Exhibit 19
APREA THERAPEUTICS, INC.
INSIDER TRADING POLICY
As adopted by the Board of
Directors as of September 28, 2023
Exhibit 19
Table of Contents
Page
This Policy continues to apply following termination of employment or other relationship with Aprea until after the first trading day that any material non-public information in your possession has become public or is no longer material. Each employee, officer, consultant and director is personally responsible for the actions of their family members and other persons with whom they have a relationship who are subject to this Policy, including any pre-clearances required.
No person subject to this Policy who is aware of material nonpublic information relating to Aprea may, directly or indirectly (through family members, other persons, entities or otherwise): (i) buy, sell, or otherwise trade in the securities of Aprea, or advise anyone else to do so, other than pursuant to a trading plan that complies with Rule 10b5-1 promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or as specifically exempted in Section 10(B) of this Policy or (ii) otherwise engage in any action to take personal advantage of that information. For purposes of this Policy, the term “trade” includes any transaction in Aprea securities, including gifts and pledges.
Each person subject to this Policy may, from time to time, have to forego a proposed transaction even if they planned to make the transaction before learning material nonpublic information and even though they may suffer economic loss or forego anticipated profit by waiting.
Tipping includes passing information under circumstances that could suggest that you were trying to help another profit or avoid a loss. Exercise care when speaking with others who do not “need to know,” even if they are subject to this Policy, as well as when communicating with family, friends and others not associated with Aprea. To avoid the appearance of impropriety, refrain from discussing our business or prospects or making recommendations about buying or selling our securities or the securities of other companies with which we have a relationship. Inquiries about Aprea should be directed to our Corporate Communications, Investor Relations, or Legal teams.
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The Compliance Officer may designate one or more individuals who may perform the Compliance Officer’s duties under this Policy in the event that a Compliance Officer is unable or unavailable to perform such duties.
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APPENDIX I
Special Restrictions on Transactions in Company Securities
by Insiders
To minimize the risk of apparent or actual violations of the rules governing insider trading, we have adopted these special restrictions relating to transactions in our securities by Insiders. Insiders are responsible for ensuring compliance with this Appendix I, including restrictions on all trading during certain periods, by family members and members of their households and by entities over which they exercise voting or investment control. Insiders should provide each of these persons or entities with a copy of this Policy.
Requests for pre-clearance must be submitted via email to the Compliance Officer at least two business days in advance of each proposed transaction. If the Insider does not receive a response from the Compliance Officer within 24 hours, the Insider must follow up to ensure that the message was received. Each Insider request for pre-clearance should include the nature of the proposed transaction and the expected date of the transaction. In addition, each request by a Section 16 Insider for pre-clearance should also include the following information:
Only once the proposed transaction is pre-cleared, the Insider may proceed with it on the approved terms, provided that they comply with all other securities law requirements, such as Rule 144 and prohibitions regarding trading on the basis of inside information, and with any special trading blackout imposed by the Company prior to the completion of the trade.
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The transaction details must be reported to the Compliance Officer, with copies to Aprea personnel who will assist the Section 16 Insider in preparing their Form 4.
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1. | fails to comply with the Rule, or |
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EXHIBIT A
INSIDER EMPLOYEES
(as of September 28, 2023)
All Company vice presidents and more senior officers. |
All Company employees in the finance department involved in financial reporting or financial analysis / budgeting and business intelligence functions. |
All Company employees in the legal department. |
All administrative assistants to Company officers. |
All information technology department employees that have access to Company sensitive files or systems including financial, legal or senior executives. |
The Director of Information Systems or Information Security and their direct reports. |
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