🧾 What This Document Is

This is an 8-K filing from Aprea Therapeutics, Inc. (APRE). It contains the full legal contract (Exhibit 10.1) for a private investment deal. Essentially, the company is selling stock and warrants directly to a group of investors to raise money. This isn't a public offering; it's a direct sale to specific, large investors.

🤝 The Deal Mechanics

The core of the agreement is a purchase and sale of "Securities." Here’s what that means in simple terms:

• What's Being Sold: The company is selling two types of warrants (options to buy stock later):

  1. Common Warrants: These can buy common stock at an exercise price of $0.683 per share.
  2. Pre-Funded Warrants: These are essentially pre-paid warrants. Their exercise price is only $0.001 per share. The investor pays most of the money upfront ("pre-funds" them) and then just pays this tiny fee later to get the actual shares.

• The Price: The foundational price is the "Per Share Purchase Price" of $0.808. This is used to calculate how many Pre-Funded Warrants an investor gets for their money. The Common Warrants are issued based on the number of Pre-Funded Warrants purchased.

👉 Why it matters: This structure is common in biotech financing. It gives investors immediate potential upside (via the warrants) while providing the company with cash now. The low exercise price on the Pre-Funded Warrants makes them very attractive to investors.

💰 Key Financial Players & Terms

• Lead Investor: Soleus Capital Master Fund, L.P. is named as the lead investor.
• Placement Agents: Oppenheimer & Co. Inc. and Maxim Group LLC helped arrange this deal for the company.
• Total Deal Size: The exact dollar amount is left blank ($[-]) in this template, but it would be determined by the "Subscription Amount" each investor commits on their signature page.
• Beneficial Ownership Limitation: To avoid regulatory issues, no single investor (including their affiliates) can end up owning more than 4.99% (or optionally 9.99%) of the company's total common stock after this deal closes.

📜 Legal Framework & Protections

The agreement is a standard, lengthy contract full of protections for both sides. The company makes dozens of "representations and warranties" – formal promises about its business (e.g., it's properly organized, has no major undisclosed lawsuits, its financial reports are accurate, it owns its intellectual property). Investors also confirm they are "accredited investors" buying for their own account.

• Lock-Up Agreement: As part of the deal, the company's directors and officers have agreed not to sell their shares for a set period (the "lock-up").
• Registration Rights Agreement: This separate but linked agreement gives the investors the right to demand the company register their warrant shares for public sale in the future, so they have a path to sell their shares on the open market.
• Closing: The deal was set to close within two trading days after March 30, 2026, once all paperwork was signed and conditions were met.

🔮 What This Signals

This is a financing event. For a clinical-stage biotech like Aprea, cash is the lifeblood needed to fund research and clinical trials. This deal provides that cash. The involvement of a dedicated lead investor (Soleus Capital) and two placement agents suggests there was confidence in the company's story. However, it also means existing shareholders' ownership will be diluted because new shares will be created when these warrants are exercised.

⚖️ Big Picture: Strengths & Risks

• 👍 Strength (Funding Secured): The immediate strength is that the company has secured a capital infusion to continue operations. The warrant structure is investor-friendly, which helped attract the money.
• ⚠️ Risk (Dilution & Terms): The key risk for existing investors is dilution. Furthermore, the terms (like the warrant prices) are set by the negotiating power between the company and the investors. If the company's stock price doesn't rise above the warrant exercise prices, the warrants may expire worthless, meaning the company gave up future upside for cash today without those investors ever paying more.

🧠 The Analogy

Imagine a promising but cash-strapped startup founder who needs money to finish building a prototype. They go to a wealthy investor and say, "Give me $100,000 now. In return, I'll give you a special ticket that, anytime in the next few years, lets you buy a share of my future company for $1. But also, here's another ticket that lets you buy a share for just one penny." That's essentially this deal. The founder gets the cash to build, and the investor gets a potentially huge discount on the future company if it succeeds.

📇 Key Contacts & People

• Company: Aprea Therapeutics, Inc.
• Company Counsel: DLA Piper LLP (US), 1650 Market Street, Suite 5000, Philadelphia, Pennsylvania 19103
• Placement Agents: Oppenheimer & Co. Inc. and Maxim Group LLC
• Placement Agent Counsel: Pryor Cashman LLP, 7 Times Square, New York, New York 10036
• Lead Investor: Soleus Capital Master Fund, L.P.
• Transfer Agent: Computershare Trust Company, N.A., 150 Royall St., Canton, Massachusetts 02021

🧩 Final Takeaway

Aprea Therapeutics raised capital through a private placement of pre-funded and common warrants to institutional investors. While this provides essential funding for its clinical-stage operations, it will dilute existing shareholders upon warrant exercise. The deal's structure and the participation of a lead investor are positive signals, but the ultimate value depends on the company using the cash to advance its pipeline successfully.