On March 30, 2026 Aprea Therapeutics, Inc. (Nasdaq: APRE) ("Aprea", or the "Company"), a clinical-stage precision medicine oncology company focused on the discovery and development of targeted therapies for patients with biomarker-defined cancers, reported that it has entered into a securities purchase agreement for an oversubscribed private placement financing that is expected to result in total gross proceeds of approximately $30 million to the Company before deducting placement agent fees and other private placement expenses (the "Offering").
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The private placement was led by Soleus Capital with participation from other new investors, including Vestal Point Capital and Squadron Capital Management, existing investors and certain insiders of the Company.
In connection with the Offering the Company plans to sell (i) pre-funded warrants to purchase up to an aggregate of approximately 37.2 million shares of common stock ("Pre-Funded Warrants"), for a purchase price equal to $0.808, minus $0.001 per Pre-Funded Warrant, and (ii) warrants to purchase up to an aggregate of approximately 37.2 million shares of common stock. The warrants to be issued will have an exercise price of $0.683 per share, will be exercisable immediately upon issuance, and will expire on the earlier of (i) December 31, 2029, and (ii) 30 calendar days after the exercise of a holder’s Pre-Funded Warrant on a pro rata basis.
The gross proceeds to the Company from the Offering are estimated to be approximately $30 million before deducting the placement agent’s fees and other estimated Offering expenses. The Company intends to use the upfront net proceeds from the private placement for general corporate purposes and for research and development expenses. The Offering is expected to close on or about March 31, 2026, subject to the satisfaction of customary closing conditions.
In addition to the existing biomarker-enriched cohorts under evaluation in the ongoing ACESOT-1051 Phase 1 trial, Aprea plans to use commercially reasonable efforts to seek enrollment of at least 50 patients with uterine serous carcinoma (USC), as well as patients with Cyclin E-overexpressing, platinum-resistant ovarian cancer (PROC) in order to further assess APR-1051 in selected patient populations with high unmet medical need. The Company currently anticipates completing dose escalation of the ACESOT-1051 trial in the second quarter of 2027 and currently expects that the proceeds from the Offering will be sufficient to extend its cash runway into the first quarter of 2028, in each case, based on the Company’s current business plans and assumptions.
Oppenheimer & Co. Inc. is acting as the lead placement agent for the private placement. Maxim Group LLC is acting as co-lead placement agent for the private placement.
The offer and sale of the foregoing securities are being made in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder, and the securities have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the securities purchased in the private placement.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.
(Press release, Aprea, MAR 30, 2026, View Source [SID1234664018])