Aprea Therapeutics, Inc. (APRE) CFO reports share purchase and warrants

Rhea-AI Filing Summary

Aprea Therapeutics, Inc.

As part of the same private placement, he also received common warrants to purchase up to 5,000 additional shares of common stock at an exercise price of $1.04 per share. The warrants are immediately exercisable but contain beneficial ownership limits that generally cap holdings at 4.99% of outstanding common stock or 9.99% of combined voting power. The warrants expire on the fifth anniversary of the earlier of the effectiveness of a registration statement for the underlying shares or the date those shares become eligible for sale under Rule 144, assuming cashless exercise.

12/11/2025 - 08:31 AM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hamill John P.

(Last) (First) (Middle)

3805 OLD EASTON ROAD

(Street)

DOYLESTOWN PA 18902

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Aprea Therapeutics, Inc. [ APRE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SrVP/CFO/Prin Fin & Acct Ofcr

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/10/2025		P		5,000(1)	A	$1.165	27,733	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Warrant	$1.04	12/10/2025		P		5,000		12/10/2025	(2)(3)	Common Stock	5,000	(2)(3)	5,000	D

Explanation of Responses:

1. On December 8, 2025, the Issuer entered into a securities purchase agreement with certain accredited investors, including the Reporting Person. Pursuant to the terms of the Purchase Agreement, the Issuer issued and sold to the Reporting Person in a private placement which closed on December 10, 2025 an aggregate of 5,000 shares of the Issuer's common stock ("Shares") at a purchase price of $1.165. The Reporting Person also received accompanying common warrants ("Common Warrants") to purchase up to an aggregate of 5,000 Shares.

2. The Common Warrants are immediately exercisable, provided, that, the Common Warrants cannot be exercised to the extent that, upon giving effect to or immediately prior to such exercise, would cause either (i) the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) would exceed 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise or (ii) the combined voting power of the Issuer's securities beneficially owned by such holder (together with its affiliates) would exceed 9.99% of the combined voting power of all of the Issuer's securities outstanding immediately after giving effect to the exercise.

3. The Common Warrants will expire on or prior to 5:00 p.m. (New York City time) on the fifth year anniversary of the earlier of: (i) the effective date of the registration statement registering the underlying Shares of the Common Warrants and (ii) the date the Shares underlying the Common Warrants are eligible for sale under Rule 144 (assuming cashless exercise of the Common Warrants) without the requirement for the Issuer to be in compliance with the current public information required under Rule 144.

	/s/ John Hamill	12/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Aprea Therapeutics (APRE) report in this filing?

The filing reports that Senior Vice President and CFO John Hamill acquired 5,000 shares of Aprea Therapeutics common stock in a private placement that closed on December 10, 2025, and received common warrants to purchase up to 5,000 additional shares.

How many Aprea Therapeutics (APRE) shares did the CFO buy and at what price?

John Hamill purchased 5,000 shares of Aprea Therapeutics common stock at a purchase price of $1.165 per share in the private placement.

What are the key terms of the common warrants issued to the Aprea Therapeutics (APRE) CFO?

The CFO received common warrants to purchase up to 5,000 shares of common stock at an exercise price of $1.04 per share. The warrants are immediately exercisable, subject to beneficial ownership limits, and relate to the same private placement that closed on December 10, 2025.

What beneficial ownership limitations apply to the Aprea Therapeutics (APRE) common warrants?

The common warrants cannot be exercised if the exercise would cause the holder and its affiliates to beneficially own more than 4.99% of the outstanding common stock or more than 9.99% of the combined voting power of the issuer’s securities immediately after the exercise.

When do the Aprea Therapeutics (APRE) common warrants held by the CFO expire?

The common warrants will expire at or before 5:00 p.m. New York City time on the fifth anniversary of the earlier of (i) the effective date of the registration statement covering the underlying shares or (ii) the date the underlying shares are eligible for sale under Rule 144, assuming cashless exercise and without a current public information requirement.

How many Aprea Therapeutics (APRE) shares does the CFO own after this transaction?

After the reported transaction, John Hamill beneficially owns 27,733 shares of Aprea Therapeutics common stock directly, in addition to holding 5,000 common warrants.