aibioAprea Therapeutics agrees to $5.6 million private placement priced at-the-market under Nasdaq rules
Tickers APRE
Aprea expects gross proceeds of approximately $5.6 million from selling 6,288,857 shares, or pre-funded warrants, with common warrants for the same number of shares at $0.765. Maxim Group LLC is placement agent for a 7% fee. Closing is expected January 30, 2026.
Key facts
- Company
- Aprea Therapeutics, Inc. (NASDAQ: APRE)
- News type
- Financings
- Primary source
- Aprea Therapeutics, Inc. Form 8-K filed January 29, 2026 (SEC EDGAR)
Aprea Therapeutics, Inc. (Nasdaq: APRE) agreed on January 28, 2026 to sell shares and warrants in a private placement that it expects to bring in gross proceeds of approximately $5.6 million, according to a Form 8-K filed January 29, 2026. The sale had not closed when the company filed. Closing is expected on January 30, 2026, subject to customary closing conditions. The company says the placement is priced at-the-market under Nasdaq rules.
The terms of the private placement
Aprea signed a securities purchase agreement with certain accredited investors. It agreed to sell 6,288,857 shares of common stock, or pre-funded warrants in place of shares, plus common warrants to buy up to 6,288,857 shares. The warrants carry an exercise price of $0.765 per share. The combined effective offering price for each share or pre-funded warrant and its accompanying warrant is $0.89. The 8-K says that price is the "Minimum Price" under Nasdaq Listing Rule 5635(d).
The 8-K says the common warrants are exercisable for 2 years after the earlier of the effective date of the registration agreement and the date the warrant shares become eligible for sale under Rule 144. It also says the warrants carry no Black Scholes cash-payment provisions. Neither type of warrant can be exercised if the holder would then own more than 4.99% of the outstanding common stock, or 9.99% at the holder's election. The press release describes the investors as new and existing healthcare focused institutional investors and certain insiders of the company.
The pre-funded warrants may be exercised by a cashless exercise formula at any time while they are outstanding.
Placement agent and fees
Maxim Group LLC is the company's placement agent, under a placement agency agreement with the company. Maxim is entitled to a cash fee of 7% of the gross cash proceeds paid by investors. Aprea also agreed to reimburse Maxim's reasonable expenses, up to $35,000.
An earlier agreement amended
On January 28, 2026, Aprea amended a securities purchase agreement dated December 8, 2025. The amendment was made with purchasers that held at least 50.1% in interest of the shares sold under that earlier agreement. Under the earlier agreement, the company was barred from issuing new shares and from variable rate transactions. As amended, both limits run only until January 27, 2026.
Use of proceeds
Aprea intends to use the upfront net proceeds for general corporate purposes and research and development. The press release quotes Chief Executive Officer Oren Gilad, Ph.D.: "We believe this financing will enable us to proactively backfill patients at key dose levels in our ongoing ACESOT-1 dose-escalation study evaluating APR-1051, our WEE1 kinase inhibitor, and this may increase the likelihood of successful dose optimization."
The release says the company's lead programs are APR-1051, an oral small-molecule WEE1 kinase inhibitor, and ATRN-119, a small molecule ATR inhibitor. The financing release gives no dose-escalation results, so the claim that backfilling patients may raise the odds of dose optimization is the company's own statement. In the same 8-K the company reported a separate January 29, 2026 press release announcing the first unconfirmed partial response observed in a patient in its Phase 1 ACESOT-1051 study. An unconfirmed response in one patient is an early signal, not proof of benefit.
Company background
Aprea is a Delaware corporation headquartered in Doylestown, Pennsylvania. The press release names Mike Moyer of LifeSci Advisors as its investor contact.
What comes next
The closing is expected on January 30, 2026. Under a Registration Rights Agreement dated January 29, 2026, the company must register the shares and warrant shares for resale. The pre-funded warrants can be exercised at any time while outstanding. The 8-K gives no cash balance for the company to measure the net proceeds against.