with an action, suit or proceeding to which he
or she is or is threatened to be made a party by reason of such
position, if such person acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal action or
proceeding, had no reasonable cause to believe his or her conduct
was unlawful, except that, in the case of actions brought by or in
the right of the corporation, no indemnification shall be made with
respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only
to the extent that the Court of Chancery or other adjudicating
court determines that, despite the adjudication of liability but in
view of all of the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
The Registrant’s certificate of incorporation provides that it will
indemnify each person who was or is a party or is threatened to be
made a party or is involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of us) by
reason of the fact that he or she is or was, or has agreed to
become, the Registrant’s director or officer, or is or was serving,
or has agreed to serve, at the Registrant’s request as a director,
officer, partner, employee or trustee of, or in a similar capacity
with, another corporation, partnership, joint venture, trust or
other enterprise (all such persons being referred to as an
“Indemnitee”), or by reason of any action alleged to have been
taken or omitted in such capacity, against all expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action,
suit or proceeding and any appeal therefrom, if such Indemnitee
acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, the Registrant’s best interests, and,
with respect to any criminal action or proceeding, he or she had no
reasonable cause to believe his or her conduct was unlawful. The
Registrant’s certificate of incorporation also provides that the
Registrant will indemnify any Indemnitee who was or is a party to
an action or suit by or in the right of us to procure a judgment in
the Registrant’s favor by reason of the fact that the Indemnitee is
or was, or has agreed to become, the Registrant’s director or
officer, or is or was serving, or has agreed to serve, at the
Registrant’s request as a director, officer, partner, employee or
trustee of, or in a similar capacity with, another corporation,
partnership, joint venture, trust or other enterprise, or by reason
of any action alleged to have been taken or omitted in such
capacity, against all expenses (including attorneys’ fees) and, to
the extent permitted by law, amounts paid in settlement actually
and reasonably incurred in connection with such action, suit or
proceeding, and any appeal therefrom, if the Indemnitee acted in
good faith and in a manner he or she reasonably believed to be in,
or not opposed to, the Registrant’s best interests, except that no
indemnification shall be made with respect to any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the Registrant, unless a court determines that, despite
such adjudication but in view of all of the circumstances, he or
she is entitled to indemnification of such expenses.
Notwithstanding the foregoing, to the extent that any Indemnitee
has been successful, on the merits or otherwise, he or she will be
indemnified by the Registrant against all expenses (including
attorneys’ fees) actually and reasonably incurred by him or her or
on his or her behalf in connection therewith. If the Registrant
does not assume the defense, expenses must be advanced to an
Indemnitee under certain circumstances.
The Registrant has entered into indemnification agreements with
each of its executive officers and directors. In general, these
agreements provide that the Registrant will indemnify the director
or executive officer to the fullest extent permitted by law for
claims arising in his or her capacity as a director or executive
officer of the Registrant or in connection with their service at
the Registrant’s request for another corporation or entity. The
indemnification agreements also provide for procedures that will
apply in the event that a director or executive officer makes a
claim for indemnification and establish certain presumptions that
are favorable to the director or executive officer.
The Registrant maintains a general liability insurance policy that
covers certain liabilities of its directors and officers arising
out of claims based on acts or omissions in their capacities as
directors or officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits.
* Filed
herewith.
Item 9. Undertakings
(a) The Registrant hereby
undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement;
and
(iii) To include any material information
with respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of
a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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 15th day of
December, 2022.
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APREA THERAPEUTICS,
INC.
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By: |
/s/ Oren Gilad |
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Name |
Oren Gilad |
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Title |
President 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
Oren Gilad 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 of 1933, as
amended, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
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Signature |
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Title |
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Date |
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| /s/ Oren Gilad |
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Chairman
and Chief Executive Officer and Director |
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December 15, 2022 |
| Oren Gilad, Ph.D. |
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(Principal Executive
Officer) |
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| /s/ Scott M. Coiante |
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Senior
Vice President, Chief Financial Officer and Secretary |
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December 15, 2022 |
| Scott M. Coiante |
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(Principal Financial and
Accounting Officer) |
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| /s/ Marc Duey |
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Director |
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December 15, 2022 |
| Marc Duey |
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| /s/ Michael
Grissinger |
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Director |
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December 15, 2022 |
| Michael Grissinger |
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| /s/ John B. Henneman |
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Director |
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December 15, 2022 |
| John B. Henneman III |
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| /s/ Rifat Pamukcu |
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Director |
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December 15, 2022 |
| Rifat Pamukcu, M.D. |
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| /s/ Richard Peters |
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Director |
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December 15, 2022 |
| Richard Peters, M.D.,
Ph.D. |
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| /s/ Christian S. Schade |
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Director |
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December 15, 2022 |
| Christian S. Schade |
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/s/ Bernd Seizinger |
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Director |
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December 15, 2022 |
| Bernd R. Seizinger, M.D, Ph.D. |
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