Aprea Therapeutics reports a Schedule 13G filing showing Vestal Point Capital and Ryan Wilder disclose beneficial ownership of 22,654,832 shares of Common Stock, representing 9.9% of the class.
The cover pages state the total includes 22,304,832 shares issuable upon exercise of warrants; certain warrants are subject to a 9.99% Blocker. The percentage is calculated using 11,452,452 shares outstanding as of March 16, 2026.
Positive
None.
Negative
None.
Insights
Vestal Point reports a near-10% position largely composed of exercisable warrants.
The filing lists 22,654,832 shares attributed to Vestal Point and Ryan Wilder, and notes 22,304,832 of those are issuable upon exercise of Warrants. A 9.99% blocker restricts immediate full exercise.
Cash-flow treatment and planned dispositions are not stated; subsequent filings or exercise notices would clarify timing and potential share issuance.
Key Figures
Beneficially owned shares:22,654,832 sharesPercent of class:9.9%Warrants issuable:22,304,832 shares+2 more
5 metrics
Beneficially owned shares22,654,832 sharesReported on Schedule 13G by Vestal Point and Ryan Wilder
Percent of class9.9%Percent of Common Stock reported on the cover page
Warrants issuable22,304,832 sharesShares issuable upon exercise of Common Stock purchase warrants and pre-funded warrants
Shares outstanding (used)11,452,452 sharesOutstanding as of <date>March 16, 2026</date> per Company Form 10-K
Beneficial ownership limit9.99% BlockerWarrants are subject to a 9.99% blocker limiting exercise
Key Terms
9.99% Blocker, Warrants, Beneficially owned
3 terms
9.99% Blockerregulatory
"The Warrants reflected on the cover pages are subject to a 9.99% Blocker whereby they are not exercisable"
Warrantsfinancial
"Includes 22,304,832 shares of Common Stock issuable upon exercise of Common Stock purchase warrants"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Beneficially ownedregulatory
"Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Aprea Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
03836J201
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
03836J201
1
Names of Reporting Persons
Vestal Point Capital, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
22,654,832.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
22,654,832.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
22,654,832.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Includes 22,304,832 shares of Common Stock (as defined in Item 2(a)) issuable upon exercise of Common Stock purchase warrants and pre-funded Common Stock purchase warrants (the "Warrants"). As more fully described in Item 4, certain of these Warrants are subject to a 9.99% blocker (the "9.99% Blocker"), and the percentage set forth on row (11) gives effect to the 9.99% Blocker. However, as more fully described in Item 4, the shares of Common Stock set forth on rows (6), (8) and (9) include the number of shares of Common Stock that would be issuable upon full exercise of the Warrants and does not give effect to the 9.99% Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the 9.99% Blocker, is less than the number of shares of Common Stock reported in rows (6), (8), and (9).
SCHEDULE 13G
CUSIP Number(s):
03836J201
1
Names of Reporting Persons
Ryan Wilder
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
22,654,832.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
22,654,832.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
22,654,832.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Includes 22,304,832 shares of Common Stock issuable upon exercise of the Warrants. As more fully described in Item 4, certain of these Warrants are subject to a the "9.99% Blocker"), and the percentage set forth on row (11) gives effect to the 9.99% Blocker. However, as more fully described in Item 4, the shares of Common Stock set forth on rows (6), (8) and (9) include the number of shares of Common Stock that would be issuable upon full exercise of the Warrants and does not give effect to the 9.99% Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the 9.99% Blocker, is less than the number of shares of Common Stock reported in rows (6), (8), and (9).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Aprea Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
3805 Old Easton Road18902 Doylestown, Pennsylvania 18902.
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Vestal Point Capital, LP (the "Investment Manager"), a Delaware limited partnership, and the investment adviser to a certain fund and a managed account (the "Vestal Point Fund and Account"), with respect to the shares of common stock, par value $0.001 per share (the "Common Stock"), of Aprea Therapeutics, Inc. (the "Company") directly held by the Vestal Point Fund and Account; and
(ii) Mr. Ryan Wilder ("Mr. Wilder"), the Chief Investment Officer and Managing Partner of the Investment Manager and the Managing Member of Vestal Point Capital, LLC, the general partner of the Investment Manager, with respect to the shares of Common Stock directly held by the Vestal Point Fund and Account.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 632 Broadway, Suite 602, New York, NY 10012.
(c)
Citizenship:
The Investment Manager is a Delaware limited partnership. Mr. Wilder is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP Number(s):
03836J201
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The Warrants reflected on the cover pages are subject to a 9.99% Blocker whereby they are not exercisable to the extent that following such exercise, taking into account all other shares of Common Stock beneficially owned by the Reporting Persons, the Reporting Persons would beneficially own in excess of 9.99% of the Company's outstanding Common Stock, as calculated in a manner consistent with the provisions of Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. Consequently, as of the date of the event which requires the filing of this statement, some of the Warrants referred to herein are not presently exercisable due to the 9.99% Blocker.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 11,452,452 shares of Common Stock outstanding as of March 16, 2026, as reported in the Company's Annual Report on Form 10-K for the period ended December 31, 2025, filed with the Securities and Exchange Commission on March 16, 2026 and assumes the exercise of the Warrants held by the Vestal Point Fund and Account, subject to the 9.99% Blocker.
(b)
Percent of class:
9.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). The Vestal Point Fund and Account have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Vestal Point Capital, LP
Signature:
/s/ Ryan Wilder
Name/Title:
By: Vestal Point Capital, LLC, General Partner, By: Ryan Wilder, Chief Investment Officer and Managing Partner
What stake does Vestal Point report in Aprea Therapeutics (APRE)?
Vestal Point reports beneficial ownership of 22,654,832 shares, representing 9.9% of the class. The filing counts shares issuable upon exercise of Warrants and applies a 9.99% Blocker when calculating the percentage.
How many shares outstanding did Aprea report for the percentage calculation?
The percentage is calculated using 11,452,452 shares outstanding as of March 16, 2026. That figure is taken from the company's Annual Report on Form 10-K for the period ended December 31, 2025.
Do the reported shares include warrants or other exercisable instruments?
Yes. The filing states it includes 22,304,832 shares issuable upon exercise of Common Stock purchase warrants and pre-funded warrants. Some warrants are subject to a 9.99% Blocker, limiting exercisability.
Who are the reporting persons named in the filing?
The statement is filed by Vestal Point Capital, LP as Investment Manager and Ryan Wilder, Chief Investment Officer and Managing Partner, regarding shares held by the Vestal Point Fund and Account.
Does the filing say whether Vestal Point plans to sell shares?
The filing does not state any plan to sell or otherwise dispose of shares. It records beneficial ownership details and the 9.99% exercise blocker; no disposition instructions are provided.
