Aprea Therapeutics reports that Squadron Master Fund LP and related investment adviser Squadron Capital Management, LLC collectively hold 1,271,081 shares of Common Stock via warrants, representing 9.99% of the class. The filing states 11,452,452 shares of Common Stock outstanding as of March 16, 2026.
The statement attributes shared voting and dispositive power over 1,271,081 shares to Squadron Master Fund LP, Squadron Capital Management, LLC, Matthew Sesterhenn, and William Blank. The filing includes a Rule 13d-4 disclaimer of beneficial ownership by the adviser and the named partners.
Positive
None.
Negative
None.
Insights
Large warrant position reported as near-10% stake; advisor disclaims beneficial ownership.
The filing documents that 1,271,081 shares are issuable upon exercise of warrants held by the Funds, representing 9.99% of the common stock based on 11,452,452 shares outstanding as of March 16, 2026. Shared voting and dispositive power is reported for the Funds and two partners.
Because the filing contains a Rule 13d-4 disclaimer, direct beneficial ownership is expressly disclaimed; subsequent filings would clarify any exercises, conversions, or transfers that change voting or economic exposure.
Key Figures
Shares issuable on warrants:1,271,081 sharesPercent of class:9.99%Shares outstanding used:11,452,452 shares
3 metrics
Shares issuable on warrants1,271,081 sharesissuable upon exercise of warrants held by the Funds
Percent of class9.99%based on 11,452,452 shares outstanding as of March 16, 2026
Shares outstanding used11,452,452 sharesshares outstanding as of March 16, 2026 (Form 10-K)
Key Terms
warrants, beneficially owned, shared dispositive power
3 terms
warrantsfinancial
"shares issuable upon exercise of warrants held by Squadron Capital Management LLC"
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
"This amount comprises beneficial ownership of 1,271,081 shares of Common Stock"
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.
shared dispositive powerregulatory
"Shared Dispositive Power 1,271,081.00"
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
(Title of Class of Securities)
03836J102
(CUSIP Number)
03/30/2026
(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):
03836J102
1
Names of Reporting Persons
Squadron Master Fund 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
1,271,081.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,271,081.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,271,081.00
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)
PN
SCHEDULE 13G
CUSIP Number(s):
03836J102
1
Names of Reporting Persons
Squadron Capital Management LLC
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
1,271,081.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,271,081.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,271,081.00
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, HC
SCHEDULE 13G
CUSIP Number(s):
03836J102
1
Names of Reporting Persons
William Blank
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
1,271,081.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,271,081.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,271,081.00
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)
IN, HC
SCHEDULE 13G
CUSIP Number(s):
03836J102
1
Names of Reporting Persons
Matthew Sesterhenn
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
1,271,081.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,271,081.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,271,081.00
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
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Aprea Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
3805 OLD EASTON ROAD, DOYLESTOWN, PENNSYLVANIA, 18902.
Item 2.
(a)
Name of person filing:
Squadron Master Fund LP
Squadron Capital Management, LLC
Matthew Sesterhenn
William Blank
(b)
Address or principal business office or, if none, residence:
Squadron Master Fund LP
c/o Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
Matthew Sesterhenn
c/o Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
William Blank
c/o Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
(c)
Citizenship:
Squadron Master Fund LP - Delaware
Squadron Capital Management, LLC - Delaware
Matthew Sesterhenn - United States
William Blank - United States
(d)
Title of class of securities:
Common Stock
(e)
CUSIP Number(s):
03836J102
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:
Squadron Capital Management, LLC is an investment adviser that is registered as an Exempt Reporting Adviser with the Securities and Exchange Commission. Squadron Capital Management, LLC, which serves as investment adviser to private funds, including but not limited to Squadron Master Fund LP (collectively, the "Funds"), may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Mr. Sesterhenn and Mr. Blank, as Partners of Squadron Capital Management, LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, Squadron Capital Management, LLC and Mr. Sesterhenn and Mr. Blank expressly disclaim beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that Squadron Capital Management, LLC or Mr. Sesterhenn and Mr. Blank are the beneficial owner of any of the securities reported herein.
This amount comprises beneficial ownership of 1,271,081 shares of Common Stock which consists of (i) 1,271,081 shares issuable upon exercise of warrants held by Squadron Capital Management LLC (the "Warrants") shares.
Squadron Master Fund LP - 1,271,081 shares
Squadron Capital Management, LLC - 1,271,081 shares
Matthew Sesterhenn - 1,271,081 shares
William Blank - 1,271,081 shares
(b)
Percent of class:
All such shares of Common Stock in the aggregate represent beneficial ownership of approximately 9.99% of the Common Stock based on (i) 11,452,452 shares of Common Stock outstanding as of March 16, 2026 as represented in the Form 10-K filed by the Issuer with the Securities and Exchange Commission ("SEC") on March 16, 2026, plus (ii) 1,271,081 shares of Common Stock issuable upon the exercise of the Warrants.
Squadron Master Fund LP - 9.9%
Squadron Capital Management, LLC - 9.9%
Matthew Sesterhenn - 9.9%
William Blank - 9.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Squadron Master Fund LP - 0
Squadron Capital Management, LLC - 0
Matthew Sesterhenn - 0
William Blank - 0
(ii) Shared power to vote or to direct the vote:
Squadron Master Fund LP - 1,271,081 shares
Squadron Capital Management, LLC - 1,271,081 shares
Matthew Sesterhenn - 1,271,081 shares
William Blank - 1,271,081 shares
(iii) Sole power to dispose or to direct the disposition of:
Squadron Master Fund LP - 0
Squadron Capital Management, LLC - 0
Matthew Sesterhenn - 0
William Blank - 0
(iv) Shared power to dispose or to direct the disposition of:
Squadron Master Fund LP - 1,271,081 shares
Squadron Capital Management, LLC - 1,271,081 shares
Matthew Sesterhenn - 1,271,081 shares
William Blank - 1,271,081 shares
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.
The Funds 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 covered by this Statement.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Notes above.
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 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.
Squadron Master Fund LP
Signature:
/s/ Matthew Sesterhenn
Name/Title:
Partner, Squadron Partners LLC, its General Partner
What stake does Squadron Master Fund hold in Aprea Therapeutics (APRE)?
The filing states 1,271,081 shares are held by Squadron Master Fund via warrants, representing 9.99% of the class based on the disclosed outstanding shares.
How many Aprea shares were outstanding for the ownership calculation?
Ownership is calculated using 11,452,452 shares outstanding as of March 16, 2026, per the issuer's Form 10-K cited in the filing.
Do Squadron Capital Management and its partners claim direct beneficial ownership?
No; the filing includes an explicit Rule 13d-4 disclaimer in which Squadron Capital Management, Mr. Sesterhenn, and Mr. Blank disclaim beneficial ownership of the reported securities.
What voting and dispositive powers are reported for the Funds and partners?
The schedule reports shared voting power and shared dispositive power of 1,271,081 shares for Squadron Master Fund LP, Squadron Capital Management, Matthew Sesterhenn, and William Blank.
Are the reported shares currently issued common stock or issuable upon exercise?
The filing specifies the 1,271,081 shares consist of shares issuable upon exercise of warrants held by Squadron Capital Management LLC and the Funds.
