Aprea Therapeutics Inc.

12/11/2025 | Press release | Distributed by Public on 12/11/2025 07:32

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Duey Marc
2. Issuer Name and Ticker or Trading Symbol
Aprea Therapeutics, Inc. [APRE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3805 OLD EASTON ROAD
3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025
(Street)
DOYLESTOWN, PA 18902
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/10/2025 P 21,459(1) A $1.165 256,155 D
Common Stock 602 I By Spouse(2)
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Warrant $1.04 12/10/2025 P 21,459 12/10/2025 (3)(4) Common Stock 21,459 (3)(4) 21,459 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Duey Marc
3805 OLD EASTON ROAD
DOYLESTOWN, PA 18902
X

Signatures

/s/ John P. Hamill, as Attorney-in-Fact 12/11/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On December 8, 2025, the Issuer entered into a securities purchase agreement with certain accredited investors, including the Reporting Person. Pursuant to the terms of the Purchase Agreement, the Issuer issued and sold to the Reporting Person in a private placement which closed on December 10, 2025 an aggregate of 21,459 shares of the Issuer's common stock ("Shares") at a purchase price of $1.165. The Reporting Person also received accompanying common warrants ("Common Warrants") to purchase up to an aggregate of 21,459 Shares.
(2) The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose.
(3) The Common Warrants are immediately exercisable, provided, that, the Common Warrants cannot be exercised to the extent that, upon giving effect to or immediately prior to such exercise, would cause either (i) the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) would exceed 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise or (ii) the combined voting power of the Issuer's securities beneficially owned by such holder (together with its affiliates) would exceed 9.99% of the combined voting power of all of the Issuer's securities outstanding immediately after giving effect to the exercise.
(4) The Common Warrants will expire on or prior to 5:00 p.m. (New York City time) on the fifth year anniversary of the earlier of: (i) the effective date of the registration statement registering the underlying Shares of the Common Warrants and (ii) the date the Shares underlying the Common Warrants are eligible for sale under Rule 144 (assuming cashless exercise of the Common Warrants) without the requirement for the Issuer to be in compliance with the current public information required under Rule 144.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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