0001104659-23-095017.txt : 20230824 0001104659-23-095017.hdr.sgml : 20230824 20230824215002 ACCESSION NUMBER: 0001104659-23-095017 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230823 FILED AS OF DATE: 20230824 DATE AS OF CHANGE: 20230824 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Duey Marc CENTRAL INDEX KEY: 0001925150 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39069 FILM NUMBER: 231203706 MAIL ADDRESS: STREET 1: 27 STRATHMORE ROAD CITY: NATICK STATE: MA ZIP: 01760 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Aprea Therapeutics, Inc. CENTRAL INDEX KEY: 0001781983 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3805 OLD EASTON ROAD CITY: DOYLESTOWN STATE: PA ZIP: 18902 BUSINESS PHONE: 267-370-5219 MAIL ADDRESS: STREET 1: 3805 OLD EASTON ROAD CITY: DOYLESTOWN STATE: PA ZIP: 18902 4 1 tm2324788-4_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-08-23 0 0001781983 Aprea Therapeutics, Inc. APRE 0001925150 Duey Marc 3805 OLD EASTON ROAD DOYLESTOWN PA 18902 1 0 0 0 0 Common Stock 2022-08-23 4 C 0 4009690 0.00 A 4167589 D Common Stock 2023-08-23 4 A 0 500 0.00 A 208878 D Common Stock 2022-08-23 4 C 0 11610 0.00 A 602 I By Spouse Series A Non-Voting Convertible Preferred Stock 0.00 2022-08-23 4 C 0 400969 0.00 D Common Stock 4009690 0 D Series A Non-Voting Convertible Preferred Stock 0.00 2022-08-23 4 C 0 1161 0.00 D Common Stock 11610 0 I By Spouse Stock Options (Right to Buy) 3.65 2023-08-23 4 A 0 2000 0.00 A 2033-08-23 Common Stock 2000 2000 D These shares represent restricted stock units which were granted on August 23, 2023, and which will vest and be settled in common stock on August 23, 2024, subject to the reporting person's continued service on the Issuer's board of directors through and including the applicable vesting date and subject to acceleration under certain conditions. Reflects a one-for-20 reverse split, effective as of 5:00 p.m. Eastern Time on February 10, 2023 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. Following stockholder approval at the Issuer's annual stockholder's meeting, each share of Series A Non-Voting Convertible Preferred Stock is convertible into 10 shares of the Issuer's common stock ("Common Stock") at any time at the option of the holder thereof, subject to certain limitations, including that a holder of Series A Non-Voting Convertible Preferred Stock is prohibited from converting shares of Series A Non-Voting Convertible Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.9% and 19.9%) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. The Series A Non-Voting Convertible Preferred Stock has no expiration date. The option vests in full on August 23, 2024, subject to the reporting person's continued service on the Issuer's board of directors through and including the applicable vesting date and subject to acceleration under certain conditions. Exhibit 24 - Power of Attorney /s/ John Hamill, as Attorney-in-Fact 2023-08-24 EX-24 2 tm2324788d4_ex24.htm EXHIBIT 24

Exhibit 24

SECTION 16 POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of John Hamill and Oren Gilad, or either of them acting singly, and with full power of substitution and re-substitution, the undersigned's true and lawful attorney-in-fact (each of such persons and their substitutes being referred to herein as the "Attorney-in-Fact"), with full power to act for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to:

1.             Prepare, execute, and submit to the Securities and Exchange Commission ("SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC;

2.             Prepare, execute and submit to the SEC, Aprea Therapeutics, Inc. (the "Company"), and/or any national securities exchange on which the Company's securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 ("Rule 144"), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and

3.             Obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

The undersigned acknowledges that:

a.              This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

b.              Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable;

c.              Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

d.              This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.

The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G or Forms 144 with respect to the undersigned's holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of August 23, 2023.

/s/ Marc Duey
Marc Duey

[Signature Page to Section 16 Power of Attorney – Aprea Therapeutics, Inc.]