Aprea Therapeutics Announces $5.6 Million Private Placement Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

Aprea Therapeutics (Nasdaq: APRE) announced a private placement to sell 6,288,857 shares (or pre-funded warrants) plus warrants to purchase an additional 6,288,857 shares, with a combined effective offering price of $0.89 per unit, generating estimated gross proceeds of $5.6 million.

Warrants have a $0.765 exercise price, are exercisable immediately, and expire two years after the resale registration statement effectiveness; proceeds will fund R&D and to backfill patients in the ACESOT-1 APR-1051 study. Maxim Group is sole placement agent; close expected on or about Jan 30, 2026.

Positive

• Raises approximately $5.6M in gross proceeds
• Proceeds designated for R&D and clinical trial patient backfill
• Warrants exercisable immediately, enabling potential follow-on capital

Negative

• Issuance of 6,288,857 shares increases outstanding share count
• Warrants could add up to 6,288,857 additional shares if exercised
• Placement agent fees and expenses will reduce net proceeds

News Market Reaction

-22.78% 56.2x vol

22 alerts

-22.78% News Effect

+28.3% Peak Tracked

-30.8% Trough Tracked

-$2M Valuation Impact

$5M Market Cap

56.2x Rel. Volume

On the day this news was published, APRE declined 22.78%, reflecting a significant negative market reaction. Argus tracked a peak move of +28.3% during that session. Argus tracked a trough of -30.8% from its starting point during tracking. Our momentum scanner triggered 22 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $2M from the company's valuation, bringing the market cap to $5M at that time. Trading volume was exceptionally heavy at 56.2x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Shares offered: 6,288,857 shares Investor warrants: 6,288,857 warrants Effective offering price: $0.89 +4 more

7 metrics

Shares offered 6,288,857 shares Common stock (or pre-funded warrants) in the 2026 private placement

Investor warrants 6,288,857 warrants Warrants to purchase common stock issued with the placement

Effective offering price $0.89 Per share (or pre-funded warrant) plus accompanying warrant

Warrant exercise price $0.765 Exercise price per share for warrants issued in the Offering

Gross proceeds $5.6 million Estimated gross proceeds before fees and expenses

Warrant term 2 years Expiry from effectiveness date of resale registration statement

Closing date January 30, 2026 Expected closing date, subject to customary conditions

Market Reality Check

Price: $0.5900 Vol: Volume 86,984 is 9% above...

normal vol

$0.5900 Last Close

Volume Volume 86,984 is 9% above the 20-day average of 79,951, indicating slightly elevated trading interest pre-offering. normal

Technical Shares at $0.7641 are trading below the 200-day MA of $1.46, reflecting a weak longer-term trend ahead of this financing.

Peers on Argus

APRE is down 7.83% while several biotech peers like INAB (-6.22%) and CYCCP (-5....

APRE is down 7.83% while several biotech peers like INAB (-6.22%) and CYCCP (-5.61%) are also lower, but no names appeared in the momentum scanner, indicating a stock-specific reaction to the financing.

Previous Private placement Reports

2 past events · Latest: Dec 09 (Negative)

Same Type Pattern 2 events

Date	Event	Sentiment	Move	Catalyst
Dec 09	Private placement financing	Negative	-10.8%	Announced $3.1M at-the-market private placement with immediately exercisable warrants.
Mar 11	Private placement financing	Negative	-5.0%	Announced private placement financing of up to $34.0M for the company.

Pattern Detected

Past private placements for APRE have been followed by share price declines, suggesting a consistent negative reaction to dilution events.

Recent Company History

Over the past two years, Aprea has repeatedly used private placements to fund its pipeline. A $3.1M at-the-market deal on Dec 9, 2025 and a financing announced on Mar 11, 2024 both coincided with declines of -10.8% and -5.05%. Today’s at-the-market private placement fits this pattern of raising equity capital that the market has historically treated as dilutive.

Historical Comparison

private placement

+7.9 %

Average Historical Move

Historical Analysis

In the past, APRE’s private placement announcements led to average moves of about 7.93%. Today’s -7.83% reaction to a new private placement is broadly consistent with that historical magnitude.

Typical Pattern

APRE has repeatedly relied on private placements in 2024 and 2025, using at-the-market structures with attached warrants to secure funding for its clinical programs.

Market Pulse Summary

The stock dropped -22.8% in the session following this news. A negative reaction despite the added $...

Analysis

The stock dropped -22.8% in the session following this news. A negative reaction despite the added $5.6M in funding fits APRE’s history, where prior private placements saw moves of -10.8% and -5.05%. The stock already traded 83.57% below its 52-week high and below its 200-day MA, and recent Nasdaq minimum bid price issues may amplify concerns about dilution and financing dependence.

Key Terms

private placement, pre-funded warrants, warrants, at-the-market, +4 more

8 terms

private placement financial

"to sell an aggregate of 6,288,857 shares... 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

"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 6,288,857 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"

"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.

exercise price financial

"The warrants to be issued will have an exercise price of $0.765 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

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.

registration statement regulatory

"two-year anniversary from the effectiveness date of the registration statement covering the resale"

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.

AI-generated analysis. Not financial advice.

DOYLESTOWN, Pa., Jan. 29, 2026 (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 institutional investors and certain insiders of the Company to sell an aggregate of 6,288,857 shares of common stock (or pre-funded warrants in-lieu thereof), together with warrants to purchase up to an aggregate 6,288,857 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 $0.89. The warrants to be issued will have an exercise price of $0.765 per share, will be exercisable immediately upon issuance, and will expire on the two-year anniversary from the effectiveness date of the registration statement covering the resale of the securities purchased in the Offering.

The gross proceeds to the Company from the Offering are estimated to be approximately $5.6 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 Offering is expected to close on or about January 30, 2026, subject to the satisfaction of customary closing conditions.

“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,” said Oren Gilad, CEO of Aprea Therapeutics. “By adding more patients to our safety and early efficacy dataset, we expect to accelerate our ability to define the optimal dose and patient population, which we believe will drive the program toward clinical and value-creating inflection points.”

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 January 29, 2026 about financing?

Aprea announced a private placement to raise approximately $5.6 million gross by selling 6,288,857 shares plus matching warrants. According to the company, the offering is priced at-the-market at a combined effective price of $0.89 per unit.

How many warrants and what exercise price were included in Aprea's APRE offering?

The offering includes warrants to purchase up to 6,288,857 shares with a $0.765 exercise price, exercisable immediately. According to the company, the warrants expire two years after the registration statement effectiveness.

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

The offering is expected to close on or about January 30, 2026, subject to customary conditions. According to the company, Maxim Group LLC is acting as the sole placement agent for the transaction.

How will Aprea (APRE) use the net proceeds from the January 2026 offering?

Aprea intends to use upfront net proceeds for general corporate purposes and research and development. According to the company, funds are targeted to backfill patients at key dose levels in the ACESOT-1 APR-1051 study.

What is the shareholder dilution impact from Aprea's Jan 29, 2026 financing (APRE)?

The offering directly issues 6,288,857 shares and includes warrants for the same amount, potentially doubling issued units if fully exercised. According to the company, full exercise would add up to 6,288,857 additional shares outstanding.