Aprea Therapeutics (APRE) director buys pre-funded and common stock warrants

Rhea-AI Filing Summary

Aprea Therapeutics director Richard Peters bought derivative securities linked to the company’s common stock. On March 31, 2026, he acquired pre-funded warrants to purchase 123,915 shares of common stock in a private placement, at a purchase price of $0.808 per pre-funded warrant, less the $0.001 exercise price. He also received accompanying common warrants to purchase up to 123,915 additional shares of common stock, with a $0.683 exercise price per share. Both the pre-funded and common warrants are immediately exercisable, but their exercise is limited by a “Beneficial Ownership Limitation” that generally caps common stock ownership at 4.99% of outstanding shares or 9.99% of aggregate voting power. The common warrants will expire on the earlier of December 31, 2029, or 30 calendar days after exercise of the related pre-funded warrants, proportional to the exercised amount.

Insider Trade Summary

Net Buyer: 247,830 shares ($99,999)

Net Buy 2 txns

Insider Peters Richard

Role Director

Bought 247,830 shs ($100K)

Type	Security	Shares	Price	Value
Purchase	Pre-Funded Warrant	123,915	$0.807	$100K
Purchase	Common Warrant	123,915	$0.00	--

Holdings After Transaction: Pre-Funded Warrant — 123,915 shares (Direct); Common Warrant — 123,915 shares (Direct)

Footnotes (1)

1. 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 123,915 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 123,915 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 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 purchased: 123,915 warrants Common warrants issued: 123,915 warrants Pre-funded warrant purchase price: $0.808 per warrant +4 more

7 metrics

Pre-funded warrants purchased 123,915 warrants Private placement closed March 31, 2026

Common warrants issued 123,915 warrants Accompanying warrants in same transaction

Pre-funded warrant purchase price $0.808 per warrant Less $0.001 exercise price per share

Common warrant exercise price $0.683 per share Underlying common stock

Ownership limit (shares) 4.99% Cap on common stock beneficial ownership

Ownership limit (voting power) 9.99% Cap on combined voting power of securities

Common warrant expiry December 31, 2029 Or 30 days after pre-funded warrant exercise

Key Terms

Pre-Funded Warrants, Common Warrants, Beneficial Ownership Limitation, accredited investors, +1 more

5 terms

Pre-Funded Warrants financial

"pre-funded warrants ("Pre-Funded Warrants") to purchase up to an aggregate of 123,915 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 123,915 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.

Beneficial Ownership Limitation regulatory

"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.

accredited investors financial

"entered into a 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.

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 way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

Form 4 Insider Transactions: What Each Field Means →

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^*

Peters Richard

(Last) (First) (Middle)

3805 OLD EASTON ROAD

(Street)

DOYLESTOWN PENNSYLVANIA 18902

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

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

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

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

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

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(1)	$0.001	03/31/2026		P		123,915		03/31/2026	(2)	Common Stock	123,915	$0.807	123,915	D
Common Warrant(1)	$0.683	03/31/2026		P		123,915		03/31/2026	(3)	Common Stock	123,915	(1)	123,915	D

Explanation of Responses:

1. 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 123,915 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 123,915 Shares.

2. 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")

3. 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.

	/s/ John Hamill, as Attorney-in-Fact	04/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Aprea Therapeutics (APRE) disclose?

Aprea Therapeutics reported that director Richard Peters bought pre-funded warrants and accompanying common warrants for 123,915 underlying shares each in a private placement that closed on March 31, 2026, giving him new exposure to the company’s common stock.

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

The pre-funded warrants allow purchase of up to 123,915 Aprea common shares, and the accompanying common warrants also cover up to 123,915 common shares, providing warrant-based rights over an aggregate of 247,830 underlying shares tied to this director’s investment.

What prices apply to Aprea Therapeutics (APRE) pre-funded and common warrants?

Each pre-funded warrant was purchased at $0.808, less a $0.001 per-share exercise price. The accompanying common warrants have a $0.683 per-share exercise price. These terms define the effective cost at which the director can acquire Aprea common stock through warrant exercises.

What is the Beneficial Ownership Limitation for APRE’s new warrants?

The warrants include a Beneficial Ownership Limitation preventing exercises that would push the holder above 4.99% of Aprea common shares outstanding or 9.99% of combined voting power, helping limit concentrated ownership and ensuring exercises do not exceed these ownership thresholds.

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

The common warrants are immediately exercisable but will expire on the earlier of December 31, 2029, or 30 calendar days after the related pre-funded warrants are exercised, proportional to the exercised amount, which shortens their life once pre-funded warrants are used.

Was the Aprea Therapeutics (APRE) warrant purchase an open-market trade?

The Form 4 describes a purchase pursuant to a securities purchase agreement with accredited investors, and notes the issuer issued and sold pre-funded and common warrants to the director in a private placement that closed on March 31, 2026, rather than on an exchange.