🧾 What This Document Is 📄

This is a Preliminary Proxy Statement (PRE 14A), which is a highly technical document filed with the SEC. Essentially, it’s the official homework assignment for the company's shareholders. It informs you about the upcoming 2026 Annual Meeting of Stockholders and outlines every single vote you will be asked to cast.

👉 Why it matters: Unlike a financial report (which shows how the company performed), this filing is about governance—how the company is run. It dictates who controls the company, what policies are in place, and what changes (like stock splits) the board wants to approve.

🏢 Aprea Therapeutics: The Company 🔬

Aprea Therapeutics, Inc. is a clinical-stage precision medicine oncology company. In simple terms, its core business is the discovery and development of targeted therapies for patients whose cancers are defined by specific biomarkers. The company operates with its headquarters located at 3805 Old Easton Road, Doylestown, PA 18902.

👉 The focus on "biomarker-defined cancers" shows that Aprea's strategy is highly scientific and personalized, aiming treatments at specific molecular markers found in tumors.

📅 Key Dates & Logistics ⏰

The timing of this meeting is crucial, as it sets deadlines for voting. The Annual Meeting of Stockholders is scheduled for Tuesday, June 16, 2026, and will be held entirely virtually via live webcast.

• Record Date: To be entitled to vote, you must be a stockholder of record at the close of business on April 21, 2026.
• Voting Deadline: To vote by Internet or telephone, you must complete the process by 11:59 p.m. Eastern Time on June 15, 2026.
• Meeting Access: You can access the live webcast and vote at www.virtualshareholdermeeting.com/APRE2026 using your 16-digit control number.

🗳️ The Six Matters Up For a Vote 📝

The heart of this document is the list of six proposals that shareholders must vote on. These votes determine the company's leadership, accounting standards, and capital structure.

1. Director Election (Proposal 1): Shareholders vote to elect three Class I directors, each for a three-year term expiring at the 2029 Annual Meeting. The nominated directors are Marc Duey, Richard Peters, M.D., Ph.D., and Bernd R. Seizinger, M.D., Ph.D.
2. Auditor Ratification (Proposal 2): Shareholders vote to approve the appointment of EisnerAmper LLP as the independent registered public accounting firm for the fiscal year 2026.
3. Reverse Stock Split (Proposal 3): This proposal asks to amend the Certificate of Incorporation to authorize a Reverse Stock Split. The Board is proposing a ratio no less than one-for-three and no more than one-for-eight of the Common Stock.
4. Executive Compensation (Proposal 4): This is an advisory vote on the compensation of the company’s named executive officers.
5. Say-On-Pay Frequency (Proposal 5): This is an advisory vote on how often shareholders should vote on the compensation of executive officers in the future.
6. Adjournment (Proposal 6): This allows the Board to adjourn the meeting if not enough votes are cast in favor of the critical Proposal 3 (the Reverse Stock Split).

👉 Why it matters: The Board recommends voting FOR all six proposals. Items 3 and 6 (the Reverse Stock Split and adjournment) are mechanically linked, suggesting that the Board needs the shareholder approval and structural flexibility to execute the split.

🧑‍⚖️ Board Leadership and Committees 🧑‍🏫

The Board of Directors is the company's highest decision-making body. It is structured into three classes, ensuring continuous oversight. The Board currently consists of nine members.

• Board Makeup: The Board is comprised of 9 members, with 8 out of 9 (88%) designated as independent directors.
• Leadership Structure: The Board is currently structured with Dr. Peters serving as Chairman and Dr. Gilad serving as CEO. The Board views this structure as appropriate, noting that the company benefits from the CEO’s leadership balanced by an independent Chairman.

Key Committee Roles: The Board delegates oversight responsibilities to specialized committees:

• 🔍 Audit Committee: Chaired by John B. Henneman III, this committee oversees financial reporting, compliance, and the relationship with the independent auditor.
• 💰 Compensation Committee: Chaired by Richard Peters, M.D., Ph.D., this committee reviews executive performance and recommends compensation levels for the CEO and other executives.
• 🌱 Nominating and Corporate Governance Committee: Chaired by Michael Grissinger, this committee manages the Board's structure, finds new directors, and develops corporate governance guidelines.
• 🧬 Research and Development Committee: Chaired by Bernd R. Seizinger, M.D., Ph.D., this committee focuses on the company’s scientific and technological capabilities, advising the Board on development programs.

👉 The Role of Expertise: The detailed committee composition reveals the company’s focus: the R&D Committee (led by Drs. Seizinger, Pamukcu, Gruia, and Bizzari) is composed of highly experienced medical and scientific experts, underlining the company’s mission in oncology.

🧐 Corporate Governance Standards and Policies ⚖️

The Proxy Statement confirms that Aprea takes corporate governance very seriously. They have established formal policies and committees to manage risk and maintain ethical standards.

• Director Independence: The Board reviewed its composition and affirmed that most non-employee directors (including Dr. Peters, Dr. Seizinger, Dr. Pamukcu, Dr. Gruia, and Dr. Bizzari) meet the "independent" standard set by Nasdaq rules. (Dr. Gilad is noted as not independent due to his CEO role.)
• Risk Management: The Board views risk oversight as a shared responsibility. The risk assessment is delegated to specific committees, such as the Audit Committee overseeing financial and cybersecurity risks.
• Cybersecurity Stance: The Board is actively monitoring cybersecurity but notes they are a "clinical-stage precision medicine oncology company" and do not currently view the risk as significant enough to mandate a formal risk management program, though they utilize an outsourced consultant for monitoring.
• Ethical Policies: They have adopted a Code of Conduct, an Insider Trading Policy, and Anti-Hedging and Pledging Policies to ensure compliance and protect against conflicts of interest.

🎓 Director Expertise and Qualifications 🧬

The Board extensively details the professional backgrounds of its current and nominee directors, which is crucial for assessing the depth of the company's leadership.

• Marc Duey: Brings over four decades of experience in the pharmaceutical and biotech industries. His background includes founding and leading ProMetrics, Inc., a service provider for specialty pharmaceutical data.
• Richard Peters, M.D., Ph.D.: Has over 25 years of experience developing new therapies for difficult-to-treat diseases, having served as CEO at publicly traded pharmaceutical companies like Yumanity and Merrimack.
• Bernd R. Seizinger, M.D., Ph.D.: Has a deep history in the life sciences, having previously served as CEO and Chief Scientific Officer at major companies, and serves on boards like Aptose Biosciences Inc.
• Michael Grissinger: Brings decades of senior management experience from his 22-year career at Johnson & Johnson, specializing in global pharmaceutical licensing and M&A.

👉 Why it matters: The collective experience across the Board—encompassing M&A, global pharma leadership, and deep oncology science—shows the company is trying to build a heavily seasoned leadership team to guide its complex biotech operations.

📞 How to Vote and Contact Information 🌐

This section outlines the practical steps shareholders must take to exercise their voting rights.

• Action Items: Shareholders must vote promptly. Voting can occur via the Internet, by calling 1-800-690-6903, or by mail.
• What to Watch Out For: All voting methods (Internet, phone, mail) must be completed by the deadline of 11:59 p.m. Eastern Time on June 15, 2026.
• If you miss the vote: If the vote is not properly counted, the quorum requirement might not be met, which could delay or prevent the passage of critical proposals like the Reverse Stock Split.
• For More Details: All governance documents, including committee charters and the Code of Conduct, are available on the company’s website: https://ir.aprea.com/corporate-governance/documents-and-charters.

🧠 The Analogy

Think of the Board of Directors like the captain's crew on a massive, experimental deep-sea research vessel. Since the vessel (Aprea) is exploring incredibly complex, uncharted scientific waters (cancer therapies), the captain (the CEO) needs a council of highly specialized experts (the Board). The Proxy Statement isn't the voyage report; it's the crew's meeting agenda. It lists every expert (director), defines who runs the different departments (the committees—e.g., the Finance Committee, the Science Committee), and gets permission to make necessary structural changes (like the Reverse Stock Split) so the journey can continue.

🧩 Final Takeaway

This Proxy Statement is a comprehensive governance document focused on shareholder votes for the 2026 Annual Meeting. The most critical action items are voting FOR the proposed Reverse Stock Split (Proposal 3) and taking note of the high level of professional experience and specialized committees that govern the company's scientific direction.