Current Report Filing (8-k)
25 February 2023 - 9:29AM
Edgar (US Regulatory)
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0001781983
2023-02-22
2023-02-22
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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
February
22, 2023
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.) |
|
|
|
3805 Old Easton Road
Doylestown,
PA
(Address of principal executive offices) |
18902
(Zip Code) |
|
|
|
|
Registrant's
telephone number, including area code: (617)
463-9385
(Former name or former address, if changed
since last report): |
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 1.01 |
Entry into a Material Definitive Agreement. |
On February 22, 2023,
Aprea Therapeutics, Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting
Agreement”) with Maxim Group LLC as representative of the underwriters named therein (the “Underwriters”) relating to
the issuance and sale of 1,050,000 shares of the Company’s common stock, par value $0.001 per share (the “Offering”).
The price to the public in the Offering is $5.25 per share, before underwriting discounts and commissions. Under the terms of the Underwriting
Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 157,500 shares
of common stock. The net proceeds to the Company from the Offering are expected to be approximately $4.8 million, after deducting underwriting
discounts and commissions and estimated Offering expenses payable by the Company, assuming no exercise by the Underwriters of their option
to purchase additional shares of common stock. The transactions contemplated by the Underwriting Agreement are expected to close on February 27,
2023, subject to the satisfaction of customary closing conditions.
The Offering is being made
pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-250041) which became effective on November 30,
2020, as supplemented by a preliminary and final prospectus supplement thereunder, filed with the Securities and Exchange Commission pursuant
to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
The Underwriting Agreement
contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations
of the Company and the Underwriter, including for liabilities under the Securities Act, other obligations of the parties and termination
provisions. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report and is incorporated herein by reference.
The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement.
The legal opinion, including
the related consent, of DLA Piper LLP (US) relating to the legality of the issuance and sale of the shares of the Company’s common
stock in the Offering is filed as Exhibit 5.1 to this Current Report.
This Current Report contains
forward-looking statements that involve risk and uncertainties, such as statements related to the anticipated closing of the Offering
and the amount of net proceeds expected from the Offering. The risks and uncertainties involved include the Company’s ability to
satisfy certain conditions to closing on a timely basis or at all, as well as other risks detailed from time to time in the Company’s
Securities and Exchange Commission filings.
On
February 22, 2023, the Company issued a press release announcing that it had commenced the Offering, and on February 22, 2023,
the Company issued a press release announcing that it had priced the Offering. Copies of these press releases are attached as Exhibits
99.1 and 99.2 hereto, respectively, and incorporated herein by reference.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
|
Description |
|
|
1.1 |
|
Underwriting Agreement, dated as of February 22, 2023, between Aprea Therapeutics, Inc. and Maxim Group LLC. |
5.1 |
|
Opinion of DLA Piper LLP (US). |
23.1 |
|
Consent of DLA Piper LLP (US) (contained in Exhibit 5.1). |
99.1 |
|
Press Release of Aprea Therapeutics, Inc., dated February 22, 2023 |
99.2 |
|
Press Release of Aprea Therapeutics, Inc., dated February 22, 2023 |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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. |
|
Date: February 24, 2023 |
By: |
/s/ Oren Gilad |
|
Name: |
Oren Gilad, Ph.D. |
|
Title: |
Chief Executive Officer |
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