Aprea Therapeutics, Inc. (APRE) CEO acquires warrants in placement

Rhea-AI Filing Summary

Aprea Therapeutics, Inc. reported that its President and CEO, who also serves as a director, participated in a private placement that closed on December 10, 2025. The executive acquired pre-funded warrants to purchase 21,459 shares of common stock at a purchase price of $1.165 per pre-funded warrant, and received accompanying common warrants to purchase up to an additional 21,459 shares.

The pre-funded warrants are immediately exercisable at an exercise price of $0.0001 per share, and the common warrants are immediately exercisable at an exercise price of $1.04 per share, in each case subject to a beneficial ownership cap of 4.99% of outstanding common stock or 9.99% of total voting power. Following these transactions, the executive beneficially owns 345,620 common shares directly, plus additional shares held indirectly through a daughter and son, as well as the newly issued pre-funded and common warrants.

Insider Trade Summary

Net Buyer: 42,918 shares ($25,000)

Net Buy 5 txns

Insider Gilad Oren

Role President/CEO

Bought 42,918 shs ($25K)

Type	Security	Shares	Price	Value
Purchase	Pre-Funded Warrant	21,459	$1.165	$25K
Purchase	Common Warrants	21,459	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Pre-Funded Warrant — 21,459 shares (Direct); Common Warrants — 21,459 shares (Direct); Common Stock — 345,620 shares (Direct); Common Stock — 1,200 shares (Indirect, By Daughter)

Footnotes (1)

1. 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 or for any other purpose. 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 pre-funded warrants ("Pre-Funded Warrants") to purchase an aggregate of 21,459 shares of the Issuer's common stock ("Shares") at a purchase price of $1.165 per Pre-Funded Warrant. The Reporting Person also received accompanying common warrants ("Common Warrants") to purchase up to an aggregate of 21,459 Shares. The Pre-Funded Warrants are immediately exercisable at any time after the date of issuance. Pursuant to the terms of the Pre-Funded Warrants, the Pre-Funded 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 (the "Beneficial Ownership Limitation") The Common Warrants are immediately exercisable, subject to the Beneficial Ownership Limitation. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 12/11/2025 - 08:30 AM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Gilad Oren

(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
X	Officer (give title below)		Other (specify below)
	President/CEO

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								345,620	D
Common Stock								1,200	I(1)	By Daughter
Common Stock								600	I(1)	By Son

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
Pre-Funded Warrant(2)	$0.0001	12/10/2025		P		21,459		12/10/2025	(3)	Common Stock	21,459	$1.165	21,459	D
Common Warrants(2)	$1.04	12/10/2025		P		21,459		12/10/2025	(4)	Common Stock	21,459	(4)	21,459	D

Explanation of Responses:

1. 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 or for any other purpose.

2. 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 pre-funded warrants ("Pre-Funded Warrants") to purchase an aggregate of 21,459 shares of the Issuer's common stock ("Shares") at a purchase price of $1.165 per Pre-Funded Warrant. The Reporting Person also received accompanying common warrants ("Common Warrants") to purchase up to an aggregate of 21,459 Shares.

3. The Pre-Funded Warrants are immediately exercisable at any time after the date of issuance. Pursuant to the terms of the Pre-Funded Warrants, the Pre-Funded 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 (the "Beneficial Ownership Limitation")

4. The Common Warrants are immediately exercisable, subject to the Beneficial Ownership Limitation. 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
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

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

The filing shows that Aprea Therapeutics' President and CEO, who is also a director, participated in a private placement that closed on December 10, 2025, acquiring pre-funded warrants and accompanying common warrants to buy shares of the company’s common stock.

How many Aprea Therapeutics (APRE) shares are covered by the new warrants?

The executive received pre-funded warrants to purchase 21,459 shares of common stock and accompanying common warrants to purchase up to an additional 21,459 shares of common stock.

What are the exercise prices of the Aprea Therapeutics (APRE) warrants?

The pre-funded warrants are exercisable at an exercise price of $0.0001 per share, while the common warrants have an exercise price of $1.04 per share. The pre-funded warrants were purchased at $1.165 per warrant.

What ownership limits apply to the Aprea Therapeutics (APRE) warrants?

Both the pre-funded warrants and the common warrants are subject to a beneficial ownership limitation that prevents exercises which would cause the holder and its affiliates to exceed 4.99% of outstanding common stock or 9.99% of the combined voting power of Aprea Therapeutics’ securities.

How many Aprea Therapeutics (APRE) shares does the executive beneficially own after these transactions?

After the reported transactions, the executive beneficially owns 345,620 shares of common stock directly, plus 1,200 shares held indirectly through a daughter and 600 shares held indirectly through a son, and also holds 21,459 pre-funded warrants and 21,459 common warrants.

When do the Aprea Therapeutics (APRE) warrants become exercisable and when do they expire?

The pre-funded warrants and common warrants are both immediately exercisable from December 10, 2025. The common warrants will 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 covering the underlying shares or the date those shares become eligible for sale under Rule 144.