Aprea CFO buys warrants in private placement
Aprea Therapeutics SrVP/CFO John P. Hamill bought warrants linked to 61,956 shares of common stock in a private placement.
Accepted by SEC EDGAR
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Form Type
4
Rhea-AI Filing Summary
Aprea Therapeutics SrVP/CFO John P. Hamill bought warrants linked to 61,956 shares of common stock in a private placement. On March 31, 2026, he acquired 30,978 pre-funded warrants at $0.808 per warrant less a $0.001 exercise price and 30,978 accompanying common warrants with a $0.683 exercise price. The warrants are immediately exercisable but subject to a Beneficial Ownership Limitation that prevents exercises above 4.99% ownership of common stock or 9.99% of combined voting power.
Insider Trade Summary
Net Buyer: 61,956 shares
Net Buy
2 txns
Insider
Hamill John P.
Role
SrVP/CFO/Prin Fin & Acct Ofcr
Bought
61,956 shs ($25K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Purchase | Pre-Funded Warrant | 30,978 | $0.807 | $25K |
| Purchase | Common Warrant | 30,978 | $0.00 | $0.00 |
Holdings After Transaction:
Pre-Funded Warrant — 30,978 contracts (Direct);
Common Warrant — 30,978 contracts (Direct)
Holdings Before and After:
Pre-Funded Warrant, 0 to 30,978 contracts (Direct);
Common Warrant, 0 to 30,978 contracts (Direct)
Footnotes (3)
- F1. On March 30, 2026, the Issuer entered into a securities purchase agreement (the "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 March 31, 2026, (i) pre-funded warrants ("Pre-Funded Warrants") to purchase up to an aggregate of 30,978 shares of the Issuer's common stock ("Shares") at a purchase price of $0.808, less the $0.001 exercise price, per Pre-Funded Warrant and (ii) accompanying common warrants ("Common Warrants") to purchase up to an aggregate of 30,978 Shares.
- F2. 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")
- F3. The Common Warrants are immediately exercisable, subject to the Beneficial Ownership Limitation. The Common Warrants will expire on the earlier of (ii) December 31, 2029, and (ii) 30 calendars days after the date upon which the Pre-Funded Warrant is exercised, proportional to the amount of such exercise.
Key Figures
Pre-funded warrants bought: 30,978 warrants
Common warrants bought: 30,978 warrants
Underlying common shares: 61,956 shares
+5 more
8 metrics
Pre-funded warrants bought
30,978 warrants
Purchased March 31, 2026 private placement
Common warrants bought
30,978 warrants
Purchased March 31, 2026 private placement
Underlying common shares
61,956 shares
Total shares underlying new pre-funded and common warrants
Pre-funded warrant price
$0.808 per warrant
Purchase price per pre-funded warrant, less $0.001 exercise price
Pre-funded exercise price
$0.001 per share
Exercise price for pre-funded warrants
Common warrant exercise price
$0.683 per share
Exercise price for common warrants
Ownership cap - stock
4.99%
Maximum common stock ownership after warrant exercise
Ownership cap - voting power
9.99%
Maximum combined voting power after warrant exercise
Key Terms
Pre-Funded Warrants, Common Warrants, securities purchase agreement, accredited investors, +2 more
6 terms
Pre-Funded Warrants financial
"pre-funded warrants ("Pre-Funded Warrants") to purchase up to an aggregate of 30,978 shares"
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.
Common Warrants financial
"accompanying common warrants ("Common Warrants") to purchase up to an aggregate of 30,978 Shares"
A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.
securities purchase agreement financial
"entered into a securities purchase agreement (the "Purchase Agreement") with certain accredited investors"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
accredited investors financial
"securities purchase agreement (the "Purchase Agreement") with certain accredited investors, including the Reporting Person"
Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.
Beneficial Ownership Limitation financial
"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")"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
private placement financial
"issued and sold to the Reporting Person in a private placement which closed on March 31, 2026"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Aprea Therapeutics (APRE) report for John P. Hamill?
Aprea Therapeutics reported that SrVP/CFO John P. Hamill bought pre-funded and common warrants linked to 61,956 shares of common stock in a March 31, 2026 private placement, expanding his direct derivative-based exposure to the company’s equity.
How many Aprea Therapeutics (APRE) warrants did the CFO acquire and at what prices?
The CFO acquired 30,978 pre-funded warrants priced at $0.808 per warrant, less a $0.001 exercise price, and 30,978 common warrants with a $0.683 exercise price, all tied to an equal number of underlying Aprea Therapeutics common shares in the same private placement.
What is the Beneficial Ownership Limitation mentioned in the Aprea Therapeutics (APRE) Form 4?
The Beneficial Ownership Limitation restricts warrant exercises so Hamill and his affiliates cannot exceed 4.99% of Aprea’s common stock or 9.99% of combined voting power immediately after exercise, limiting concentration of ownership from warrant conversions.
When do the Aprea Therapeutics (APRE) warrants acquired by the CFO become exercisable?
Both the pre-funded warrants and the common warrants are immediately exercisable after issuance. However, actual exercises are constrained by the Beneficial Ownership Limitation, which caps post-exercise ownership and voting power at 4.99% and 9.99% thresholds, respectively, for Hamill and his affiliates.
When do the Aprea Therapeutics (APRE) common warrants held by the CFO expire?
The common warrants expire on the earlier of December 31, 2029, or 30 calendar days after the related pre-funded warrant is exercised, proportional to the amount exercised. This creates a time window for converting warrants into Aprea common stock following pre-funded warrant exercises.
Was the Aprea Therapeutics (APRE) CFO transaction part of a private placement?
Yes. The warrants were issued under a securities purchase agreement with accredited investors, including Hamill, in a private placement that closed on March 31, 2026, giving him pre-funded and common warrants tied to 61,956 Aprea common shares.
AI-generated analysis. How Rhea-AI works. Not financial advice.
