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S-3 Filing
Aprea Therapeutics (APRE) S-3Shelf registration
Filed: 26 Jan 24, 6:03am
| Delaware (State or other jurisdiction of incorporation or organization) | | | 84-2246769 (I.R.S. Employer Identification Number) | |
| Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | | Smaller reporting company ☒ Emerging growth company ☒ | |
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| Assumed public offering price per share | | | | | | | | | | $ | 5.50 | | |
| Net tangible book value per share as of September 30, 2023 | | | | $ | 5.42 | | | | | | | | |
| Decrease in net tangible book value per share attributable to this offering | | | | $ | 0.08 | | | | | | | | |
| As adjusted net tangible book value per share as of September 30, 2023, after giving effect to this offering | | | | | | | | | | $ | 5.34 | | |
| Dilution per share to new investors purchasing shares in this offering | | | | | | | | | | $ | 0.16 | | |
| SEC registration fee | | | | $ | 22,140 | | |
| FINRA filing fee | | | | | 23,000 | | |
| Legal fees and expenses | | | | | * | | |
| Accounting fees and expenses | | | | | * | | |
| Printing expenses | | | | | * | | |
| Transfer agent and registrar fees | | | | | * | | |
| Trustee fees (including counsel fees) | | | | | * | | |
| Miscellaneous | | | | | * | | |
| Total | | | | $ | * | | |
| Exhibit No. | | | Description | |
| 1.1† | | | Form(s) of underwriting agreement(s). | |
| 1.2 | | | | |
| 3.1* | | | | |
| 3.2* | | | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Aprea Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on February 13, 2023) | |
| 3.3* | | | Certificate of Designation of Series A Non-Voting Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on May 17, 2022) | |
| Exhibit No. | | | Description | |
| 3.3* | | | | |
| 4.1 | | | | |
| 4.2† | | | Form of Debt Security | |
| 4.3† | | | Form(s) of Rights Agreement(s) (including form(s) of Rights). | |
| 4.4* | | | | |
| 4.5† | | | Form of Certificate of Designation of Preferred Stock. | |
| 4.6† | | | Form of Warrant Agreement and Warrant Certificate. | |
| 4.7† | | | Form of Certificate for Preferred Stock. | |
| 5.1 | | | Opinion of DLA Piper LLP (US), relating to the base prospectus. | |
| 5.2 | | | | |
| 23.1 | | | | |
| 23.2 | | | | |
| 24.1 | | | | |
| 25.1†† | | | Statement of Eligibility of Trustee on Form T-1. | |
| 107 | | | |
| | | | APREA THERAPEUTICS, INC. | | |||
| | | | By: | | | /s/ Oren Gilad Oren Gilad, Ph.D. President, Chief Executive Officer and Director (Principal Executive Officer) | |
| | | | | | | /s/ John P. Hamill John P. Hamill Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |
| Signature | | | Title | | | Date | |
| /s/ Oren Gilad Oren Gilad, Ph.D. | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | January 26, 2024 | |
| /s/ John P. Hamill John P. Hamill | | | Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | January 26, 2024 | |
| /s/ Marc Duey Marc Duey | | | Director | | | January 26, 2024 | |
| /s/ Michael Grissinger Michael Grissinger | | | Director | | | January 26, 2024 | |
| Signature | | | Title | | | Date | |
| /s/ John B. Henneman John B. Henneman III | | | Director | | | January 26, 2024 | |
| /s/ Rifat Pamukcu Rifat Pamukcu, M.D. | | | Director | | | January 26, 2024 | |
| /s/ Richard Peters Richard Peters, M.D., Ph.D. | | | Director | | | January 26, 2024 | |
| /s/ Gabriel Gruia Gabriel Gruia, M.D. | | | Director | | | January 26, 2024 | |
| /s/ Bernd Seizinger Bernd R. Seizinger, M.D., Ph.D. | | | Director | | | January 26, 2024 | |
| /s/ Jean-Pierre Bizzari Jean-Pierre Bizzari, M.D. | | | Director | | | January 26, 2024 | |