📄 What This Document Is 📜

This is an S-3 Registration Statement, a major SEC filing that tells investors exactly what shares are available and under what conditions. Unlike a typical earnings report, this document is focused entirely on the potential sale of company stock and warrants by existing large shareholders. In simple terms, Aprea is asking the SEC to register these shares so that they can be sold over time to the public.

The document was filed with the SEC on April 22, 2026, and it confirms that the company is a Small reporting company and an Emerging growth company. 👉 This status signals that Aprea is a smaller, potentially less mature company that is still growing and seeking capital.

🧬 About Aprea Therapeutics, Inc. 🔬

Aprea Therapeutics, Inc. is a biotechnology company. While the filing doesn't detail their specific products, they are the central issuer of the securities being registered. The company's principal executive offices are located at 3805 Old Easton Road, Doylestown, PA 18902.

Key contacts for the company include:

• President and CEO: Oren Gilad, Ph.D.
• Principal Executive Officer: Oren Gilad, Ph.D.
• General Contact: (215) 948-4119

👉 This information is crucial for institutional investors who need to know who is running the company and where to find them.

📈 The Shares Being Offered (The Resale Plan) 🗂️

The main purpose of this S-3 is to register and allow the "selling stockholders" (existing, large investors) to sell a defined amount of securities over time. This is not a sale controlled by the company itself, but by the individuals who originally held the stock.

The offering covers two specific types of securities, both related to a Private Placement that occurred on March 31, 2026:

1. Pre-Funded Warrants: Up to 37,174,713 shares of common stock.
2. Common Stock Warrants: Up to 37,174,713 shares of common stock.

The shares may be offered "from time to time after this registration statement becomes effective," meaning the company does not have a hard sale date—it is a rolling sale until the selling stockholders determine otherwise. 👉 Because the sale of these shares increases the number of shares available on the open market, it can potentially put downward pressure on the stock price, which is a key risk for investors.

💵 Market Pricing & Filings 💰

The filing provides immediate market context for the shares. As of April 21, 2026, the last reported sale price of Aprea's common stock (listed on the Nasdaq Capital Market under the symbol "APRE") was $0.9073.

The document also confirms that the company frequently files reports with the SEC, including:

• Annual Reports on Form 10-K (most recently for the year ended December 31, 2025, filed on March 16, 2026).
• Multiple Current Reports on Form 8-K (filed between January 9, 2026, and March 30, 2026).

👉 This steady stream of filings signals that the company is active and keeping investors informed of its operations, even if the filing itself is focused on the sale of stock.

🛑 Investor Risks and Legal Protections ⚠️

Because this is a regulatory filing, the document must contain numerous warnings about the risks involved. The "Risk Factors" section (Page 5) is where investors should focus because it outlines potential pitfalls.

Key legal provisions included are:

• Indemnification: The company’s charter provides that directors and officers are protected from personal liability for breaches of fiduciary duty, except in cases of intentional misconduct or failure to act in good faith. This is a common corporate shield that protects management.
• Compliance: The filing is structured to ensure that any future changes or additional sales are legally accounted for, with detailed "Undertakings" regarding post-effective amendments and filings.

⚖️ Necessary Third-Party Counsel and Filings 👨‍⚖️

The filing details the legal teams that advised the company on this process. The key outside counsel is DLA Piper LLP of Philadelphia, which handled the services and represented the company.

The filing also includes several exhibits, such as:

• Forms for the pre-funded and common warrants.
• A Securities Purchase Agreement and a Registration Rights Agreement, showing the legal mechanisms used for the transaction.

👉 The involvement of multiple major law firms shows that the transaction is complex and has been reviewed thoroughly by specialized legal experts.

📑 Filing Mechanics & Next Steps 📅

The filing confirms the following logistical details that are important for investors tracking the stock:

• Shares Outstanding: The total number of shares in the company is 74,349,426 shares of Common Stock.
• Issuance Estimate: The SEC registration fee is estimated at $9,480.64.

Management also listed the legal counsel involved, including:

• DLA Piper LLP (US): 1650 Market Street, Suite 5000 Philadelphia, PA 19103-7300 (212) 839-5599
• Potential Investor Contact: For general queries, the company website is www.aprea.com.

🧠 The Analogy 🏛️

Think of this S-3 like selling a private warehouse to a major retailer. The company isn't running the sale itself; instead, the original owners (selling stockholders) are taking the building and getting permission from the city (the SEC) to sell it to anyone over the next few years. You know the building is valuable, but the price could change every month depending on how many units are sold and to whom.

🧩 Final Takeaway 💡

This filing is purely a capital-raising event, not an operational update, confirming the large-scale, phased resale of 74 million shares to the public. The key risk for investors is the potential downward pressure on the stock price due to the consistent influx of shares from existing shareholders.