Aprea Therapeutics Announces $3.1 Million Private Placement Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

Aprea Therapeutics (Nasdaq: APRE) announced a private placement to sell 2,623,023 shares (or pre-funded warrants) plus warrants to purchase up to 2,623,023 shares, priced at-the-market under Nasdaq rules.

The combined effective offering price per share (or pre-funded warrant) with accompanying warrant is $1.165, producing estimated gross proceeds of approximately $3.1 million before placement agent fees and expenses. Warrants carry a $1.04 exercise price, are exercisable immediately, and expire on the five-year anniversary tied to registration/resale eligibility.

The company said net proceeds are intended for general corporate purposes and R&D and are expected to extend cash runway into Q1 2027. The Offering is expected to close on or about December 10, 2025, with Maxim Group as sole placement agent.

Positive

• Gross proceeds of approximately $3.1 million
• Net proceeds expected to extend cash runway into Q1 2027
• Warrants are immediately exercisable with a five-year term

Negative

• Issuance of 2,623,023 shares plus equal number of warrants creates dilution
• Proceeds are $3.1M before fees, a modest financing for a clinical-stage biotech
• Offering priced at-the-market could pressure share price near issuance

Key Figures

Shares offered 2,623,023 shares Common stock (or pre-funded warrants) sold in the private placement

Investor warrants 2,623,023 warrants Warrants to purchase common stock issued with the private placement

Offering price $1.165 per unit Combined effective price per share (or pre-funded warrant) plus warrant

Warrant exercise price $1.04 per share Exercise price for warrants issued in the Offering

Gross proceeds $3.1 million Estimated gross proceeds before fees and expenses

Warrant term 5 years Warrants expire on the five-year anniversary tied to resale eligibility

Section relied upon Section 4(a)(2) Exemption from registration under the Securities Act for the Offering

Regulation used Regulation D Private placement conducted under Regulation D of the Securities Act

Market Reality Check

$1.04 Last Close

Volume Volume 126,683 is 1.6x the 20-day average of 78,947 ahead of the financing news. high

Technical Shares at $1.04 are trading below the 200-day moving average of $1.68, and 79.2% below the 52-week high of $5.00.

Peers on Argus 1 Down

APRE was down 1.89% pre-announcement while close biotech peers showed mixed moves (e.g., AEON up 8.74%, CYCCP down 5.61%, KPRX up 2.99%), indicating stock-specific rather than broad sector trading.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 12	Earnings and update	Positive	-4.5%	Q3 results with $13.7M cash and runway into Q4 2026 plus clinical update.
Oct 24	Clinical data update	Positive	-7.9%	Early activity from APR-1051 in ACESOT-1051 with stable disease signals.
Oct 15	Clinical trial strategy	Positive	-1.3%	RP2D set for ATRN-119 and pivot toward combination strategies.
Oct 14	Conference presentations	Neutral	+2.7%	Announcement of poster presentations for APR-1051 and ATRN-119 at EORTC-NCI-AACR.
Aug 28	Investor conference	Neutral	-0.9%	Participation in H.C. Wainwright conference to present corporate story.

Pattern Detected

Recent clinical and earnings updates with generally constructive operational details were followed by mostly negative price reactions, suggesting a pattern of weak tape even on ostensibly positive news.

Recent Company History

Over the last few months, Aprea has repeatedly updated investors on its pipeline and finances. On Aug 12, 2025 and Nov 12, 2025, 10‑Q filings highlighted net losses, limited cash and going‑concern language, while clinical 8‑Ks in October 2025 detailed RP2D selection for ATRN‑119 and early activity for APR‑1051. Despite these clinical milestones and conference exposure, shares often traded down after news, and today’s private placement adds equity financing to that backdrop.

Market Pulse Summary

This announcement details a $3.1 million private placement of 2,623,023 shares (or pre-funded warrants) plus matching warrants at a combined price of $1.165. Management expects proceeds to extend the cash runway into Q1 2027, supplementing earlier disclosures about limited liquidity. Investors may track how this financing interacts with prior going‑concern language, future clinical milestones for APR‑1051 and ATRN‑119, and any additional capital-raising activity.

Key Terms

private placement financial

"warrants to purchase up to an aggregate 2,623,023 shares of common stock, in a private placement priced at-the-market"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

pre-funded warrants financial

"2,623,023 shares of common stock (or pre-funded warrants in-lieu thereof), together with warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

warrants financial

"together with warrants to purchase up to an aggregate 2,623,023 shares of common stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

at-the-market financial

"in a private placement priced at-the-market under Nasdaq rules (the “Offering”)."

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

registration statement regulatory

"effectiveness date of the registration statement covering the resale of the securities purchased"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

Section 4(a)(2) regulatory

"made in a private placement under Section 4(a)(2) of the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"and/or Regulation D promulgated thereunder, and the securities have not been registered"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Rule 144 regulatory

"date the shares underlying the warrants are eligible for resale under Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

AI-generated analysis. Not financial advice.

Financing from new and existing healthcare focused investors

The proceeds are expected to extend the Company’s cash runway into Q1 2027, with potential inflection points anticipated in its clinical programs during that period

DOYLESTOWN, Pa., Dec. 09, 2025 (GLOBE NEWSWIRE) -- Aprea Therapeutics, Inc. (Nasdaq: APRE) (“Aprea”, or the “Company”), a clinical-stage biopharmaceutical company developing innovative treatments that exploit specific cancer cell vulnerabilities while minimizing damage to healthy cells, today announced that it has entered into a securities purchase agreement with new and existing healthcare focused investors and certain insiders of the Company to sell an aggregate of 2,623,023 shares of common stock (or pre-funded warrants in-lieu thereof), together with warrants to purchase up to an aggregate 2,623,023 shares of common stock, in a private placement priced at-the-market under Nasdaq rules (the “Offering”). The combined effective offering price for each share of common stock (or pre-funded warrant in-lieu thereof) and accompanying warrant to be issued is $1.165. The warrants to be issued will have an exercise price of $1.04 per share, will be exercisable immediately upon issuance, and will expire on the five-year anniversary of the earlier of the effectiveness date of the registration statement covering the resale of the securities purchased in the Offering and the date the shares underlying the warrants are eligible for resale under Rule 144.

The gross proceeds to the Company from the Offering are estimated to be approximately $3.1 million before deducting the placement agent’s fees and other estimated Offering expenses. The Company intends to use the upfront net proceeds from the private placement for general corporate purposes and for research and development expenses. The Company believes the aggregate net proceeds from the Offering will be sufficient to fund the Company into 2027 based on current projections. The Offering is expected to close on or about December 10, 2025, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as the sole placement agent in connection with the Offering.

The offer and sale of the foregoing securities are being made in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, and the securities have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the securities purchased in the private placement.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.

About Aprea
Aprea is pioneering a new approach to treat cancer by exploiting vulnerabilities associated with cancer cell mutations. This approach was developed to kill tumors but to minimize the effect on normal, healthy cells, decreasing the risk of toxicity that is frequently associated with chemotherapy and other treatments. Aprea’s technology has potential applications across multiple cancer types, enabling it to target a range of tumors, including ovarian, endometrial, colorectal, prostate, and breast cancers.

The company’s lead programs are APR-1051, an oral, small-molecule inhibitor of WEE1 kinase, and ATRN-119, a small molecule ATR inhibitor, both in clinical development for solid tumor indications. For more information, please visit the company website at www.aprea.com.

Forward-Looking Statement
Certain information contained in this press release includes “forward-looking statements”, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended related to our study analyses, clinical trials, regulatory submissions, and projected cash position. We may, in some cases use terms such as “future,” “predicts,” “believes,” “potential,” “continue,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “targeting,” “confidence,” “may,” “could,” “might,” “likely,” “will,” “should” or other words that convey uncertainty of the future events or outcomes to identify these forward-looking statements. Our forward-looking statements are based on current beliefs and expectations of our management team and on information currently available to management that involve risks, potential changes in circumstances, assumptions, and uncertainties. All statements contained in this press release other than statements of historical fact are forward-looking statements, including statements regarding our ability to develop, commercialize, and achieve market acceptance of our current and planned products and services, our research and development efforts, including timing considerations and other matters regarding our business strategies, use of capital, results of operations and financial position, and plans and objectives for future operations. Any or all of the forward-looking statements may turn out to be wrong or be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. These forward-looking statements are subject to risks and uncertainties including, without limitation, the risk that the proposed private placement and the transactions described herein may not be completed in a timely manner or at all, the failure to realize the anticipated benefits of the private placement and related transactions, market and other conditions, as well as other factors described under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in the documents we file with the U.S. Securities and Exchange Commission. For all these reasons, actual results and developments could be materially different from those expressed in or implied by our forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of this press release. We undertake no obligation to update such forward-looking statements for any reason, except as required by law.

Investor Contact:

Mike Moyer
LifeSci Advisors
mmoyer@lifesciadvisors.com

FAQ

What did Aprea (APRE) announce on December 9, 2025 about financing?

Aprea announced a private placement to sell 2,623,023 shares (or pre-funded warrants) plus warrants, expected to raise ~$3.1M gross.

How will the APRE private placement affect the company's cash runway?

The company expects the net proceeds from the offering will extend its cash runway into Q1 2027 based on current projections.

What are the warrant terms in Aprea's (APRE) December 2025 offering?

Warrants cover up to 2,623,023 shares, have a $1.04 exercise price, are exercisable immediately, and expire on a five-year anniversary tied to registration/resale eligibility.

When is the APRE private placement expected to close and who is the placement agent?

The Offering is expected to close on or about December 10, 2025, with Maxim Group acting as sole placement agent.

Will Aprea register the resale of the private placement securities (APRE)?

Yes; the company agreed to file a registration statement with the SEC to register resale of the securities purchased in the private placement.

How might the APRE offering affect existing shareholders?

The issuance of 2,623,023 shares plus warrants represents potential dilution to existing shareholders if warrants are exercised.