Aprea Therapeutics (APRE) director buys 21,459 shares and matching warrants

Rhea-AI Filing Summary

Aprea Therapeutics, Inc. reported that a director purchased 21,459 shares of common stock in a private placement on December 10, 2025 at a price of $1.165 per share and received accompanying common warrants to purchase up to 21,459 additional shares at an exercise price of $1.04.

After the transaction, the report shows 256,155 shares held directly, 602 shares held by a spouse and 21,459 common warrants. The warrants are immediately exercisable but cannot be used if exercise would push the holder above 4.99% beneficial ownership of common stock or 9.99% of the issuer’s total voting power, and they expire five years after the earlier of a registration of the underlying shares or the date those shares become eligible for resale under Rule 144 on a cashless basis.

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^*

Duey Marc

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		21,459(1)	A	$1.165	256,155	D
Common Stock								602	I	By Spouse(2)

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		21,459		12/10/2025	(3)(4)	Common Stock	21,459	(3)(4)	21,459	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 21,459 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 21,459 Shares.

2. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose.

3. 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.

4. 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 P. Hamill, as Attorney-in-Fact	12/11/2025
	** Signature of Reporting Person	Date
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FAQ

What insider stock transaction did Aprea Therapeutics (APRE) disclose?

A director bought 21,459 shares of Aprea Therapeutics common stock on December 10, 2025 in a private placement and received matching common warrants.

How many APRE shares does the director hold after this transaction?

Following the reported transaction, the filing shows 256,155 shares held directly and 602 shares held indirectly through the director’s spouse.

What are the key terms of the common warrants received in the APRE transaction?

The director received common warrants to purchase up to 21,459 shares of common stock at an exercise price of $1.04 per share, as shown in the derivative securities table.

What ownership limits apply to the Aprea Therapeutics common warrants?

The warrants cannot be exercised if doing so would cause the holder and its affiliates to beneficially own more than 4.99% of Aprea’s common stock or exceed 9.99% of the issuer’s total voting power.

When do the Aprea Therapeutics common warrants reported on this form expire?

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

Was the APRE director’s purchase part of a broader financing transaction?

Yes. The explanation notes that on December 8, 2025 Aprea entered a securities purchase agreement with accredited investors, including the director, and on December 10, 2025 issued and sold to the director 21,459 shares at $1.165 per share in a private placement with accompanying common warrants.