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Aprea Therapeutics (NASDAQ: APRE) investors approve reverse split range

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Aprea Therapeutics, Inc. reported results of its 2026 annual stockholder meeting. Of 12,382,776 common shares entitled to vote, 8,268,451 shares, or approximately 66.8%, were represented, establishing a quorum.

Stockholders elected three Class I directors—Marc Duey, Richard Peters, M.D., and Bernd R. Seizinger, M.D., Ph.D.—to serve until the 2029 annual meeting or until successors are elected and qualified. EisnerAmper LLP was ratified as independent registered public accounting firm for fiscal year 2026.

Stockholders approved an amendment to the certificate of incorporation authorizing the board to implement a reverse stock split at a ratio between one-for-three and one-for-eight, with the exact ratio and timing left to the board’s discretion. They also approved, on a non-binding basis, executive compensation and, by advisory vote, indicated a preference for annual say-on-pay votes. An adjournment proposal related to the reverse split was also approved.

Positive

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares entitled to vote 12,382,776 shares Common stock entitled to vote at 2026 annual meeting
Shares represented 8,268,451 shares Shares present in person or by proxy, about 66.8% participation
Reverse split range 1-for-3 to 1-for-8 Authorized board discretion for common stock reverse split
Reverse split approval votes for 8,038,052 votes Votes for Proposal 3 authorizing reverse stock split range
Auditor ratification votes for 8,107,969 votes Votes for ratifying EisnerAmper LLP for fiscal year 2026
Say-on-pay votes for 5,777,837 votes Non-binding advisory approval of named executive officer compensation
Say-on-pay 1-year frequency votes 4,276,181 votes Votes favoring annual advisory vote on executive compensation
reverse stock split financial
"authorized the Board to effect a reverse stock split of the Common Stock at a ratio of not less than one-for-three and not more than one-for-eight"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
non-binding advisory vote financial
"stockholders voted to approve, by non-binding advisory vote, the compensation of the Company’s named executive officers"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
broker non-votes financial
"as well as abstentions and broker non-votes, if applicable, in respect of each such proposal"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
quorum financial
"8,268,451 shares, or approximately 66.8%, were represented at the Annual Meeting in person or by proxy, constituting a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
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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

 

June 16, 2026

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: (215) 948-4119

 

(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   The NASDAQ Stock Market LLC

 

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 ¨

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

At the 2026 annual meeting of stockholders (the “Annual Meeting”) of Aprea Therapeutics, Inc. (the “Company”) held on June 16, 2026, the following proposals were submitted to the stockholders of the Company:

 

Proposal 1: A proposal to elect three Class I directors of the Company, Marc Duey, Richard Peters, M.D., and Bernd R. Seizinger, M.D., Ph.D., each to hold office until the 2029 Annual Meeting of Stockholders or until their respective successors shall have been duly elected and qualified.

 

Proposal 2: A proposal to ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.

 

Proposal 3: A proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, and to authorize the Board of Directors of the Company (the “Board”) to effect a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a ratio of not less than one-for-three and not more than one-for-eight of the Common Stock (with all fractional shares rounded up to the nearest whole share) (the “Reverse Stock Split”), with the exact ratio to be set within this range by the Board in its sole discretion (without reducing the authorized number of shares of the Common Stock), and with the Reverse Stock Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion (“Proposal 3”).

 

Proposal 4: A proposal to approve, by non-binding advisory vote, the compensation of the Company’s named executive officers.

 

Proposal 5: A proposal to approve, by non-binding advisory vote, the frequency of future votes on the compensation of the Company’s named executive officers.

 

Proposal 6: A proposal to approve the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 3.

 

For more information about the foregoing proposals, see the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 30, 2026. Of the 12,382,776 shares of the Company’s Common Stock entitled to vote at the Annual Meeting, 8,268,451 shares, or approximately 66.8%, were represented at the Annual Meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below.

 

Proposal 1: Election of Class I Directors.

 

The Company’s stockholders elected the following directors to serve as Class I directors until the 2029 Annual Meeting of Stockholders of the Company or until their successors are duly elected and qualified. The votes regarding the election of the directors were as follows:

 

Director  Votes For   Votes Withheld   Broker Non-Votes 
Marc Duey   5,817,488    64,578    2,386,385 
Richard Peters, M.D.   5,824,115    57,951    2,386,385 
Bernd R. Seizinger, M.D., Ph.D.   5,495,110    386,956    2,386,385 

 

 

 

 

Proposal 2: Ratification of Appointment EisnerAmper LLP.

 

The Company’s stockholders ratified the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year 2026. The votes regarding this proposal were as follows:

 

  Votes For   Votes Against   Votes Abstaining   Broker Non-Votes
   8,107,969    44,299    116,183   0

 

Proposal 3: Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, and to authorize the Board to effect a reverse stock split of the Common Stock at a ratio of not less than one-for-three and not more than one-for-eight of the Common Stock (with all fractional shares rounded up to the nearest whole share) (the “Reverse Stock Split”), with the exact ratio to be set within this range by the Board in its sole discretion (without reducing the authorized number of shares of the Common Stock), and with the Reverse Stock Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion (“Proposal 3”).

 

The Company’s stockholders voted to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, and authorized the Board to effect a reverse stock split of the Common Stock at a ratio of not less than one-for-three and not more than one-for-eight of the Common Stock (with all fractional shares rounded up to the nearest whole share) (the “Reverse Stock Split”), with the exact ratio to be set within this range by the Board in its sole discretion (without reducing the authorized number of shares of the Common Stock), and with the Reverse Stock Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion (“Proposal 3”). The votes regarding this proposal were as follows:

 

Votes For   Votes Against   Votes Abstaining   Broker Non-Votes 
 8,038,052    210,751    19,648    0 

 

Proposal 4: Approval, by non-binding advisory vote, the compensation of the Company’s named executive officers.

 

The Company’s stockholders voted to approve, by non-binding advisory vote, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:

 

Votes For   Votes Against   Votes Abstaining   Broker Non-Votes 
 5,777,837    78,853    25,376    2,386,385 

 

Proposal 5: Approval, by non-binding advisory vote, the frequency of future votes on the compensation of the Company’s named executive officers.

 

The Company’s stockholders voted to approve, by non-binding advisory vote, the frequency of future votes on the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:

 

1 Year   2 Years   3 Years   Votes Abstaining 
 4,276,181    22,984    1,056,208    526,693 

 

Proposal 6: Approval of the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 3.

 

The Company’s stockholders voted to approve the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 3. The votes regarding this proposal were as follows:

 

Votes For   Votes Against   Votes Abstaining   Broker Non-Votes 
 8,056,154    191,486    20,811    0 

 

 

 

 

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.

 

Date: June 17, 2026 Aprea Therapeutics, Inc.
   
  By: /s/ Oren Gilad
    Oren Gilad, Ph.D.,
    President and Chief Executive Officer

 

 

 

FAQ

What did Aprea Therapeutics (APRE) stockholders approve at the 2026 annual meeting?

Stockholders approved director elections, auditor ratification, an amendment enabling a reverse stock split, non-binding executive compensation, say-on-pay frequency preferences, and an adjournment proposal related to the reverse split, covering governance and capital-structure flexibility items.

What reverse stock split range did Aprea Therapeutics (APRE) stockholders authorize?

Stockholders authorized the board to implement a reverse stock split of common stock at a ratio between one-for-three and one-for-eight, with fractional shares rounded up and timing and exact ratio determined at the board’s discretion under the approved amendment.

How many Aprea Therapeutics (APRE) shares were represented at the 2026 annual meeting?

A total of 8,268,451 shares of common stock were represented in person or by proxy out of 12,382,776 shares entitled to vote, meaning approximately 66.8% of eligible shares participated, which constituted a quorum for conducting meeting business.

Which directors were elected at Aprea Therapeutics’ 2026 annual meeting?

Stockholders elected Marc Duey, Richard Peters, M.D., and Bernd R. Seizinger, M.D., Ph.D., as Class I directors to serve until the 2029 annual meeting of stockholders, or until their respective successors are duly elected and qualified under the company’s classified board structure.

Did Aprea Therapeutics (APRE) stockholders approve executive compensation in 2026?

Yes. Stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, providing say-on-pay support while leaving the actual compensation decisions with the board’s compensation committee and broader governance framework.

What say-on-pay vote frequency did Aprea Therapeutics (APRE) stockholders prefer?

In the advisory vote on say-on-pay frequency, stockholders most strongly supported holding such votes every one year, compared with lower support for two-year or three-year intervals, guiding how often future executive compensation advisory votes may be scheduled.

Filing Exhibits & Attachments

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