DEF 14A 1 apre-20240620xdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. ___)

Filed by the Registrant                           Filed by a party other than the Registrant

Check the appropriate box:

   Preliminary Proxy Statement

   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

   Definitive Proxy Statement

   Definitive Additional Materials

   Soliciting Material under §240.14a-12

Aprea Therapeutics, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

   No fee required.

   Fee paid previously with preliminary materials.

   Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11


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3805 Old Easton Road

Doylestown, PA 18902

2024 ANNUAL MEETING OF STOCKHOLDERS

To be Held on June 20, 2024

April 25, 2024

Dear Stockholder:

I am pleased to invite you to attend Aprea Therapeutics, Inc.’s 2024 Annual Meeting of Stockholders, or Annual Meeting, which will be held on Thursday, June 20, 2024, at 9:00 a.m., Eastern Time. This year’s Annual Meeting will be held virtually via live webcast on the Internet. Stockholders will be able to attend the meeting, vote and submit questions via the Internet at www.virtualshareholdermeeting.com/APRE2024 by using the 16-digit control number included in your proxy materials.

Details regarding admission to the meeting and the business to be conducted are more fully described in the accompanying Notice of the 2024 Annual Meeting of Stockholders and Proxy Statement. Other than the proposals described in the Proxy Statement, the Board of Directors is not aware of any other matters to be presented for a vote at the Annual Meeting. We are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we encourage you to review the proxy materials and submit your vote via the Internet, telephone or mail as soon as possible.

On behalf of the Board of Directors, I would like to express our appreciation for your ongoing support of Aprea Therapeutics.

Sincerely,

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Oren Gilad, Ph.D.

Chief Executive Officer


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NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholders:

You are invited to attend Aprea Therapeutics, Inc.’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held as a virtual meeting via live webcast on the Internet. At the Annual Meeting, stockholders will be asked to vote:

to elect the three director nominees who are named in the attached Proxy Statement to serve as Class II directors;

to ratify the selection of EisnerAmper LLP as our independent registered public accounting firm for the 2024 fiscal year; and

to transact any such other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

MEETING INFORMATION:

Date:

 

June 20, 2024

Time:

9:00 a.m. Eastern Time

Virtual Location:

www.virtualshareholdermeeting.com/APRE2024

Record Date:

You can participate in the virtual annual meeting and vote if you were a stockholder of record on April 23, 2024.

Your vote matters. Whether or not you plan to attend the virtual Annual Meeting, please ensure that your shares are represented by voting promptly. Specific instructions on how to vote via the Internet, telephone or mail or virtually at the Annual Meeting are described in the accompanying Proxy Statement.

    

By Order of the Board of Directors,

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John P. Hamill

Corporate Secretary

April 25, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE VIRTUAL ANNUAL MEETING TO BE HELD ON JUNE 20, 2024. This Notice of the Annual Meeting, the accompanying Proxy Statement and our 2023 Annual Report on Form 10-K are available by visiting http://www.proxyvote.com using the 16-digit control number included in your proxy materials.


Table of Contents

INTRODUCTION

    

6

PROXY SUMMARY

7

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

9

BOARD OF DIRECTORS

13

BOARD STRUCTURE AND COMPOSITION

13

CRITERIA FOR BOARD MEMBERSHIP

14

SELECTION OF CANDIDATES

15

BOARD REFRESHMENT

15

DIRECTOR NOMINEES

15

CONTINUING DIRECTORS

17

CORPORATE GOVERNANCE AND RISK MANAGEMENT

20

BOARD INDEPENDENCE

20

BOARD LEADERSHIP STRUCTURE

20

BOARD DIVERSITY

20

RISK MANAGEMENT

21

EVALUATING BOARD EFFECTIVENESS

23

CODE OF CONDUCT

23

ANTI-HEDGING AND PLEDGING POLICIES

23

CORPORATE GOVERNANCE GUIDELINES

23

BOARD COMMITTEES

23

BOARD ATTENDANCE, COMMITTEE MEETINGS AND COMMITTEE MEMBERSHIP

24

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

27

FAMILY RELATIONSHIPS

27

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

27

POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS

27

STOCKHOLDER ENGAGEMENT

28

DIRECTOR COMPENSATION

29

COMPENSATION PROGRAM

29

2023 DIRECTOR COMPENSATION

30

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

31

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

31

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

31

CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

32

AUDIT COMMITTEE REPORT

33

ROLE OF THE AUDIT COMMITTEE

33

REVIEW OF AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023

33


ITEMS TO BE VOTED ON:

34

ITEM 1: ELECTION OF THREE CLASS II DIRECTORS FOR THREE-YEAR TERMS EXPIRING IN 2027

34

ITEM 2: RATIFICATION OF APPOINTMENT OF EISNERAMPER LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2024

34

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

35

EXECUTIVE COMPENSATION

36

2023 SUMMARY COMPENSATION TABLE

37

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

39

EQUITY AWARDS

41

RETIREMENT PLANS

42

EQUITY COMPENSATION PLAN INFORMATION

42

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

43

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

44

OTHER INFORMATION

48

OTHER MATTERS

48

REQUIREMENTS FOR SUBMISSION OF STOCKHOLDER PROPOSALS OR NOMINATIONS FOR NEXT YEAR’S ANNUAL MEETING

48

AVAILABILITY OF MATERIALS

48


Aprea Therapeutics, Inc.

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3805 OLD EASTON ROAD

DOYLESTOWN, PA 18902

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD VIRTUALLY ON JUNE 20, 2024

INTRODUCTION

This Proxy Statement, the proxy card and the Notice of Annual Meeting are being provided in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of Aprea Therapeutics, Inc., a Delaware corporation (“Aprea,” the “Company,” “we,” “us” or “our”), for use at the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held via live webcast at www.virtualshareholdermeeting.com/APRE2024 on June 20, 2024 at 9:00 a.m., Eastern time as a virtual meeting, and any adjournments or postponements thereof.

In accordance with the Securities and Exchange Commission rules allowing companies to furnish proxy materials to their stockholders over the Internet, we have sent stockholders of record at the close of business on April 23, 2024 a Notice of Internet Availability of Proxy Materials. The notice contains instructions on how to access our Proxy statement and Annual Report and vote online. If you would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the notice, as well as in the attached Proxy statement. For additional details regarding the Annual Meeting and voting generally, please refer to the section of this Proxy Statement entitled “General Information About the Annual Meeting.”

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PROXY SUMMARY

To assist you in reviewing the proposals to be considered at the Annual Meeting, we call your attention to the following proxy summary. This is only a summary; please review this Proxy Statement and our 2023 Annual Report on Form 10-K in full.

Summary of Stockholder Voting Matters

Proposal

    

For More
Information

    

Board of Directors
Recommendation

 

Item 1: Election of Three Class II Directors for Three-Year Terms Expiring at the 2027 Annual Meeting of Stockholders

Class II:

Page 34

 FOR Each Nominee

Michael Grissinger

Gabriela Gruia, M.D.

Rifat Pamukcu, M.D.

Item 2: Ratification of Appointment of EisnerAmper LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2024

Page 34

 FOR

Our Director Nominees

You are being asked to vote on the election of Michael Grissinger, Gabriela Gruia, M.D. and Rifat Pamukcu, M.D. as Class II directors, each to serve for a three-year term expiring at our 2027 Annual Meeting of Stockholders. Each director will hold office until his or her successor is elected and qualified or until the director’s earlier death, resignation, or removal.

Directors are elected by a plurality of the votes cast by our stockholders at the Annual Meeting. The three nominees receiving the most FOR votes (among votes properly cast in person or by proxy) will be elected. If no contrary indication is made, shares represented by executed proxies will be voted FOR the election of Mr. Grissinger, Dr. Gruia and Dr. Pamukcu. Each nominee has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve.

Name

  

Age

  

Director
Since

  

Occupation

  

Independent

  

AC

  

CC

  

NCGC

R&D

  

Other Current
Public
Company
Boards

Michael Grissinger

70

2022

None.

Yes

M

C

Akari Therapeutics, Plc

Gabriela Gruia, M.D.

68

2023

None.

Yes

M

TSCAN Therapeutics, Inc. and Molecular Templates, Inc

Rifat Pamukcu, M.D.

66

2022

None.

Yes

M

M

M

None.

AC = Audit Committee

  

CC = Compensation Committee

  

C = Chair

NCGC = Nominating and Corporate Governance Committee

R&D = Research and Development Committee

M = Member

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Corporate Governance Summary Facts

The following table summarizes our current Board structure and key elements of our corporate governance framework:

Governance Item

    

  

Size of Board 

9

Number of Independent Directors

8 out of 9 (88%)

Chairman of the Board

Richard Peters, M.D., Ph.D.

Separate Chairman and CEO

Yes

All Non-Employee Directors and Board Committee Members are Independent

Yes

Board Self-Evaluation

Periodic

Review of Independence of Board and Committees

Annual

Independent Directors Regularly Meet Without Management Present

Yes

Voting Standard for Election of Directors in Uncontested Elections

Plurality

Directors Have Access to All Levels of Management and are Provided with Opportunities to Meet with Members of Management on a Regular Basis

Yes

Corporate Governance Guidelines

Yes

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GENERAL INFORMATION ABOUT THE ANNUAL MEETING 

Q:          Who can vote at the Annual Meeting?

A:          Only stockholders of record of our common stock at the close of business on April 23, 2024 (the “Record Date”), are entitled to receive notice of the Annual Meeting and to vote their shares of our common stock that they held on that date at the Annual Meeting. As of that date, 5,430,215 shares of our common stock were outstanding. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.

Q:          What am I being asked to vote on?

A:          You are being asked to vote on two proposals:

Proposal 1: to elect three Class II directors for three-year terms expiring at the 2027 Annual Meeting of Stockholders.
Proposal 2: to ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting.

Q:          How do I vote?

A:          Stockholder of Record – Shares Registered in Your Name

If you are a stockholder of record, you may vote in any of the following manners:

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Mailing your signed proxy card
or voter instruction card.

  

Using the Internet at www.proxyvote.com
(have your proxy card or
Internet Notice when you visit the website)

  

Calling toll-free at 1-800-690-6903
(have your proxy card or
Internet Notice when you call).

Whether or not you plan to attend the Annual Meeting, we urge you to vote promptly by mail, Internet, or telephone to ensure your vote is counted. The Internet and telephone voting facilities for eligible stockholders of record will close at 11:59 p.m. Eastern Time on June 19, 2024. Proxy cards submitted by mail must be received by the close of business on June 19, 2024 to be counted.

Beneficial Owner - Shares Registered in the Name of Broker, Bank of Other Nominee (“Street Name”)

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of those shares held in Street Name. The Internet Notice has been forwarded to you by your broker, bank or other holder of record who is considered the stockholder of record of those shares. As the beneficial owner, you must follow the voting instructions provided by your broker, bank, or other holder in order to instruct your broker, bank, or other holder of record on how to vote your shares by using the proxy card included in the materials made available.

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Voting During the Annual Meeting

Both stockholders of record and beneficial owners will be able to vote during the Annual Meeting by logging into www.virtualshareholdermeeting.com/APRE2024 using the 16-digit control number included in your proxy materials. If you cast your vote prior to the Annual Meeting, there is no need to vote again at the Annual Meeting. Any vote cast during the Annual Meeting will revoke a previously submitted proxy. Even if you plan to attend the virtual Annual Meeting, we encourage you to vote in advance by mail, Internet or telephone so that your vote will be counted even if you later decide not to attend the Annual Meeting.

Q:          How does the Board of Directors recommend I vote on the Proposals?

A:          Our Board of Directors recommends that you vote:

FOR the election of each of the director nominees named in this Proxy Statement (Proposal 1).
FOR the ratification of the appointment of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 2).

Q:          How will my shares be voted? Can I change my vote?

A:          In each case, your shares will be voted as you instruct. If you return a signed card, but do not provide voting instructions, your shares will be voted FOR each of the proposals. You may revoke or change your vote any time before the proxy is exercised. To do so, you must do one of the following:

Vote over the Internet or by telephone as instructed above. Only your latest Internet or telephone vote is counted.
Sign a new proxy card and submit it by mail, which must be received no later than the close of business on June 19, 2024. Only your latest dated proxy card will be counted.
Attend the virtual Annual Meeting and vote during the meeting. Attending the virtual Annual Meeting will not by itself revoke a previously granted proxy.
Give our Corporate Secretary written notice no later than the close of business on June 19, 2024 that you want to revoke your proxy.

If your shares are held in Street Name, you should follow the instructions provided by your broker, bank, or other holder of record to revoke previously submitted voting instructions.

Q:          What is the deadline for voting?

A:          The deadline for voting by telephone or Internet prior to the Annual Meeting is 11:59 p.m. Eastern Time on June 19, 2024. You may also vote during the virtual Annual Meeting.

Q:          What are “broker non-votes” and how many votes are needed to approve each proposal?

A:          As the beneficial owner of shares held in Street Name, you may direct your broker, bank, or other holder of record on how to vote your shares by using the proxy card included in the materials made available or by following their instructions for voting. A broker non-vote occurs when a broker or other nominee that holds shares for another does not vote on a particular item because the nominee does not have discretionary voting authority for that item and has not received instructions from the beneficial owner of the shares.

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If you are a beneficial owner of shares held in Street Name and do not provide the organization that holds your shares with specific voting instructions then, under applicable rules, the organization that holds your shares may generally vote on “routine” matters (Proposal 2 in this Proxy Statement) but cannot vote on “non-routine” matters (Proposal 1 in this Proxy Statement).

The following table summarizes the vote required for and how broker non-votes and abstentions are treated with respect to our proposals:

Proposal

    

Votes Required

    

Treatment of
Abstentions and
Broker Non-Votes

    

Broker
Discretionary
Voting

Election of Three Class II Directors for Three-Year Terms Expiring at the 2027 Annual Meeting of Stockholders

Plurality of the votes cast

Abstentions and broker non-votes will not be taken into account in determining the outcome of the proposal

No

Ratification of Appointment of EisnerAmper LLP as our Independent Registered Public Accounting Firm for fiscal year 2024

Majority of the shares of common stock present and entitled to vote

Abstentions will count as a vote “against” and broker non-votes will not be taken into account in determining the outcome of the proposal

Yes

Q:          What is the quorum requirement?

A:          We must have a quorum to conduct business at the Annual Meeting. A quorum consists of the presence at the meeting, either virtually in person or represented by proxy, of the holders of a majority of the outstanding shares of our common stock entitled to vote. Shares present virtually during the Annual Meeting will be considered shares of common stock represented in person at the meeting. For the purpose of establishing a quorum, abstentions and broker non-votes are counted as shares represented toward the quorum. If there is no quorum, the holders of a majority of shares present at the meeting in person or represented by proxy or the chairman of the meeting may adjourn the meeting to another date.

Q:          Why are you holding a virtual Annual Meeting?

A:          To provide access to the Annual Meeting for our stockholders regardless of geographic location, the Annual Meeting will be held in a virtual meeting format only. We have designed our virtual format to ensure that our stockholders who attend the Annual Meeting will be afforded similar rights and opportunities to participate as they would at an in-person meeting. The live webcast of the Annual Meeting can be accessed by stockholders on the day of the meeting at www.virtualshareholdermeeting.com/APRE2024 and a recording will be available for one year following the Annual Meeting on the same website.

Q:          How do I attend, vote shares and ask questions at the virtual Annual Meeting?

A:          To attend and participate in the virtual Annual Meeting, stockholders will need to access the live webcast of the meeting. To do so, please visit www.virtualshareholdermeeting.com/APRE2024 and use the 16-digit control number included on your proxy materials to log onto the website. Instructions on how to connect to the Annual Meeting and participate via the Internet are posted at www.virtualshareholdermeeting.com/APRE2024. If you do not have your 16-digit control number, you will be able to access and listen to the Annual Meeting as a guest, but you will not be able to vote your shares or submit questions during the Annual Meeting.

The Annual Meeting will begin promptly at 9:00 a.m. Eastern Time. We encourage stockholders to login to the website and access the webcast before the Annual Meeting’s start time. Online check-in will begin, and

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stockholders may begin submitting written questions, at 8:45 a.m. Eastern Time, and you should allow ample time for check-in procedures.

You will be permitted to submit your questions during the meeting to be addressed by management during a question-and-answer session as time allows. Such questions must be confined to matters properly before the Annual Meeting and of general company concern. Additional information regarding questions submitted during the meeting will be available in the rules of conduct for the meeting available at www.virtualshareholdermeeting.com/APRE2024.

Q:          How can I get help if I have trouble checking in or listening to the meeting online?

A:          We will have technicians ready to assist you with any technical difficulties you have accessing the virtual Annual Meeting or submitting questions. If you encounter any difficulties accessing the virtual Annual Meeting during check-in or during the meeting, please call the technical support number that will be posted on the virtual shareholder meeting login page.

Q:          Who will bear the cost of soliciting votes for the Annual Meeting?

A:          The Company will bear all expenses of this solicitation, including the cost of preparing and providing these proxy materials. We may reimburse brokerage firms, custodians, nominees, fiduciaries, and other persons representing beneficial owners of common stock for their reasonable expenses in forwarding solicitation material to such beneficial owners. Our directors, officers, and employees may also solicit proxies in person or by other means of communication. We will not additionally compensate those directors, officers and employees but we may reimburse them for reasonable out-of-pocket expenses in connection with such solicitation.

Q:          How can I know the voting results?

A:          We plan to announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.

Q:          Are stockholders entitled to any appraisal or similar rights of dissenters?

A:          Our stockholders are not entitled to dissent and obtain appraisal of, or payment for, such stockholders’ capital stock, under the General Corporation Law of the State of Delaware, our Certificate of Incorporation, as amended, or Amended and Restated Bylaws (our “Bylaws”), with respect to any of the proposals to be considered at the Annual Meeting.

Our Board of Directors is soliciting your vote on matters that will be presented at the Annual Meeting and at any adjournment or postponement thereof. This Proxy Statement contains information on these matters to assist you in voting your shares.

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BOARD OF DIRECTORS

Our Board of Directors has nominated Michael Grissinger, Gabriela Gruia, M.D. and Rifat Pamukcu, M.D. as Class II directors, each to serve for a three-year term expiring at our 2027 Annual Meeting of Stockholders.

CLASSIFIED BOARD OF DIRECTORS

Our Board of Directors is the Company’s ultimate decision-making body, except with respect to those matters reserved for the stockholders. Our Board selects the members of our senior management team, who in turn are responsible for the day-to-day operations of the Company. Our Board acts as an advisor and counselor to senior management and oversees its performance.

Our Board consists of directors divided into three classes, with each class holding office for a three-year term. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as practicable, each class will consist of one-third of the directors. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company.

The composition of our Board is as follows:

Class I

Marc Duey

Richard Peters, M.D., Ph.D.

Bernd R. Seizinger, M.D., Ph.D.

Class II

Michael Grissinger

Gabriela Gruia, M.D.

Rifat Pamukcu, M.D.

Class III

Jean-Pierre Bizzari, M.D.

Oren Gilad, Ph.D.

John B. Henneman III

Each of the current Class II directors have been nominated by our Board of Directors for election at the Annual Meeting for three-year terms that will expire at the 2027 Annual Meeting of Stockholders. Each director will hold office until his or her successor is elected and qualified or until the director’s earlier death, resignation, or removal.

BOARD STRUCTURE AND COMPOSITION

The Nominating and Corporate Governance Committee of our Board is responsible for recommending the composition and structure of our Board and for developing criteria for Board membership. This Committee regularly reviews director competencies, qualities, and experiences, with the goal of ensuring that our Board is comprised of an effective team of directors who function collegially and who are able to apply their experience toward meaningful contributions to our business strategy and oversight of our performance, risk management, organizational development, and succession planning.

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Our Bylaws provide that the number of members of our Board of Directors shall be fixed by the Board from time to time. Our Board is currently fixed at nine members. Our Board is divided into three classes with staggered three-year terms. The Nominating and Corporate Governance Committee is responsible for identifying individuals that the committee believes are qualified to become Board members.

CRITERIA FOR BOARD MEMBERSHIP

The Nominating and Corporate Governance Committee has identified certain criteria that it will consider in identifying director nominees. Important general criteria and considerations for Board membership include:

General Criteria

·

ability to contribute to the Board’s range of talent, skill, and experience to provide sound and prudent guidance with respect to the Company’s strategy and operations, including, but not limited to:

o

 experience at senior levels in public companies,

o

 technology and financial expertise, and

o

 experience in leadership roles in life sciences and healthcare fields, including experience in the areas of development and commercialization of drug products, particularly in the therapeutic areas served by our product candidates, and pharmaceutical manufacturing and quality control, including oversight and expansion of contract manufacturing and development operations;

·

personal integrity and ethical character, commitment and independence of thought and judgment;

·

capability to fairly and equally represent our stockholders;

·

confidence and willingness to express ideas and engage in constructive discussion with other Board members and management, to actively participate in the Board’s decision-making process and make difficult decisions in the best interest of the Company;

·

willingness and ability to devote sufficient time, energy, and attention to the affairs of the Company and the Board; and

·

lack of actual and potential conflicts of interest.

The Nominating and Corporate Governance Committee also considers, on an ongoing basis, the background, experience, and skills of the incumbent directors that are important to our current and future business needs, including, among others, the combined mix of experience in the following areas:

Director Skills Criteria

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Business Leadership & Operations

  

  

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International Business

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Medicine & Science

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Risk Management

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Life Sciences, Healthcare & Public Health

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Government, Regulatory & Public Policy

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Pharmaceutical Product Reimbursement

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Pharmaceutical Manufacturing & Supply

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Pharmaceutical Marketing & Sales

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Technology

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Financing & Accounting

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SELECTION OF CANDIDATES

Director Skill Set Considerations

In recruiting and selecting Board candidates, the Nominating and Corporate Governance Committee considers the size of the Board and the criteria listed under the “Director Skills Criteria” table above. These skills criteria help the committee determine whether a particular Board member or candidate possesses one or more of the skill sets, as well as whether those skills and/or other attributes qualify him or her for service on a particular committee. The Nominating and Corporate Governance Committee also considers a wide range of additional factors, including each director’s and candidate’s projected retirement date, to assist in Board succession planning; other positions the director or candidate holds, including other boards of directors on which he or she serves; and the independence of each director and candidate, to ensure that a substantial majority of the Board is independent. The Nominating and Corporate Governance Committee considers each candidate’s gender, race/ethnicity and other individual qualities and attributes discussed above as they may contribute to the overall composition of the Board.

BOARD REFRESHMENT

On an ongoing basis, the Nominating and Corporate Governance Committee considers potential director candidates identified on its own initiative as well as candidates referred or recommended to it by other directors, members of management, search firms, stockholders, and others (including individuals seeking to join the Board).

Stockholders who wish to recommend candidates may contact the Nominating and Corporate Governance Committee in the manner described under the section titled “Stockholder Engagement - Communicate.” Stockholder nominations must be made according to the procedures required under our Bylaws and described in this Proxy Statement under the heading “Requirements for Submission of Stockholder Proposals or Nominations for Next Year’s Annual Meeting.” Stockholder-recommended candidates and stockholder nominees whose nominations comply with these procedures and who meet the criteria referred to above will be evaluated by the Nominating and Corporate Governance Committee in the same manner as the Nominating and Corporate Governance Committee’s nominees.

DIRECTOR NOMINEES

CLASS II DIRECTORS — STANDING FOR ELECTION AT THE ANNUAL MEETING TO SERVE A TERM TO EXPIRE AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

Michael Grissinger

Age: 70

    

Committee Memberships: Nominating and Corporate Governance (Chair), Audit

Director Since: 2022

    

Other Public Directorships: Akari Therapeutics, Plc

 

Michael Grissinger has been a member of our Board since May 2022, when he was appointed in connection with our acquisition of Atrin Pharmaceuticals, Inc. Mr. Grissinger brings decades of experience in business development, strategy, and pharmaceutical licensing leadership roles at global pharmaceutical companies. Mr. Grissinger serves on the board of directors of Akari Therapeutics, Plc, a public company that develops treatments for autoinflammatory diseases involving the complement (C5) and leukotriene (LTB4) pathways, Kira Biotech Pty Ltd, a private biotechnology company developing novel immunomodulatory compounds for the treatment of immune system disorders, Atriva Therapeutics PLC, a private biopharmaceutical company pioneering the development of host-cell-targeting therapies against viral infections and Envisagenics, Inc. an Artificial Intelligence-driven biotechnology company that focuses on the discovery of novel RNA splicing variants that cause cancer and other genetic diseases, . Mr. Grissinger previously served on the board of Atrin Pharmaceuticals, Inc. He retired from Johnson & Johnson in January 2018 after a 22-year career. During his tenure at Johnson & Johnson, Mr. Grissinger held positions of Vice President and Head, Worldwide Pharmaceutical Licensing as well as Vice President and Head of Worldwide Pharmaceutical Corporate Development and M&A

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We believe Mr. Grissinger is qualified to serve on our Board because of his senior management experience at Johnson & Johnson, his service on the boards of public and private life science companies, and his extensive experience in the areas of finance, business transactions, and mergers and acquisitions.

Gabriela Gruia, M.D.

Age: 67

    

Committee Memberships: R&D

Director Since: 2023

    

Other Public Directorships: TSCAN Therapeutics, Inc. and Molecular Templates, Inc.

Gabriela Gruia, M.D., has been a member of our Board since May 2023. Dr. Gruia, age 66, is an oncologist with over 25 years of experience in oncology drug development, spanning cell and gene therapy, bi-specifics, biologics, immunotherapy, and small molecules and currently serves as the Founder and Principal of Gabriela Gruia Consulting, LLC. From February 2020 to January 2021, Dr. Gruia served as Chief Development Officer at Ichnos Sciences, where she oversaw development activities for several key functions, including Clinical Development and Clinical Operations, Regulatory Sciences, Clinical Pharmacology, Toxicology, and Biostatistics. From August 2004 to February 2020, Dr. Gruia was Senior Vice President and Global Head of Regulatory Affairs for Novartis Oncology, where she led the world class oncology regulatory affairs organization and oversaw all regulatory activities in close partnership with research collaborators, preclinical development, development organization and senior management. While at Novartis, Dr. Gruia spearheaded the worldwide submission and approval of multiple new molecular entities, including Tasigna®, Jakavi®, Afinitor®, Signifor®, Zykadia®, Farydak®, Rydapt®, Odomzo®, Kisqali®, Kymriah®, Adakveo®, and Piqray®. Dr. Gruia serves as a member of the board of directors of TSCAN Therapeutics, Tessa Therapeutics Ltd., and Molecular Templates, Inc. Dr. Gruia earned a doctorate in medicine from Bucharest Medical School in Romania and a Masters in Breast Pathology and Mammography from the Rene Huguenin/Curie Institute Cancer Center in Paris, France. She completed training in oncology and hematology at Rene Descartes University in Paris, France.

We believe Dr. Gruia is qualified to serve on our Board because of her senior management experience and her service on the boards of public and private life science companies.

Rifat Pamukcu, M.D.

Age: 66

    

Committee Memberships: Compensation, Nominating and Corporate Governance, R&D

Director Since: 2022

    

Other Public Directorships: None

Rifat Pamukcu, M.D., has been a member of our Board since May 2022, when he was appointed in connection with our acquisition of Atrin Pharmaceuticals, Inc. Dr. Pamukcu has extensive experience in pharmaceuticals and drug development, with a particular focus on oncology. He was a co-founder, director and CSO of Cell Pathways, a publicly traded pharmaceutical company focused on cancer and cancer prevention that was acquired by OSI Pharmaceuticals in 2003). At Cell Pathways he directed the basic science, preclinical drug development, clinical research, regulatory programs, and various aspects of chemical scale-up and manufacturing and raised over $140 million of investment capital. He is currently director, President and CEO of RXMP Therapeutics, Inc. since 2016, a private pharmaceutical company that is developing novel systemically delivered hemostatic agents that are designed to arrest or prevent excessive bleeding. Dr. Pamukcu has served as director, President and CEO of Midway Pharmaceuticals DBA MidwayBiome since 2005, a private pharmaceutical company that is developing nonantibiotic approaches to affect GI tract and microbiome interactions to aid in gastrointestinal and systemic disorders. He has been a Managing Partner of Corami LLC since 2016, an early-stage therapeutics company developing drug-device combinations that deliver sustained release therapeutics directly to the external surface of the heart. Dr. Pamukcu serves on the Board of Directors of Syantra, Inc. since 2019 (a breast cancer diagnostics company), Sirpant Immunotherapeutics, Inc. since 2021 (a hematological malignancy immunotherapeutics company), and Virion Therapeutics LLC since 2018 (a hepatitis therapeutic vaccine company). He has been a member of the Advisory Council to the National Prostate Cancer Coalition, the GI Oncology Task Force of the American Gastroenterological Association, Executive Steering Committee of the Gastroenterology Research Group and Scientific Advisory Board of the Hereditary Colon Cancer Association. Since 1985, Dr. Pamukcu has authored or co-authored over 110 journal articles, book chapters and abstracts in the fields of gastroenterology, cancer, cancer chemoprevention and signal transduction systems. He is an inventor on over 150 issued

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or pending patents in the areas of drug discovery and development of agents for cancer prevention and therapeutics, inflammatory bowel disease, osteoporosis and the prevention and treatment of hemorrhage. Dr. Pamukcu holds a B.A. in Biology from John Hopkins University and an M.D. from the University of Wisconsin School of Medicine. He completed his Internal Medicine Residency at Rush Presbyterian St. Luke’s Medical Center and his Fellowship in Gastroenterology and Hepatology at the University of Chicago. He was an Assistant Professor in the Division of Digestive Diseases at the University of Cincinnati prior to his joining Cell Pathways, Inc.

We believe Dr. Pamukcu is qualified to serve on our Board because of his CEO and Presidential roles at RXMP Therapeutics, Inc. and Midway Pharmaceuticals, his extensive experience as an advisor to various entities in the life sciences industry and his extensive scientific background.

CONTINUING DIRECTORS

CLASS III DIRECTORS — TERM EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

Oren Gilad, Ph.D.

Age: 56

    

Committee Memberships: None

Director Since: 2022

    

Other Public Directorships: None

Oren Gilad, Ph.D. has served as our Chief Executive Officer since July 2022. He has served as our President and a member of our Board since May 2022, when he was appointed in connection with our acquisition of Atrin Pharmaceuticals, Inc., a privately held oncology discovery company. Dr. Gilad has more than twenty years of academic, private and public biotechnology industry experience, as well as extensive leadership experience across all phases of drug development. Prior to joining Aprea, from 2011 to 2022, he was the Chief Executive Officer of Atrin Pharmaceuticals, Inc. Prior to founding Atrin Pharmaceuticals. Inc. in 2011, Dr. Gilad had a 13-year academic career, where he authored numerous high impact scientific articles, including one that demonstrated the importance of the ATR pathway in cancer development and prevention. This breakthrough research was conducted at the University of Pennsylvania. Dr. Gilad holds a B.Sc from the Hebrew University, a Ph.D. and post-doctorate from the University of California at Davis, and a post-doctorate from the University of Pennsylvania.

We believe Dr. Gilad is qualified to serve as our President and Chief Executive Officer and on our Board because of his leadership experience at Atrin and experience in the life sciences industry, as well as his extensive scientific background.

John B. Henneman III

Age: 62

    

Committee Memberships: Audit (Chair); Nominating and Corporate Governance

Director Since: 2019

    

Other Public Directorships: R1 RCM Inc., Orthofix Medical, Inc., and Anika Therapeutics, Inc.

John B. Henneman III has been a member of our Board since August 2019. Mr. Henneman has more than 25 years of combined financial and operational management experience in the life sciences industry. From July 2018 until November 2018, Mr. Henneman served as the Chief Administrative Officer of NewLink Genetics Corporation (“NewLink”), a biotechnology company. From October 2014 to July 2018, Mr. Henneman served as NewLink’s Executive Vice President and Chief Financial Officer. From 1998 to 2014, Mr. Henneman served at Integra LifeSciences Holdings Corporation (“Integra”), a publicly-held medical device company, in various capacities. Before becoming Integra’s Chief Financial Officer in 2007, Mr. Henneman was Chief Administrative Officer, responsible for Integra’s regulatory affairs, quality systems, clinical affairs, human resources, information systems and legal affairs functions, the management of Integra’s surgical instruments business, and Integra’s business development function. Mr. Henneman currently serves on the boards of directors of R1 RCM Inc., a publicly-held revenue cycle technology and management services company, Orthofix Medical, Inc., a publicly-held medical technology company, Anika Therapeutics, Inc., a publicly held medical technology company and Alafair Biosciences, Inc., a privately-held medical device company.

17


We believe Mr. Henneman is qualified to serve on our Board because of his senior management experience at NewLink and Integra, his service on the boards of R1 RCM, Inc., Anika Therapeutics, Inc. and Orthofix Medical Inc., and his extensive experience in the areas of finance, financial accounting, business transactions, and mergers and acquisitions.

Jean-Pierre Bizzari, M.D.

Age: 70

    

Committee Memberships: R&D

Director Since: 2023

    

Other Public Directorships: Halozyme, Inc., ADC Therapeutics SA

Jean-Pierre Bizzari, M.D. has served as a member of our Board since August 23, 2023 Dr. Jean-Pierre Bizzari with a remarkable and distinguished career in oncology. He has been responsible for numerous global approvals of several billion-dollar therapies, including: Fotomustine, Taxotere, Revlimid, Abraxane, Vidaza, PTCL, Eloxatin, CPT-11, Gliadel, Rasburicase, and Pomalidomide to name a few. He has been involved in acquisition and licensing agreements with several major pharmaceutical companies. Dr. Bizzari is a member and leader on many scientific committees and is currently a member of the Scientific Advisory Board for the National Cancer Institute in France; a Board member of the European Organization of Research and Treatment of Cancer (EORTC) and Chairman of the EORTC New Drug Advisory Committee. He currently is on the Boards of Halozyme, ADC Therapeutics, NETRIS Pharma, and Oxford BioTherapeutics. Most recently, Dr. Bizzari was the Group Head Clinical Development Oncology at Celgene. He led global clinical development conducting over 25 Phase 3 trials, was responsible for global operations of over 950 people and was chairman of the Hematology Oncology development committee. Prior to Celgene, Dr. Bizzari was the VP of clinical development oncology at Sanofi-Aventis where he was responsible for the worldwide clinical development and approvals. He also served as VP of clinical development oncology at Rhone-Poulenc Rorer where he shepherded a deep pipeline of oncology candidates. Dr. Bizzari holds a degree in mathematics, and completed his medical studies in Nice, France. He completed his residency in oncology at Pitie Salpetriere Hospital in Paris.

We believe Dr. Bizzari is qualified to serve on our Board because of his extensive experience in leadership and management roles at various life sciences companies.

CLASS I DIRECTORS — TERM EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

Marc Duey

Age: 68

    

Committee Memberships: Compensation

Director Since: 2022

    

Other Public Directorships: None

Marc Duey has been a member of our Board since May 2022, when he was appointed in connection with our acquisition of Atrin Pharmaceuticals, Inc. Mr. Duey brings over four decades of experience in the Pharmaceutical and Biotechnology industries and brings a great deal of commercial business, and product launch experience. Since 2012, he has served as a Managing Partner at Duce Management, LLC, a family office fund that focuses on biotech and digital health convergence via early-stage commitments to emerging firms with intellectual property and platform technology of eventual interest to specialty pharmaceutical manufacturers seeking potential therapies for cancer. Mr. Duey was the Founder, President, and CEO of ProMetrics, Inc., from 1993 to 2019, a leading sales and patient-level data aggregator and service provider to the specialty pharmaceutical industry for over two decades. ProMetrics is now the Patient Solutions Division of ConcertAI, a leading real-world data, and AI-based predictive analytics partner to the largest, most ambitious, and dynamic oncology firms. Mr. Duey founded ProMetrics to provide marketing and sales teams with strategic and tactical decision support. Under his direction, the firm helped launch dozens of biopharma products, serviced over 150 clients, and managed thousands of projects. Seven client biotech firms have been acquired by seven large oncology companies, also clients, for a total transaction value of over $150 billion. Prior to founding ProMetrics, Mr. Duey was the founder and President of DuWest Research, an international management consulting firm, with offices on three continents, which specialized in serving the needs of diagnostic and biotechnology firms. Mr. Duey is a member of numerous trade and industry associations and sits on the Board of Directors of several technology companies. He is an adjunct professor at West Chester University in both the Business School and the Pharmaceutical Product Development program (PPD). He serves on the Board of Trustees of International House Philadelphia and is a member of the

18


Leadership Council of the Wistar Institute. He is an active member of the American Society of Clinical Oncology (ASCO), the American Association of Cancer Research (AACR), the American Association of Pharmaceutical Science (AAPS), and the Licensing Executive Society (LES). Mr. Duey holds a B.S. and an M.S. degree in science from the University of Ottawa, an M.B.A. from the Ivey Business School at Western University, London, Canada and a Doctor of Business Administration from Wilmington University.

We believe Mr. Duey is qualified to serve on our Board because of his experience as founder and CEO at ProMetrics and president of DuWest Research, his lengthy career at several pharmaceutical-focused technology company, and his extensive knowledge in the areas of finance and international business transactions.

Richard Peters, M.D., Ph.D.

Age: 61

    

Committee Memberships: Compensation (Chair)

Director Since: 2020

  

Other Public Directorships: Kineta, Inc., Pharming Group N.V.

Richard Peters, M.D., Ph.D. has served as a member of our Board since June 2020 and currently acts as Chairman. Dr. Peters has more than 25 years of experience developing new therapies for difficult-to-treat diseases. From September 2019 to December 2022, Dr. Peters served as President, Chief Executive Officer and Director at Yumanity Therapeutics Inc. (“Yumanity”), a publicly traded company focused on finding treatments for neurodegenerative disease. Prior to joining Yumanity, Dr. Peters was President & Chief Executive Officer of Merrimack Pharmaceuticals, Inc. (“Merrimack”), a publicly traded pharmaceutical company specialized in developing drugs for the treatment of cancer, from February 2017 to June 2019. Prior to Merrimack, Dr. Peters served as Senior Vice President and Head, Global Rare Diseases at Genzyme (Sanofi), a pharmaceutical company, from April 2014 to January 2017. Dr. Peters currently serves on the board of directors of Pharming Group N.V., a publicly held rare disease company, Kineta, Inc., a publicly held immuno-oncology company, and TellBio, Inc., a privately held company focused on next-generation liquid biopsy.

Dr. Peters is a Harvard-trained physician and scientist, has served on the faculty at the Massachusetts General Hospital, and completed a Howard Hughes Medical Institute Fellowship in biophysics at Harvard Medical School. Dr. Peters commenced his medical studies at UC Louvain in Belgium and holds M.D. and Ph.D. degrees from the Medical University of South Carolina.

We believe Dr. Peters is qualified to serve on our Board because of his senior management experience at Yumanity and Merrimack, his experience in the life sciences industry and his scientific background.

Bernd R. Seizinger, M.D., Ph.D. 

Age: 67

    

Committee Memberships: Nominating and Corporate Governance; Audit; R&D

Director Since: 2015

    

Other Public Directorships: Aptose Biosciences Inc., Oncolytics Biotech Inc., Nykode Therapeutics ASA and BioInvent International AB

Bernd R. Seizinger, M.D., Ph.D. has served as a member of our board of directors since 2015. Dr. Seizinger is a board member in a number of public and private biotech companies in the United States, Europe, and Canada, including Aptose Biosciences Inc., Oxford BioTherapeutics Ltd., Nykode Therapeutics ASA, BioInvent International AB, Oncolytics Biotech Inc. and CryptoMedix Inc. Previously, Dr. Seizinger was President and Chief Executive Officer of GPC Biotech, VP Oncology Drug Discovery at Bristol-Myers Squibb Company, and Executive VP and Chief Scientific Officer at Genome Therapeutics. Prior to his corporate appointments, he held senior faculty positions at Massachusetts Harvard Medical School, Massachusetts General Hospital and Princeton University.

We believe Dr. Seizinger is qualified to serve on our Board because of his perspective and experience as a leader and board member in the life sciences industry and his strong medical and scientific background.

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CORPORATE GOVERNANCE AND RISK MANAGEMENT

We are committed to good corporate governance and integrity in our business dealings. Our governance practices are documented in our Certificate of Incorporation, our Bylaws, our Code of Business Conduct and Ethics (“Code of Conduct”), our Corporate Governance Guidelines and the charters of the committees of the Board. Aspects of our governance documents are summarized below. You can find our charters for each committee of the board, our Code of Conduct and our Governance Guidelines on our website www.aprea.com under “Investors- Governance.”

BOARD INDEPENDENCE

Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”). Under the Nasdaq rules, independent directors must comprise a majority of a listed company’s Board of Directors. In addition, the Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee be independent. Under the Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of our Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our Board has undertaken a review of its composition, the composition of its committees and the independence of each of our directors and considered whether any director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. Our Board has determined that none of Drs. Peters, Seizinger, Pamukcu, Gruia and Bizzari and Messrs. Grissinger, Henneman and Duey has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors are “independent” directors, as defined under the Nasdaq rules. Dr. Gilad is not independent due to his current role as our President and Chief Executive Officer.

Our Board also determined that Mr. Henneman (Chair), Dr. Seizinger and Mr. Grissinger, who comprise our Audit Committee; Dr. Peters (Chair), Dr. Pamukcu and Mr. Duey, who comprise our Compensation Committee; and Mr. Grissinger (Chair), Drs. Seizinger and Pamukcu and Mr. Henneman, who comprise our Nominating and Corporate Governance Committee, satisfy the enhanced independence standards for those committees established by applicable SEC rules and the listing standards of Nasdaq.

In making such determination, the Board considered the relationships that each such non-employee director has with us and all other facts and circumstances that the Board deemed relevant in determining their independence, including the beneficial ownership of our common stock by each non-employee director. Our independent directors generally meet in executive session at each regularly scheduled Board meeting.

BOARD LEADERSHIP STRUCTURE

The Board does not currently have a formal policy with respect to the separation of the offices of Chief Executive Officer (the “CEO”) and Chairman of the Board. It is the Board’s view that rather than having a rigid policy, the Board, with the advice and assistance of the Nominating and Corporate Governance Committee, and upon consideration of all relevant factors and circumstances, will determine, as and when appropriate, whether the two offices should be combined or separate. Currently, our leadership structure does not combine the offices of CEO and Chairman of the Board. Dr. Peters serves as Chairman of the Board and Dr. Gilad serves as CEO. Our Board has concluded that our current leadership structure is appropriate at this time, with the Company benefiting from our CEO’s leadership on the Board, balanced by our independent Chairman. Our Board will continue to periodically review the leadership structure and may make such changes in the future as it deems appropriate.

BOARD DIVERSITY

Our Company embraces our Board’s diversity of background, experience, culture and other characteristics that make the Board unique. Diversity at the top sets the expectation for inclusion throughout the organization. As a result, we are

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disclosing specific diversity-related metrics, including self-identified sex, race, and sexual orientation. The Equal Employment Opportunity Commission (“EEOC”) defines an “underrepresented minority” as an individual who self identifies in one or more of the following groups: Black or African American, Hispanic or Latinx, Asian, Native American, or Alaska Native, Native Hawaiian or Pacific Islander or Two or More Races or Ethnicities. The EEOC defines a “LGBTQ+” as an individual who self identifies in one or more of the following groups: lesbian, gay, bisexual, transgender and queer or questioning in regard to their sexual orientation. None of our directors self-identify as an underrepresented minority as defined by the EEOC.

Board Diversity Matrix

The tables below provide information regarding certain diversity attributes of our directors and nominees as of the Record Date and as of the record date of our 2023 annual meeting of stockholders, with categories as set forth by Nasdaq Listing Rule 5605(f).

 
Board Diversity Matrix as of Record Date
 

Total Number of Directors: 9

 

  

 

  

 

  

 

  

  

  

Female

  

  

Male

  

  

Non-Binary

  

  

Did Not Disclose Gender

Gender Identity

 

  

 

  

 

  

 

  

Directors

 

1

 

8

 

 

Demographic Background

 

  

 

  

 

  

 

  

African American or Black

 

 

 

 

Alaskan Native or Native American

 

 

 

 

Asian

 

 

 

 

Hispanic or Latinx

 

 

 

 

Native Hawaiian or Pacific Islander

 

 

 

 

White

 

1

 

8

 

 

Two or More Races or Ethnicities

 

 

 

 

LGBTQ+

 

1

Did Not Disclose Demographic Background

 

Board Diversity Matrix as of the Record Date of the 2023 Annual Meeting of Stockholders

Total Number of Directors: 8

 

  

 

  

 

  

 

  

  

  

Female

  

  

Male

  

  

Non-Binary

  

  

Did Not Disclose Gender

Gender Identity

 

  

 

  

 

  

 

  

Directors

 

1

 

8

 

 

Demographic Background

 

  

 

  

 

  

 

  

African American or Black

 

 

 

 

Alaskan Native or Native American

 

 

 

 

Asian

 

 

 

 

Hispanic or Latinx

 

 

 

 

Native Hawaiian or Pacific Islander

 

 

 

 

White

 

1

 

8

 

 

Two or More Races or Ethnicities

 

 

 

 

LGBTQ+

 

1

Did Not Disclose Demographic Background

 

RISK MANAGEMENT

Risk is inherent with every business, and we face a number of risks, including business and operational, financial, strategic, legal and compliance and reputational. Our Board of Directors’ approach to risk management includes understanding the risks we face, analyzing them with the latest information available and determining the steps that should be taken to manage those risks, with a view toward evaluating the appropriate level of a risk for a company of our

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size, stage of growth and financial condition. Management is responsible for the day-to-day management of the risks the Company faces, while our Board, as a whole and assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed.

The risk oversight process includes receiving regular reports from Board committees and our executive officers to enable our Board to understand our risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operational, information technology (including cybersecurity), finance, legal, regulatory, strategic, and reputational risk.

The Board of Directors focuses on the overall risks affecting us. The Board has delegated to each Committee the responsibility for the oversight of specific risks. For example:

The Audit Committee oversees management of financial reporting, disclosure controls and procedures, compliance, and litigation risks, including risks related to our insurance, information technology (including cybersecurity), human resources and regulatory matters, as well as the steps management has taken to monitor and control such exposures. The Audit Committee also reviews and approves any related person transactions.
The Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation policies, plans and arrangements and the extent to which those policies or practices increase or decrease risk for the Company, as well as senior leadership succession planning.
The Nominating and Corporate Governance Committee manages risks associated with the composition, structure of the Board and its committees, the independence of the Board, potential conflicts of interest, the effectiveness of the Board, environmental, social and governance (ESG) matters and reporting and corporate governance.
The Research and Development Committee is responsible for overseeing matters relating to the Company’s scientific and technologic capabilities and development programs and report to the Board regarding such matters.

While each Committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through Committee reports about such risks. Matters of significant strategic risk are considered by our entire Board.

Cybersecurity

Management is responsible for the day-to-day management of the risks we face, while our Board of Directors as a whole has responsibility for the oversight of risk management, including as to material risks from cybersecurity threats. In its risk oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed. The Board of Directors has delegated to the Audit Committee of the Board of Directors the responsibility for the oversight of information technology (including cybersecurity) risks. In general, we seek to address cybersecurity risks through a cross-functional approach that is focused on preserving the confidentiality, integrity, and availability of the information that we collect and store by identifying, preventing, and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur. We carry insurance with coverage for cyber events. We are not aware of any cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected us, including our business strategy, results of operations or financial condition, but we regularly evaluate the security of our information technology systems.

We are a clinical-stage biopharmaceutical company and we are solely focused on developing novel synthetic lethality-based cancer therapeutics that target DNA damage response pathways. Therefore, we do not consider that we face significant cybersecurity risk and have not adopted a formal cybersecurity risk management program or process for

22


assessing cybersecurity risk currently. We assess material risks from cybersecurity threats on an ongoing basis, including any potential unauthorized access to or occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein. To this end, we utilize an outsourced information technology consultant, who we believe has sufficient experience and expertise with regard to cybersecurity matters, to implement systems and procedures designed to reduce, respond to and monitor for cybersecurity threats and vulnerabilities. Our outsourced information technology consultant conducts proactive patching and monitoring of all of our existing systems and has implemented systems and procedures to mitigate cybersecurity risks that we believe are appropriate for a company of our size, stage of growth and financial condition.

EVALUATING BOARD EFFECTIVENESS

The Board of Directors is committed to continuous improvement and periodic self-evaluations are an important tool for evaluating effectiveness. The Board and each Committee plan to conduct a rigorous periodic self-evaluation of their performance and effectiveness.

CODE OF CONDUCT

We have a written Code of Conduct that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Conduct covers fundamental ethical and compliance-related principles and practices such as accurate accounting records and financial reporting, avoiding conflicts of interest, the protection and use of our property and information and compliance with legal and regulatory requirements. Any amendments to the Code of Conduct, or any waivers of its requirements as they apply to directors and executive officers, will be disclosed on our website within four business days of such amendment or waiver. The Code of Conduct is available at https://ir.aprea.com/corporate-governance/documents-and-charters.

ANTI-HEDGING AND PLEDGING POLICIES

We have adopted an insider trading policy that includes a provision that restricts our directors, officers, and employees from engaging in hedging or monetization transactions involving our securities and from engaging in short sales of our securities. Our insider trading policy also prohibits our directors, officers, and employees from holding our securities in margin accounts or otherwise pledging our securities as collateral for loans.

CORPORATE GOVERNANCE GUIDELINES

We have a written set of Governance Guidelines that are designed to help ensure effective corporate governance of our Company. Our corporate governance guidelines cover topics including, but not limited to, director qualification criteria, director responsibilities, director compensation, director orientation and continuing education, the annual evaluations of our Board and its Committees and succession planning. Succession planning for the Board is critical to our success. Our goal is to achieve a Board that provides effective oversight of the Company through the appropriate balance of diversity of perspectives, experience, expertise, and skills. Our corporate governance guidelines are reviewed at least annually by the Nominating and Corporate Governance Committee and amended by our Board when appropriate. The Governance Guidelines are available at https://ir.aprea.com/corporate-governance/documents-and-charters.

BOARD COMMITTEES

Our Board of Directors has established four standing Committees to assist in discharging its duties: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Research and Development Committee. Each member of our Committees is an independent director as defined by the applicable requirements of the SEC and Nasdaq. The primary responsibilities of each of the Committees and the Committee memberships are provided below under the section entitled “Board Attendance, Committee Meetings and Committee Membership.”

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The Audit Committee, the Compensation Committee, the Nominating Corporate Governance Committee, and the Research and Development Committee each operate under a written charter that satisfies the applicable rules and regulations of the SEC and the listing requirements of Nasdaq. Each such Committee has the authority, as its members deem appropriate, to engage legal counsel or other experts or consultants in order to assist the committee in carrying out its responsibilities. Copies of the Audit Committee, the Compensation Committee, Nominating and Corporate Governance Committee, and Research and Development Committee Charters are available at https://ir.aprea.com/corporate-governance/documents-and-charters.

In addition to our standing Committees, pursuant to the Contingent Value Rights Agreement (“CVR Agreement”), dated May 16, 2022, between the Company and Computershare Inc. (“Computershare”) entered into in connection with our acquisition of Atrin Pharmaceuticals, Inc., the Board of Directors formed the “Special Committee” in May 2022. The Board of Directors has delegated to the Special Committee the responsibility, authority and discretion during the period beginning May 16, 2022 and ending upon the second anniversary of the date of the consummation of the Merger (as defined in the CVR Agreement) with respect to (i) managing the assets primarily used in or primarily related to the Company’s business of developing and commercializing cancer therapeutics that reactivate mutant p53 tumor suppressor protein, including but not limited to APR-246, or eprenetapopt, APR-548, and all associated analogs, including if further developed or commercialized after the occurrence of the Merger and (ii) conducting any sale process (including engagement of advisors) with respect to a Disposition (as defined in the CVR Agreement) during the Disposition Period. The current members of our Special Committee are Mr. Henneman and Mr. Grissinger.

BOARD ATTENDANCE, COMMITTEE MEETINGS AND COMMITTEE MEMBERSHIP

The following table shows the current membership of these Committees:

Director

  

Independent

  

AC

  

CC

  

NCGC

R&D

  

SC

Jean-Pierre Bizzari, M.D.

Yes

M

Marc Duey

Yes

M

Oren Gilad, Ph.D.

No

Michael Grissinger

Yes

M, FE

C

M

Gabriela Gruia, M.D.

Yes

M

John Henneman III

Yes

C, FE

M

M

Rifat Pamukcu, M.D.

Yes

M

M

M

Richard Peters, M.D., Ph.D.

Yes

C

Bernd Seizinger, M.D., Ph.D.

Yes

M

M

C

2023 Meetings

4

2

2

1

N/A

C = Chair

M = Member

FE= Audit Committee Financial Expert

SC=Special Committee

During 2023, the Board of Directors held seven (7) meetings. Each director attended at least 75% of the meetings of the Board and meetings of each Committee on which he or she served. Each director is also encouraged and expected to attend the Company’s annual meeting of stockholders. Each director is also expected to attend our Annual Meeting, and, except for Dr. Bizzari, all of our current directors attended the 2023 Annual Meeting of Stockholders. Mr. Schade resigned from the Board of Directors on August 23, 2023 and therefore did not attend any meetings of the Board of Directors following his resignation. Dr. Bizzari joined the Board of Directors on August 23, 2023 and therefore did not attend the 2023 Annual Meeting of Stockholders.

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Audit Committee

The members of our Audit Committee are Mr. Henneman (Chair), Mr. Grissinger and Dr. Seizinger, each of whom is a non-employee member of our Board. The composition of our Audit Committee meets the requirements for independence under current Nasdaq listing standards and SEC rules and regulations. Each member of our Audit Committee also meets the financial literacy requirements of the Nasdaq listing standards. Our Audit Committee Chair, Mr. Henneman, and Mr. Grissinger are our Audit Committee financial experts, as that term is defined under the SEC rules implementing Section 407 of the Sarbanes-Oxley Act of 2002, and Mr. Henneman and Mr. Grissinger possess financial sophistication, as defined under the listing standards of Nasdaq.

The Audit Committee assists the Board by providing oversight of our financial management, independent auditor and financial reporting procedures, as well as such other matters as directed by the Board or the Audit Committee Charter.

Among other things, the Audit Committee’s responsibilities include:

appointing, retaining, compensating, overseeing, evaluating, and, when appropriate, terminating our independent registered public accounting firm;
discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;
reviewing the overall audit plan with the independent registered public accounting firm and members of management responsible for preparing our financial statements;
reviewing with management its assessment of our internal control over financial reporting, disclosure controls and procedures;
monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;
overseeing our risk assessment and risk management processes;
reviewing and ratifying all related party transactions, based on the standards set forth in our Related Party Transactions Policy; and
preparing and approving the Audit Committee report required to be included in our annual proxy statement.

Compensation Committee

The members of our Compensation Committee are Dr. Peters (Chair), Dr. Pamukcu and Mr. Duey. The composition of our Compensation Committee meets the requirements for independence under the current Nasdaq listing standards and SEC rules and regulations. Each member of the Compensation Committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”).

The Compensation Committee reviews the performance and development of our management in achieving corporate goals and objectives that align with the long-term interests of the Company’s stockholders and assures that our executive officers (including our CEO) are compensated effectively in a manner consistent with our strategy, competitive practice, and stockholder interests, as well as such other matters as directed by the Board or the Compensation Committee Charter. Among other things, the Compensation Committee’s responsibilities include:

annually reviewing and recommending to the Board for approval the corporate goals and objectives applicable to the compensation of our CEO and other executive officers and evaluating at least annually our CEO’s and other executive officers’ performance in light of those goals and objectives;

25


reviewing and making recommendations to the Board with respect to director compensation;
determining and approving our CEO’s and other executive officers’ compensation level (including salary, cash and equity-based incentive awards and any personal benefits);
administering, or where appropriate, overseeing the administration of, executive and equity compensation plans and such other compensation and benefit plans that are adopted by us from time to time; and
overseeing risks and exposures associated with executive compensation plans and arrangements.

Nominating and Corporate Governance Committee

The current members of our Nominating and Corporate Governance Committee are Mr. Grissinger (Chair), Mr. Henneman, Dr. Pamukcu and Dr. Seizinger. The composition of our Nominating and Corporate Governance Committee meets the requirements for independence under the current Nasdaq listing standards and SEC rules and regulations.

The Nominating and Corporate Governance Committee identifies qualified individuals for membership on the Board, recommends to the Board the director nominees to fill vacancies on the Board, develops and recommends to the Board a set of corporate governance guidelines and provides oversight of the corporate governance affairs of the Board, as well as such other matters as directed by the Board or the Nominating and Corporate Governance Charter. Among other things, our Nominating and Corporate Governance Committee’s responsibilities include:

developing and submitting to the Board for its adoption a list of selection criteria for new directors to serve on the Board;
identifying, reviewing, and evaluating candidates, including candidates submitted by stockholders, for election to the Board and recommending to the Board (i) nominees to fill vacancies or new positions on the Board and (ii) the slate of nominees to stand for election by the Company’s stockholders at each annual meeting of stockholders;
developing, recommending, and overseeing the implementation of and monitor compliance with, our corporate governance guidelines, and periodically reviewing and recommending any necessary or appropriate changes to our corporate governance guidelines;
annually recommending to the Board (i) the assignment of directors to serve on each committee; (ii) the chairperson of each committee and (iii) the chairperson of the Board or lead independent director, as appropriate; and
periodically assessing the appropriate size and composition of the Board as a whole, the needs of the Board and the respective committees of the Board, and the qualification of director candidates in light of these needs.

The Nominating and Corporate Governance Committee is responsible for identifying individuals that the committee believes are qualified to become Board members, as described above in the section entitled “Board Structure and Composition.”

Research and Development Committee

The current members of the R&D Committee are Dr. Seizinger (Chair), Dr. Pamukcu, Dr. Gruia and Dr. Bizzari.

In September 2023, the Board established a Research and Development Committee (the “R&D Committee”). The purpose of the R&D Committee is to oversee matters relating to the Company’s scientific and technologic capabilities

26


and development programs and report to the Board of Directors regarding such matters. Among other things, the R&D Committee’s responsibilities include:

advising the Board regarding current and planned research and development programs, validating timelines, budget and key milestones;
advising the Board about the progress on the approved research and development activities;
evaluating the scientific merit of licensing and acquisition opportunities;
providing strategic advice regarding emerging science and technology issues, trends, and foreseeable opportunities; and
such other duties as the Board may from time to time prescribe.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

We take our responsibility to patients, employees, the medical community, and the communities in which we live and work very seriously. As we grow, we plan to enhance our focus on ESG considerations. While we plan to expand our ESG strategy, we have already focused on the following areas:

Diversity, Equity and Inclusion: We are committed to providing diversity in our workforce and to taking steps to support equity and inclusion for all. As of the Record Date, women represented 50% of our workforce. We are focused on providing opportunities to advance the development of diverse employees.
Environmental Impact: We are cognizant of our responsibility to our broader environment and effort to reduce our Company’s carbon footprint wherever possible, including increasing recycling effort and eliminating paper waste when possible.

FAMILY RELATIONSHIPS

There are no family relationships among any of our directors or executive officers.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2023 and as of the date of this Proxy Statement, none of the members of the Compensation Committee was or is one of our officers or employees, and none of our executive officers has served or serves on the compensation committee or board of any company that employed or employs any member of our Compensation Committee or Board.

POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS

Our Board of Directors has adopted a written related-person transaction policy setting forth the policies and procedures for the review and approval or ratification of related-person transactions. This policy covers any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which the Company was or is to be a participant, where the amount involved exceeds $120,000 and a director, executive officer, directors, executive officers or beneficial holders of more than 5% of any class of our voting securities, or any of their affiliates, had or will have a direct or indirect material interest. Our management is responsible for determining whether a transaction is a related-person transaction subject to our policy, and upon subject determination, is responsible for disclosing the material facts concerning the transaction and the related party’s interest in our transaction to our Audit Committee. In reviewing and approving any such transactions, our Audit Committee is tasked to consider all relevant facts and circumstances with respect to the transaction including, without limitation, whether the terms of the proposed transaction are at least as favorable to us as those that might be achieved with an unaffiliated third party. The Audit Committee will evaluate all available options, including ratification, revision, or termination of the transaction. All of the

27


transactions described under “Certain Relationships and Related Party Transactions” in this Proxy Statement either were approved or ratified in compliance with this policy.

STOCKHOLDER ENGAGEMENT

Graphic

Connect

Engaging with investors is fundamental to our commitment to good governance and essential to maintaining strong corporate governance practices. Throughout the year, we seek opportunities to connect with our investors to gain and share valuable insights into current and emerging global governance trends.

Collaborate

We strive for a collaborative approach to stockholder engagement and value the variety of investors’ perspectives received, which helps deepen our understanding of their interests and motivations.

Communicate

Our goal is to communicate with our stockholders through various platforms, including via our website, in print and in person at investor presentations or stockholder meetings. We view communication between our stockholders and the Board of Directors as a dialogue.

Stockholders and other interested parties may communicate with the Board of Directors by writing to the Corporate Secretary at the address below. Communications intended for a specific director or directors should be addressed to their attention to the Corporate Secretary at the address provided below. Communications received from stockholders are forwarded directly to Board members as part of the materials mailed in advance of the next scheduled Board meeting following receipt of the communications. The Board has authorized the Corporate Secretary, in his discretion, to forward communications on a more expedited basis if circumstances warrant or to exclude a communication if it is illegal, unduly hostile or threatening, or similarly inappropriate. Advertisements, solicitations for periodical or other subscriptions, and other similar communications generally will not be forwarded to the directors.

How to Communicate with our Directors

  

By mail:

Corporate Secretary, Aprea Therapeutics, Inc.

3805 Old Easton Road

Doylestown, PA 18902

28


DIRECTOR COMPENSATION

We have designed and implemented our compensation program for our non-employee directors to attract, motivate and retain individuals who are committed to our values and goals and who have the expertise and experience that we need to achieve those goals.

COMPENSATION PROGRAM

The table below depicts our 2023 compensation program for our non-employee directors and was determined after considering input from Pay Governance.

Compensation Elements – Non-Employee Director Compensation Program

Cash

    

Annual Cash Retainer

$

40,000

Lead Independent Director Retainer

$

20,000

Annual Committee Chair Retainer

Audit

$

7,500

Compensation

$

5,000

Nominating and Corporate

Governance

$

4,000

Research and Development

$

4,000

Committee Member Retainer

Audit

$

7,500

Compensation

$

6,000

Nominating and Corporate

Governance

$

4,000

Research and Development

$

4,000

Equity

Initial Equity Grant

$

185,000 (targeted value) in stock options vesting in three equal annual installments

Annual Equity Retainer

$

150,000 (targeted value) in stock options (80%) and RSUs (20%), each vesting on the first anniversary of the date of grant and granted following the annual meeting of stockholders. The Compensation Committee, in consultation with Pay Governance, makes a determination on the target dollar value for the annual equity retainer for directors for each fiscal year, but the target dollar value will not exceed $150,000.

Given the trading price of our common stock, in consultation with Pay Governance, we made a determination to calibrate the annual equity retainer for 2023 in the context of market, executive grant positioning and aggregate share usage constraints. Thus, for 2023 we did not award the full targeted value of the annual equity retainer. The approximate value of the annual equity retainer for 2023 was $7,225.

Our non-employee directors are also reimbursed for their business-related expenses incurred in connection with attendance at Board and Committee meetings and related activities. Our only employee director, Dr. Gilad, received no separate compensation for his service on the Board. Please see the 2023 Summary Compensation Table for a summary of the compensation received by Dr. Gilad as our President and Chief Executive Officer in 2023.

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2023 DIRECTOR COMPENSATION

The following table provides summary information regarding 2023 compensation to our non-employee directors.

    

Fees Earned or Paid in

    

Option Awards

    

Restricted Stock

    

Name

Cash ($) 

 

($) (1)

Awards ($) (1)

Total ($)

Jean-Pierre Bizzari, M.D.(2)

 

4,194

 

34,250

 

38,444

Marc Duey

 

46,000

 

5,400

1,825

 

53,225

Michael Grissinger

 

55,500

 

5,400

1,825

 

62,725

Gabriela Gruia, M.D.(3)

 

16,129

 

36,250

 

52,379

John B. Henneman III

 

79,000

 

5,400

1,825

 

86,225

Rifat Pamukcu, M.D.

50,000

5,400

1,825

57,225

Richard Peters, M.D., Ph.D.

 

53,930

 

5,400

1,825

 

61,155

Bernd R. Seizinger, M.D., Ph.D.

51,500

5,400

1,825

58,725

Christian S. Schade(4)

(1)Represents the aggregate grant date fair value of RSU and option awards, as applicable, determined in accordance with ASC 718. The grant date fair value for the RSU awards was calculated based on the closing stock price on the date of grant. The assumptions used in calculating the grant date fair value of the option awards are included in the Note entitled “Stock Option Plans” to the annual financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. As of December 31, 2023, the aggregate number of shares of our common stock subject to outstanding option and RSU awards for each non-employee director serving during 2023 was as follows:

    

Aggregate Number of

    

Aggregate Number of

 

Shares Underlying

 

Shares Underlying

Name

 

Option Awards

 

RSU Awards

Jean-Pierre Bizzari, M.D.

12,500

Marc Duey

2,000

500

Michael Grissinger

2,000

500

Gabriela Gruia, M.D.

12,500

John B. Henneman III

2,000

500

Rifat Pamukcu, M.D.

2,000

500

Richard Peters, M.D., Ph.D.

2,000

500

Bernd R. Seizinger, M.D., Ph.D.

2,000

500

Christian S. Schade

(2)Dr. Bizzari was appointed to our Board of Directors on August 23, 2023.
(3)Dr. Gruia was appointed to our Board of Directors on May 5, 2023.
(4)Mr. Schade stepped down as our Chief Executive Officer on July 28, 2022, at our 2022 Annual Meeting of Stockholders and subsequently stepped down as the Chairperson and as a member of the Board on August 23, 2023. Mr. Schade did not receive any compensation in connection with his service as a director in 2023.

30


INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

The Audit Committee works with our management in order to negotiate appropriate fees with EisnerAmper LLP and is ultimately responsible for approving those fees. The following is a summary and description of fees for services provided by Ernst & Young LLP, our former independent registered public accounting firm, in fiscal year 2022 and a summary and description of fees for services provided by EisnerAmper LLP in fiscal year 2023.

Service

    

2023

    

2022

Audit Fees

  

$

258,000

$

420,000

Audit-Related Fees

  

56,500

90,000

Tax Fees

  

 

 

All Other Fees

  

 

 

Total

  

$

314,500

$

510,000

Audit Fees” represent the aggregate fees for professional services rendered for the audit of our financial statements, including the review of our annual and quarterly financial statements on Form 10-K and Form 10-Q, respectively, that are customary under the standards of the Public Company Accounting Oversight Board (United States), and in connection with statutory audits.

Audit-Related Fees” primarily consist of fees related to our Registration Statements on Form S-3 and Form S-8.

Tax Fees” consist of fees related to tax compliance, tax planning and tax advice.

All Other Fees” consist of fees billed for products and services provided other than the services reported as Audit Fees, Audit-Related Fees or Tax Fees.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee is responsible for appointing, setting compensation for, and overseeing the work of the independent registered public accounting firm. The Audit Committee’s charter establishes a policy that all audit and permissible non-audit services provided by the independent registered public accounting firm will be pre-approved by the Audit Committee.

All such audit and permissible non-audit services were pre-approved in accordance with this policy during the fiscal year ended December 31, 2023. These services may include audit services, audit-related services, tax services and other services. The Audit Committee considers whether the provision of each non-audit service is compatible with maintaining the independence of our independent registered public accounting firm. The responsibility to pre-approve audit and non-audit services may be delegated by the Audit Committee to one or more members of the Audit Committee; provided that any decisions made by such member or members must be presented to the full Audit Committee at its next scheduled meeting.

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CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

As previously disclosed in a Current Report on Form 8-K filed with the SEC on April 18, 2023, on April 17, 2023, we dismissed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2023, effective immediately. The decision to dismiss Ernst & Young LLP as our independent registered public accounting firm was at the direction of and approved by the Audit Committee.

The reports of Ernst & Young LLP on our financial statements as of and for the years ended December 31, 2022, and 2021 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the years ended December 31, 2022 and 2021 and through April 18, 2023, there were no disagreements between us and Ernst & Young LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of Ernst & Young LLP, would have caused Ernst & Young LLP to make reference to the subject matter of the disagreements in connection with its reports for such fiscal years and there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

We provided Ernst & Young LLP with a copy of the disclosures regarding our decision to dismiss them reproduced in this Proxy Statement and received a letter from Ernst & Young LLP addressed to the SEC stating that it agreed with the above statements. This letter was filed as an exhibit to the Current Report on Form 8-K filed with the SEC on April 18, 2023.

On April 17, 2023, the Audit Committee approved the appointment of EisnerAmper LLP, or EisnerAmper, as our new independent registered public accounting firm for the fiscal year ending December 31, 2023. We notified EisnerAmper on April 17, 2023, that it would be engaged as our independent registered public accounting firm. During our two most recent fiscal years ended December 31, 2023, including the interim period through April 17, 2023 and 2022, neither we nor anyone on our behalf consulted with EisnerAmper regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, (ii) the type of audit opinion that might be rendered on our financial statements and, neither a written report nor oral advice was provided to us that EisnerAmper concluded was an important factor considered by us in reaching a decision as to accounting, auditing or financial reporting issues, (iii) any matter that was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions), or (iv) any “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).

It is anticipated that a representative of EisnerAmper will attend the annual meeting. Such representative will have an opportunity to make a statement, if he or she desires, and will be available to respond to appropriate questions of stockholders.

32


AUDIT COMMITTEE REPORT

ROLE OF THE AUDIT COMMITTEE

The Audit Committee operates under a written charter adopted by our Board of Directors. The Audit Committee of our Board oversees our accounting practices, system of internal controls, audit processes and financial reporting processes. Among other things, our Audit Committee is responsible for reviewing our disclosure controls and processes, and the adequacy and effectiveness of our internal controls. It also discusses the scope and results of the audit with our independent registered public accounting firm, reviews with our management and our independent registered public accounting firm our interim and year-end operating results and, as appropriate, initiates inquiries into aspects of our financial affairs. Our Audit Committee is responsible for establishing procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. In addition, our Audit Committee has sole and direct responsibility for the appointment, retention, compensation, and oversight of the work of our independent registered public accounting firm, including approving services and fee arrangements. Significant related party transactions will be approved by our Audit Committee before we enter into them.

The Audit Committee oversees our financial reporting process on behalf of the Board of Directors. Management is responsible for our internal controls, financial reporting process, selection of accounting principles, determination of estimates and compliance with laws, regulations, and ethical business conduct. Our independent registered public accounting firm is responsible for expressing an opinion as to the conformity of our consolidated financial statements with generally accepted accounting principles.

REVIEW OF AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023

The Audit Committee has reviewed and discussed with our management, Ernst & Young LLP (with respect to fiscal year 2022) and EisnerAmper (with respect to fiscal year 2023) the audited consolidated financial statements of the Company for the year ended December 31, 2023. The Audit Committee has also discussed with Ernst & Young LLP (with respect to fiscal year 2022) and EisnerAmper (with respect to fiscal year 2023) the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC regarding communications between our independent registered public accounting firm and Audit Committee.

The Audit Committee has received and reviewed the written disclosures and the letter from Ernst & Young LLP (with respect to fiscal year 2022) and EisnerAmper (with respect to fiscal year 2023) required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with Ernst & Young LLP (with respect to fiscal year 2022) and EisnerAmper (with respect to fiscal year 2023) its independence from us.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our annual report on Form 10-K for the year ended December 31, 2023, for filing with the Securities and Exchange Commission.

Submitted by the Audit Committee of the Board of Directors:

John B. Henneman III (Chair)

Michael Grissinger

Bernd R. Seizinger, M.D., Ph.D.

33


ITEMS TO BE VOTED ON

PROPOSAL 1: ELECTION OF THREE CLASS II DIRECTORS FOR THREE-YEAR TERMS EXPIRING IN 2027

At the Annual Meeting, our stockholders will vote on the election of three Class II director nominees, Michael Grissinger, Gabriela Gruia, M.D. and Rifat Pamukcu M.D., each to serve until our 2027 Annual Meeting of Stockholders. Each director will hold office until his or her successor is elected and qualified or until the director’s earlier death, resignation, or removal. Please refer to the disclosure under “Board of Directors” for more information regarding our nominees.

Each of the nominees has agreed to be named and to serve, and we expect each nominee to be able to serve if elected. If any nominee is unable to serve, the Nominating and Corporate Governance Committee of our Board will recommend to our Board a replacement nominee. The Board may then designate the other nominee(s) to stand for election. If you vote for the director nominee who becomes unable to serve, your vote will be cast for his or her replacement.

OUR BOARD UNANIMOUSLY RECOMMENDS STOCKHOLDERS VOTE FOR THE ELECTION OF MICHAEL GRISSINGER, GABRIELA GRUIA, M.D.AND RIFAT PAUKCU, M.D.,

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF EISNERAMPER LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2024

The Audit Committee of the Board of Directors has appointed and engaged EisnerAmper LLP to serve as our independent registered public accounting firm to audit the consolidated financial statements of the Company and its subsidiaries for fiscal year 2024, and to perform audit-related services.

Stockholders are hereby asked to ratify the Audit Committee’s appointment of EisnerAmper LLP as our independent registered public accounting firm for fiscal year 2024.

The Audit Committee is solely responsible for selecting our independent auditors. Although stockholder ratification of the appointment of EisnerAmper LLP to serve as our independent registered public accounting firm is not required by law or our organizational documents, the Board has determined that it is desirable to seek stockholder ratification as a matter of good corporate governance in view of the critical role played by independent registered public accounting firms in maintaining the integrity of financial controls and reporting. If the stockholders do not ratify the appointment of EisnerAmper LLP, the Audit Committee will reconsider its selection and whether to engage an alternative independent registered public accounting firm.

Representatives of EisnerAmper LLP are expected to attend the virtual Annual Meeting where they will be available to respond to appropriate questions and, if they so desire, to make a statement.

THE BOARD AND THE AUDIT COMMITTEE UNANIMOUSLY RECOMMEND A VOTE FOR THE RATIFICATION OF EISNERAMPER LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.

34


INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following table sets forth the name, age, and position of each of our executive officers as of the date of this Proxy Statement:

Name

 

Position

Age

Oren Gilad, Ph.D.

 

President and Chief Executive Officer

 

56

John P. Hamill

 

Senior Vice President, Chief Financial Officer and Secretary

 

60

For biographical information for Oren Gilad, Ph.D., see “Board of Directors – Continuing Directors.”

John P. Hamill has served as our Senior Vice President, Chief Financial Officer and Secretary since January 2023. From June 2020 to January 2023, Mr. Hamill served as Senior Vice President and Chief Financial Officer of Windtree Therapeutics, Inc., a biopharmaceutical company focused on the development of novel therapeutics intended to address significant unmet medical needs in important acute care markets. Mr. Hamill maintained a consulting practice offering financial and chief financial officer services from September 2019 to June 2020. From August 2018 to August 2019, he served as the Vice President of Finance and Chief Financial Officer of Trevena, Inc., a biopharmaceutical company focused on the development and commercialization of novel medicines for patients with central nervous system disorders. From June 2017 through July 2018, Mr. Hamill maintained a consulting practice offering chief financial officer services such as, amongst other things, raising capital and budgeting. From January 2014 through March 2016, Mr. Hamill was Chief Financial Officer and from April 2016 through May 2017 Chief Executive Officer and Chief Financial Officer for NephroGenex, Inc. Mr. Hamill earned his B.S. with a dual major in Accounting/Business and Computer Science from DeSales University. Mr. Hamill is a Certified Public Accountant and is a member of the Pennsylvania Institute of Certified Public Accountants and the American Institute of Certified Public Accountants.

35


EXECUTIVE COMPENSATION

As an “emerging growth company” and “smaller reporting company,” we have opted to comply with the reduced executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act. This section provides an overview of the compensation awarded to, earned by, or paid to each individual who served as our principal executive officer during 2023, up to two of our most highly compensated executive officers other than our principal executive officer in respect of their service to our Company for 2023, and up to two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as one of our executive officers at the end of 2023. We refer to these individuals as our named executive officers. Our named executive officers for 2023 are:

Oren Gilad, Ph.D., our current President and Chief Executive Officer;
John P. Hamill, our current Senior Vice President, Chief Financial Officer and Secretary; and
Scott M. Coiante, our former Senior Vice President, Chief Financial Officer who served in such roles until January 30, 2023.

Overview

Our executive compensation program is designed to attract, retain and reward key employees who contribute to our long-term success, to incentivize them to achieve key performance goals, align executive compensation with our business objectives and the interests of our stockholders. The Compensation Committee is generally responsible for determining the compensation of our executive officers. For 2023, the material elements of our executive compensation program were base salary, annual cash bonuses and equity-based compensation in the form of stock options and restricted stock units (“RSUs”).

Compensation-Setting Process

In setting compensation for 2023, our Compensation Committee worked closely with members of our management, including our CEO, and engaged an independent compensation consultant, Pay Governance, to advise it. Pay Governance reports directly to the Compensation Committee and provides various executive compensation services to the Compensation Committee, including advising the Compensation Committee on the principal aspects of our executive compensation program and evolving industry practices and providing market information and analysis regarding the competitiveness of our program design and our award values in relation to performance. Upon request by the Compensation Committee, a representative of Pay Governance attends Compensation Committee meetings.

Prior to providing the Company any services, the Compensation Committee assessed the independence of Pay Governance and determined that the work performed by Pay Governance for the Compensation Committee did not raise any conflicts of interest. Therefore, Pay Governance was independent pursuant to the independence standards under Nasdaq and SEC rules and the Compensation Committee.

Our CEO annually reviews the performance of each of the other executive officers, including the other named executive officers. Our CEO then recommends annual merit salary adjustments and any changes in annual or long-term incentive opportunities for other executives. The Compensation Committee considers our CEO’s recommendations in addition to data and recommendations presented by Pay Governance.

36


SUMMARY COMPENSATION TABLE

The below table sets forth information concerning the compensation of our named executive officers during the fiscal years ended December 31, 2023, and December 31, 2022. In accordance with the rules promulgated by the SEC, certain columns relating to information that is not applicable have been omitted from this table.

    

    

    

    

Non-Equity

    

    

Incentive

Name and

Plan

All Other

Principal

Bonus

Stock

Option Awards

Compensation

Compensation

Position 

    

Year

    

Salary ($)

    

($)

    

Awards ($) (1)

    

($)(1)

    

($)(2)

    

($)(3)

    

Total ($)

Oren Gilad, Ph.D.

 

2023

550,000

20,320

60,160

246,950

877,430

President and Chief Executive Officer

 

2022

323,585

110,417

121,934

197,252

753,188

John P. Hamill(4)

 

2023

387,917

133,851

197,275

189,340

908,383

Chief Financial Officer

 

Scott M. Coiante(5)

 

2023

100,000

300,000

400,000

Former Chief Financial Officer

 

2022

400,000

144,350

325,968

160,000

1,030,318

(1)Represents the aggregate grant date fair value of RSU and option awards, as applicable, determined in accordance with the Financial Accounting Standards Board Accounting Standards, Codification Topic 718, Compensation - Stock Compensation, or ASC 718. The grant date fair value for the RSU awards was calculated based on the closing stock price on the date of grant. The assumptions used in calculating the grant date fair value of the option awards are included in the Note entitled “Stock Option Plans” to the Annual Financial Statements included in our Annual Report on Form 10 K for the year ended December 31, 2023.
(2)The amounts in this column represent annual performance cash bonuses earned in the applicable year.
(3)The amounts in this column represent severance payments made in the applicable year.
(4)Effective January 30, 2023, John P. Hamill began employment with the Company as our Senior Vice President, Chief Financial Officer and Secretary.
(5)Mr. Coiante ceased serving as our Senior Vice President, Chief Financial Officer and Secretary on January 30, 2023, but remained employed with us through March 31, 2023, to ensure a smooth transition of his duties and responsibilities.

Narrative to Summary Compensation Table

Base Salary

Base salaries are intended to provide a level of compensation sufficient to attract and retain an effective management team, when considered in combination with the other components of our executive compensation program. The relative levels of base salary for our named executive officers are designed to reflect each executive officer’s scope of responsibility and accountability with us. Pursuant to the terms of their respective employment agreements, the base salary amounts for our named executive officers during 2023 were as follows:

Dr. Gilad

    

$

550,000

Mr. Hamill

    

$

420,000

Mr. Coiante

$

400,000

Dr. Gilad and Mr. Hamill received base salary increases of 10.0% and 0.0%, respectively, reflecting market-based increases. Mr. Coiante did not receive a base salary increase in 2023 as he ceased employment with us on March 31, 2023. Please see the “Salary” column of the 2023 Summary Compensation Table above for actual amounts paid in 2023.

37


Non-Equity Incentive Plan Compensation

Each of our named executive officers are eligible to receive an annual performance cash bonus based on the achievement of pre-established corporate and individual objectives as determined by our Board and our Compensation Committee, in consultation with the Pay Governance and upon review of the recommendations of our CEO for our other named executive officers. For 2023, the corporate performance goals related to completion of certain clinical development goals with regard to ongoing clinical programs, completion of certain preclinical activities, certain research goals related to non-clinical development programs, and completion of certain corporate business and investor relations goals. At the beginning of the performance year, each officer is assigned a target bonus expressed as a percentage of his base salary. Actual bonus payments may be higher or lower than the target bonus amount, as determined by our Board or Compensation Committee, based on the achievement of the pre-established corporate and individual objectives. The target bonus potential, as a percentage of base salary, in 2023 for Dr. Gilad, Mr. Hamill and Mr. Coiante were 50%, 40%, and 40% respectively.

In determining the amount of the annual cash bonuses, our Compensation Committee determines the level of achievement of the corporate goals and individual goals for each year. In determining the level of achievement for our named executive officers other than the CEO, our Compensation Committee also reviews and considers the recommendations of our CEO. These achievement levels are used to determine each named executive officer’s bonus.

On January 24, 2024, the Compensation Committee determined the level of achievement of goals and approved final bonus amounts payable to the named executive officers. Actual bonus amounts paid are reflected in the “Non-Equity Incentive Plan Compensation” column of the 2023 Summary Compensation Table above. Given Mr. Coiante’s termination of employment, he did not receive a 2023 performance bonus.

Equity Compensation

We have historically awarded equity compensation to our named executive officers based on their performance in the form of time-vesting stock options. Generally, grants of equity awards are made on the basis of level of responsibility, continued service to the Company and performance. The equity awards are subject to time-based vesting, contingent upon the named executive officer’s continued employment with the Company, with vesting subject to acceleration in limited circumstances as further explained below. The Compensation Committee determines equity awards after considering Company and individual performance and information and recommendations provided by Pay Governance. With respect to our named executive officers other than our CEO, the Compensation Committee also considers the recommendations of our CEO when determining grant levels. During 2023, Dr. Gilad and Mr. Hamill, received incentive equity grants in the form of RSUs and stock options under our 2019 Stock Incentive Plan. Due to Mr. Coiante’s termination of employment, he was not granted any equity awards in 2023.

Our stock option awards have a maximum term of 10 years and typically vest over a four-year period subject to the continued service of the employee through the applicable vesting date, with 25% of the stock options vesting on the first anniversary of the grant date and the remaining 75% of the stock options vesting ratably over the remaining 36 months. The Compensation Committee believes these vesting arrangements encouraged our named executive officers to continue service with us for a longer period of time and remain focused on our multi-year long-term drug development and commercialization programs.

The Compensation Committee, also awards RSUs to certain named executive officers and directors. Generally, RSU’s granted to directors vest on the first anniversary of the grant date and RSU’s granted to the named executive officers and certain other executives vest on the first, second, and third anniversaries of the date of grant. There were no repricings or cancellations of any of our named executive officers’ outstanding equity awards during 2022 or 2023. In addition, we did not engage in modifications to any of our named executive officers’ outstanding equity awards during 2022 or 2023.

Employee Benefits

Other than our 401(k) plan described below, the named executive officers are eligible to participate in employee benefits and insurance programs generally made available to full-time officers of the Company. We currently provide broad-

38


based health and welfare benefits that are available to our full-time employees, including our currently employed named executive officers, including health, life, disability, vision, and dental insurance.

We do not provide any perquisites to our named executive officers. Because no perquisite was paid to any named executive officer, perquisites are not quantified in the “Summary Compensation Table” and “All Other Compensation” column above.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table summarizes the number of shares of common stock underlying outstanding option awards and the number of shares of common stock underlying outstanding RSU awards for each named executive officer as of December 31, 2023. As of December 31, 2023, none of our named executive officers held any other outstanding equity awards with respect to the Company.

  

Option Awards 

Stock Awards

    

    

    

    

    

Number of

Market Value

Number of

Number of

Shares or

of Shares or

Securities

Securities

Units of

    

Units of

Underlying

Underlying

Option

    

Stock That

Stock That

Unexercised

Unexercised

Exercise

Option

Have Not

Have Not

Grant

Options (#)

Options (#)

Price

Expiration

Vested

Vested

Name

Date

 

Exercisable (1)

 

Unexercisable (1)

($)

Date

(#)

($) (2)

Oren Gilad, Ph.D.

05/30/2018

2,557

 

 

8.80

 

5/29/2028

07/28/2022

2,633

 

4,802

 

21.80

(3)

7/27/2032

5,065

(4)

23,805.50

03/09/2023

16,000

5.08

(3)

3/8/2033

4,000

(4)

18,800.00

John P. Hamill

 

01/30/2023

 

 

26,987

 

9.92

(3)

1/29/2033

13,493

(4)

63,417.10

Scott M. Coiante

 

08/05/2019

 

9,326

 

 

219.01

 

9/30/2026

 

10/02/2019

 

7,541

 

 

300.00

 

10/01/2029  

03/24/2020

2,750

 

710.00

3/23/2030

2/25/2021

7,150

120.00

2/24/2031

3/10/2022

9,295

36.40

3/9/2032

(1)Twenty-five percent of these options vested or are scheduled to vest on the one-year anniversary of the grant date, with the remaining options scheduled to vest in equal monthly installments over the remaining 36 months, subject to the named executive officer’s continued service through the applicable vesting date.
(2)The amounts in this column are determined by multiplying (i) the number of RSUs shown in the previous column by (ii) $4.70 (the closing price of the Company’s common stock on December 29, 2023).
(3)These options are subject to accelerated vesting in the event the executive’s employment is terminated by us without “cause” or by the executive due to “good reason” within 12 months following a change in control.
(4)These RSUs are scheduled to vest in one-third annual increments on each anniversary of the grant date, subject to the named executive officer’s continued service through the applicable vesting date. These RSUs were subject to accelerated vesting in full upon death, disability or a change in control of the Company and pro-rata vesting for a termination without cause prior to the one-year anniversary of the grant date with respect to the portion of the RSU that was scheduled to vest on the one-year anniversary of the grant date.

Potential Payments Upon Termination or Change in Control

As of December 31, 2023, we were party to employment agreements with Dr. Gilad and Mr. Hamill. These agreements set forth the initial terms and conditions of each executive’s employment with us, including base salary, target annual bonus opportunity and standard employee benefit plan participation. The Compensation Committee determined the terms of the employment agreements after considering the input of the Compensation Committee’s independent consultant and the Company’s historical practices. Except as noted below, these employment agreements provided for

39


“at will” employment. The terms “cause,” “good reason” and “change in control” referred to below are defined in each named executive officer’s employment agreement. The following summary describes the employment agreements as in effect as of December 31, 2023. The employment agreements also provide for a Section 280G “better-of provision” such that payments or benefits that each or our named executive officers receives in connection with a change in control will be reduced to the extent necessary to avoid the imposition of any excise tax under Sections 280G and 4999 of the Code if such reduction would result in greater after-tax payment amount for such named executive officer.

Oren Gilad, Ph.D.

We entered into an employment agreement with Dr. Gilad which became effective in May 2022. Dr. Gilad’s employment agreement provides for “at will” employment, a base salary of $500,000 per year, an annual target bonus opportunity equal to 50% of his base salary, and participation in Aprea’s long-term equity incentive program. Under the terms of Dr. Gilad’s employment agreement, in the event that he is terminated by us without “cause” or he terminates his employment for “good reason,” he will be entitled to receive, upon execution and effectiveness of a release of claims, (i) continued payment of his then-current base salary for a period of 12 months following termination, (ii) an annual bonus for the year of termination equal to his target annual bonus opportunity and prorated based on the number of days in the calendar year that have elapsed prior to the date of termination, and (iii) a direct payment by us of the medical, vision and dental coverage premiums due to maintain any COBRA coverage for which he and his dependents are eligible and for which he has appropriately elected through the earlier of (x) 12 months following termination and (y) the date he becomes employed by another entity or individual. Upon a termination without “cause” or due to “good reason,” during the 12-month period following a “change of control,” Dr. Gilad is entitled to 18 months of continued base salary and reimbursement for COBRA coverage premiums rather than 12 months.

If we terminate Dr. Gilad with cause, he resigns without good reason or he terminates due to death or disability, then he will not be entitled to receive severance benefits.

Under the employment agreement, Dr. Gilad is prohibited from disclosing our confidential information and is subject to non-competition and non-solicitation restrictive covenants for 12 months post-termination.

John P. Hamill

We entered into an employment agreement with Mr. Hamill which became effective on January 30, 2023. Mr. Hamill’s employment agreement provides for “at will” employment, a base salary of $420,000 per year, an annual target bonus opportunity equal to 40% of his base salary, and participation in Aprea’s long-term equity incentive program. Under the terms of Mr. Hamill’s employment agreement, in the event that he is terminated by us without “cause” or he terminates his employment for “good reason,” he will be entitled to receive, upon execution and effectiveness of a release of claims, (i) continued payment of his then-current base salary for a period of 9 months following termination, (ii) an annual bonus for the year of termination equal to his target annual bonus opportunity and prorated based on the number of days in the calendar year that have elapsed prior to the date of termination, and (iii) a direct payment by us of the medical, vision and dental coverage premiums due to maintain any COBRA coverage for which he and his dependents are eligible and for which he has appropriately elected through the earlier of (x) 9 months following termination and (y) the date he becomes employed by another entity or individual. Upon a termination without “cause” or due to “good reason,” during the 12-month period following a “change of control,” Mr. Hamill is entitled to 12 months of reimbursement for COBRA coverage premiums rather than 9 months and all unvested equity grants shall immediately accelerate and become fully vested.

If we terminate Mr. Hamill with cause, he resigns without good reason or he terminates due to death or disability, then he will not be entitled to receive severance benefits.

40


Under the employment agreement, Mr. Hamill is prohibited from disclosing our confidential information and is subject to non-competition and non-solicitation restrictive covenants for 12 months post-termination.

Scott M. Coiante

We entered into an employment agreement with Mr. Coiante which was effective in October 2019 in connection with the closing of the IPO. Mr. Coiante’s employment agreement provided for “at will” employment, a base salary of $350,000 per year, an annual target bonus opportunity equal to 40% of his base salary, and participation in Aprea’s long-term equity incentive program.

Under the employment agreement, Mr. Coiante is prohibited from disclosing our confidential information and is subject to non-competition and non-solicitation restrictive covenants for 12 months post-termination.

Mr. Coiante was no longer employed with the us as of March 31, 2023 and in exchange for a general release of claims in favor of us, Mr. Coiante received: (i) 12 months of his annual base salary over the twelve-month period following March 31, 2023, and (ii) a monthly payment equal to the monthly employer contribution that we would have made to provide health insurance to Mr. Coiante if Mr. Coiante had remained employed with us until the earliest of (A) the twelve (12) month anniversary of March 31, 2023; (B) the date that Mr. Coiante becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of Mr. Coiante’s health continuation rights under COBRA.

EQUITY AWARDS

The option award agreements provided for accelerated vesting in the event of certain qualifying termination events. For option awards granted prior to October 2019, unvested options were scheduled to accelerate in the event the executive’s employment was terminated by us without “cause” or by him due to “good reason” within 12 months following a change in control. Option awards granted in October 2019 and thereafter were scheduled to accelerate in full upon death, disability or a change in control of the Company and were scheduled to accelerate on a pro-rata basis for a termination without cause prior to the one-year anniversary of the grant date with respect to the portion of the option that was scheduled to vest on the one-year anniversary of the grant date. In the event of a change in control, the options granted in October 2019 and thereafter were scheduled to be cashed out based on the difference between the fair market value in the change in control and the exercise price.

The RSU awards granted as part of the annual equity award program were scheduled to vest in full upon death, disability or a change in control of the Company and were scheduled to vest on a pro-rata basis for a termination without cause prior to the one-year anniversary of the grant date with respect to the portion of the option that was scheduled to vest on the one-year anniversary of the grant date.

41


RETIREMENT PLAN

We maintain a 401(k) retirement savings plan for the benefit of our employees, including our named executive officers, who satisfy certain eligibility requirements. Under the 401(k) plan, eligible employees may elect to defer a portion of their compensation, within the limits prescribed by the Code, on a pre-tax or after-tax (Roth) basis, through contributions to the 401(k) Plan. The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Code. As a tax-qualified retirement plan, pre-tax contributions to the 401(k) plan and earnings on those pre-tax contributions are not taxable to the employees until distributed from the 401(k) plan, and earnings on Roth contributions are not taxable when distributed from the 401(k) plan. The 401(k) plan authorizes employer discretionary match contributions. No employer match contributions were made during 2023. Other than the 401(k) plan, we do not provide any qualified or non-qualified retirement or deferred compensation benefits to our employees, including our named executive officers.

EQUITY COMPENSATION PLAN INFORMATION

The following sets forth information regarding our equity plans as of December 31, 2023:

 

Number of

Weighted Average

Number of Securities

Securities to be Issued Upon

 

Exercise Price of

Remaining Available

Exercise of Outstanding

Outstanding Options,

for Future Issuance

Options,

Warrants and

Under Equity

Plan Category

    

Warrants and Rights

    

Rights

    

Compensation Plans

Equity Compensation Plans Approved by Security Holders

 

620,336

(1)

$

72.95

 

61,637

Equity Compensation Plans Not Approved by Security Holders

 

 

 

Total

 

620,336

$

72.95

 

61,637

(1)Includes shares issuable pursuant to outstanding stock options (432,733) and outstanding RSUs (23,870) under our 2019 Stock Incentive Plan, as well as, 163,733 shares issuable pursuant to outstanding stock options under the Atrin Pharmaceuticals LLC 2016 Amended and Restated Equity Compensation Plan which we assumed in connection with that certain Agreement and Plan of Merger, dated as of May 16, 2022 by and among us, ATR Merger Sub I Inc., ATR Merger Sub II LLC, and Atrin Pharmaceuticals, Inc.

42


CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Other than the employment agreements with our named executive officers and other payments made to our named executive officers, all as described above under the section entitled ‘‘Executive Compensation,’’ compensation paid to directors as described above in the section titled ‘‘Director Compensation,’’ and the transaction described below, there were no transactions since January 1, 2023 or any currently proposed transactions, to which we have been a participant, in which:

the amounts exceeded or will exceed the lesser of $120,000 and 1% of the average of Aprea’s total assets at year-end for the fiscal years ended December 31, 2023, and 2022; and
any of the directors, executive officers or holders of more than 5% of the respective capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

In April 2023, we entered into a purchase agreement with TellBio Inc. for the acquisition of certain equipment and consumables for the detection and/or analysis of circulating tumor cells. Richard Peters, MD, Ph.D., one of our directors, is the Executive Chairman of TellBio Inc. We expect to make payments to TellBio Inc. in excess of $120,000. Our Audit Committee was made aware of and approved this transaction.

Our Audit Committee is charged with the responsibility of reviewing and approving all related person transactions (as defined in SEC regulations), and periodically reassessing any related person transaction entered into by us to ensure continued appropriateness. This responsibility is set forth in our Audit Committee charter. A related party transaction will only be approved if the members of the Audit Committee determine that the transaction is in our best interests. If a director is involved in the transaction, he or she will recuse himself or herself from all decisions regarding the transaction. In addition, the Audit Committee will review these transactions under our Code of Conduct, which governs conflicts of interests, among other matters, and is applicable to our employees, officers and directors.

43


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of common stock as of April 23, 2024, the Record Date, by (a) each person known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, (b) each named executive officer identified in the Summary Compensation Table above, (c) each director and nominee for director, and (d) all executive officers and directors as a group.

The percentage of common stock outstanding is based on 5,430,215 shares of our common stock outstanding as of the Record Date. For purposes of the table below, and in accordance with the rules of the SEC, we deem shares of common stock subject to options that are currently exercisable or exercisable within sixty days of the Record Date to be outstanding and to be beneficially owned by the person holding the options for the purpose of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person. Except as otherwise noted, each of the persons or entities in this table has sole voting and investing power with respect to all of the shares of common stock beneficially owned by them, subject to community property laws, where applicable.

Shares Beneficially Owned

 

Name of Beneficial Owner

    

Number of Shares

    

Percentage

 

5% or Greater Stockholders

Sphera(1)

1,371,740

21.0

%

AIGH Capital Management, LLC(2)

911,712

15.7

%

Altium Growth Fund, LP(3)

435,684

7.7

%

Nantahala Capital Partners(4)

411,520

7.3

%

Dellora Investments LP(5)

411,520

7.3

%

Sio Capital Management, LLC(6)

280,000

5.2

%

Oren Gilad, Ph.D.(7)

 

333,490

 

6.1

%

Named Executive Officers and Directors

Oren Gilad, Ph.D.(7)

 

333,490

 

6.1

%

John P. Hamill (8)

16,512

  

*

Scott M. Coiante (9)

 

40,275

 

*

Marc Duey (10)

213,315

 

*

Michael Grissinger (11)

5,408

*

Gabriela Gruia, M.D.(12)

 

6,770

 

*

John B. Henneman III (13)

 

18,314

  

*

Rifat Pamukcu, M.D. (14)

32,090

 

*

Richard Peters, M.D., Ph.D. (15)

3,494

*

Bernd R. Seizinger, M.D., Ph.D. (16)

42,940

*

  

All executive officers and directors as a group (10 persons)(17)

712,608.

12.8

%

*

Less than 1%

(1)Share ownership information is based on the private placement we consummated pursuant to that certain securities purchase agreement by and among us and certain investors which closed on March 13, 2024 (the “Private Placement”). Sphera Biotech Master Fund LP holds (i) 216,000 shares of common stock (ii) pre-funded warrants to purchase 332,696 shares of common stock, (iii) Tranche A common stock purchase warrants to purchase 274,348 shares of common stock, and (iv) Tranche B common stock purchase warrants to purchase 274,348 shares of common stock. Sphera Global Healthcare Master Fund holds (i) 54,000 shares of common stock, (ii) pre-funded warrants to purchase 83,174 shares of common stock, (iii) Tranche A common stock purchase warrants to purchase 68,587 shares of common stock, and (iv) Tranche B common stock purchase warrants to purchase 68,587 shares of

44


common stock. Sphera Biotech GP LP (the “General Partner”) is the general partner of Sphera Biotech Master Fund LP. Sphera Global Healthcare Management LP is the general partner of the General Partner and acts as the Investment Manager for Sphera Biotech Master Fund and holds voting and investment power over the shares held by Sphera Biotech Master Fund. Accordingly, Sphera Global Healthcare Management LP may be deemed to have beneficial ownership of the shares held by Sphera Biotech Master Fund LP. Sphera Global Healthcare Management LP disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. Sphera Global Healthcare Management LP acts as the Investment Manager for Sphera Global Healthcare Master Fund and holds voting and investment power over the shares held by Sphera Global Healthcare Master Fund. Accordingly, Sphera Global Healthcare Management LP may be deemed to have beneficial ownership of the shares held by Sphera Global Healthcare Master Fund LP. Sphera Global Healthcare Management LP disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. The address of Sphera Biotech Master Fund LP and Sphera Global Healthcare Master Fund LP is 4 Yitzhak Sadeh, Entrance A, 29th Floor, Tel Aviv 6777520, Israel.
(2)Share ownership information is based on a Schedule 13G/A filed by AIGH Capital Management, LLC and affiliates on February 7, 2024, reporting ownership as of December 31, 2023 and the Private Placement. Such Schedule 13G reported that each of AIGH Capital Management, LLC, AIGH Investment Partners, L.L.C., and Mr. Orin Hirschman (the “AIGH Persons”) holds shared voting and dispositive power over 349,300 shares in the aggregate. Additionally, AIGH Investment Partners, LP holds (i) 119,928 shares of common stock, (ii) pre-funded warrants to purchase 91,206 shares of common stock, (iii) Tranche A common stock purchase warrants to purchase 105,567 shares of common stock, and (iv) Tranche B common stock purchase warrants to purchase 105,567 shares of common stock. AIGH Capital Management, LLC serves as an advisor or sub-advisor with respect to shares securities held by AIGH Investment Partners, LP. Orin Hirschman is the Managing Member of AIGH Capital Management, LLC. WVP Emerging Manager Onshore Fund, LLC — Optimized Equity Series holds (i) 15,916 shares of common stock, (ii) Tranche A common stock purchase warrants to purchase 7,958 shares of common stock, and (iii) Tranche B common stock purchase warrants to purchase 7,958 shares of common stock. AIGH Capital Management, LLC serves as an advisor or sub-advisor with respect to shares securities held by WVP Emerging Manager Onshore Fund, LLC — Optimized Equity Series. Orin Hirschman is the Managing Member of AIGH Capital Management, LLC. WVP Emerging Manager Onshore Fund, LLC — AIGH Series holds (i) 54,156 shares of common stock, (ii) Tranche A common stock purchase warrants to purchase 27,078 shares of common stock, and (iii) Tranche B common stock purchase warrants to purchase 27,078 shares of common stock. AIGH Capital Management, LLC serves as an advisor or subadvisor with respect to shares securities held by WVP Emerging Manager Onshore Fund, LLC —AIGH Series. Orin Hirschman is the Managing Member of AIGH Capital Management, LLC. The principal place of business of AIGH Investment Partners, LP, WVP Emerging Manager Onshore Fund, LLC — Optimized Equity Series and WVP Emerging Manager Onshore Fund, LLC — AIGH Series is 6006 Berkeley Avenue, Baltimore, MD 21209.
(3)Share ownership information is based on the Private Placement. Altium Growth Fund, LP holds (i) 217,842 shares of common stock, (ii) Tranche A common stock purchase warrants to purchase 108,921 shares of common stock, and (iii) Tranche B common stock purchase warrants to purchase 108,921 shares of common stock. Altium Capital Management, LP, the investment manager of Altium Growth Fund, LP, has voting and investment power over these securities. Jacob Gottlieb is the managing member of Altium Capital Growth GP, LLC, which is the general partner of Altium Growth Fund, LP. Each of Altium Growth Fund, LP and Jacob Gottlieb disclaims beneficial ownership over these securities. The principal address of Altium Capital Management, LP is 152 West 57th Street, 20th Floor, New York, NY 10019.
(4)Share ownership information is based on the Private Placement. Nantahala Capital Partners Limited Partnership holds (i) 42,530 shares of common stock, (ii) Tranche A common stock purchase warrants to purchase 21,265 shares of common stock, and (iii) Tranche B common stock purchase warrants to purchase 21,265 shares of common stock. Nantahala Capital Management, LLC is a Registered Investment Adviser and has been delegated the legal power to vote and/or direct the disposition of such securities on behalf of the selling stockholder as a General Partner, Investment Manager, or Sub-Advisor and would be considered the beneficial owner of such securities. The above shall not be deemed to be an admission by the record owners or the selling stockholder that they are themselves beneficial owners of these securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as

45


amended, or the Exchange Act, or any other purpose. Wilmot Harkey and Daniel Mack are managing members of Nantahala Capital Management, LLC and may be deemed to have voting and dispositive power over the shares held by the selling stockholder. NCP RFM LP holds (i) 36,160 shares of common stock, (ii) Tranche A common stock purchase warrants to purchase 18,080 shares of common stock, and (iii) Tranche B common stock purchase warrants to purchase 18,080 shares of common stock. Nantahala Capital Management, LLC is a Registered Investment Adviser and has been delegated the legal power to vote and/or direct the disposition of such securities on behalf of the selling stockholder as a General Partner, Investment Manager, or Sub-Advisor and would be considered the beneficial owner of such securities. The above shall not be deemed to be an admission by the record owners or the selling stockholder that they are themselves beneficial owners of these securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or any other purpose. Wilmot Harkey and Daniel Mack are managing members of Nantahala Capital Management, LLC and may be deemed to have voting and dispositive power over the shares held by the selling stockholder. The principal business address for Nantahala Capital Partners Limited Partnership and NCP RFM LP is 130 Main St. 2nd Floor, New Canaan, CT 06840. Blackwell Partners LLC — Series A holds (i) 127,070 shares of common stock, (ii) Tranche A common stock purchase warrants to purchase 63,535 shares of common stock, and (iii) Tranche B common stock purchase warrants to purchase 63,535 shares of common stock. Nantahala Capital Management, LLC is a Registered Investment Adviser and has been delegated the legal power to vote and/or direct the disposition of such securities on behalf of the selling stockholder as a General Partner, Investment Manager, or Sub-Advisor and would be considered the beneficial owner of such securities. The above shall not be deemed to be an admission by the record owners or the selling stockholder that they are themselves beneficial owners of these securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or any other purpose. Wilmot Harkey and Daniel Mack are managing members of Nantahala Capital Management, LLC and may be deemed to have voting and dispositive power over the shares held by the selling stockholder. The principal business address for Blackwell Partners LLC — Series A is 280 South Mangum Street, Suite 210, Durham, NC 27701
(5)Share ownership information is based on the Private Placement. Dellora Investments LP holds (i) 205,760 shares of common stock, (ii) Tranche A common stock purchase warrants to purchase 102,880 shares of common stock, and (iii) Tranche B common stock purchase warrants to purchase 102,880 shares of common stock. Kevin Pyun, Managing Partner of Dellora Investments LP has voting and investment power over the shares held by Dellora Investments LP. The business address of each of Dellora Investments LP and Kevin Pyun is 283 Greenwich Ave., 3 Floor, Greenwich, CT 06830.
(6)Share ownership information is based on a Schedule 13G filed by Sio Capital Management, LLC on February 14, 2024, reporting ownership as of December 31, 2023. Sio Capital Management, LLC has a business address at 600 Third Avenue, 2nd Floor, New York, New York 10016.
(7)Consists of (i) 318,726 shares of common stock, held by Dr. Gilad, (ii) 1,800 shares common stock held by Dr. Gilad’s adult children, (iii) 10,964 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of the Record Date, (iv) Tranche A common stock purchase warrants to purchase 1,000 shares of common stock, and (v) Tranche B common stock purchase warrants to purchase 1,000 shares of common stock. Dr. Gilad disclaims beneficial ownership of the shares held by his adult children.
(8)Consists of (i) 6,507 shares of common stock, held by Mr. Hamill, (ii) 8,995 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of the Record Date, (iii) Tranche A common stock purchase warrants to purchase 505 shares of common stock, and (iv) Tranche B common stock purchase warrants to purchase 505 shares of common stock.
(9)Consists of (i) 4,213 shares of common stock held by Mr. Coiante, and (ii) 36,062 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of the Record Date.
(10)Consists of (i) 208,378 shares of common stock held by Mr. Duey, (ii) 602 shares of common stock held by Mr. Duey’s wife, (iii) 300 shares of common stock held by Mr. Duey’s adult child, and (iv) 4,035 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of the Record Date. Mr. Duey disclaims beneficial ownership of the shares held by his adult child.

46


(11)Consists of (i) 299 shares of common stock held by Mr. Grissinger, and (ii) 5,109 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of the Record Date.
(12)Dr. Gruia was appointed to our Board of Directors on May 5, 2023. Consists of 6,770 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of the Record Date.
(13)Consists of (i) 7,639 shares of common stock held by Mr. Henneman, (ii) 3,815 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of the Record Date, (iii) Tranche A common stock purchase warrants to purchase 3,430 shares of common stock, and (iv) Tranche B common stock purchase warrants to purchase 3,430 shares of common stock.
(14)Consists of (i) 2,856 shares of common stock held by Dr. Pamukcu, (ii) 14,108 shares of common stock held by ZNZ Holdings LLC, of which Dr. Pamukcu serves as Managing Partner, and (iii) 15,126 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of the Record Date.
(15)Consists of (i) 529 shares of common stock held by Dr. Peters, and (ii) 2,965 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of the Record Date.
(16)Consists of (i) 33,185 shares of common stock held by Dr. Seizinger, (ii) 2,895 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of the Record Date, (iii) Tranche A common stock purchase warrants to purchase 3,430 shares of common stock, and (iv) Tranche B common stock purchase warrants to purchase 3,430 shares of common stock.
(17)Consists of shares and stock options described in the applicable notes above.

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OTHER INFORMATION

OTHER MATTERS

The Annual Meeting is called for the purposes set forth in the Notice. Our Board of Directors does not know of any other matters to be considered by the stockholders at the Annual Meeting other than the matters described in the Notice. However, the proxy card confers discretionary authority on the persons named in the proxy card with respect to matters that may properly come before the Annual Meeting and that are not known to our Board of Directors at the date this proxy statement was printed. It is the intention of the persons named in the proxy card to vote in accordance with their best judgment on any such matter.

REQUIREMENTS FOR SUBMISSION OF STOCKHOLDER PROPOSALS OR NOMINATIONS FOR NEXT YEAR’S ANNUAL MEETING

Stockholders intending to present a proposal or nominate a director for election at next year’s Annual Meeting of Stockholders without having the proposal or nomination included in our Proxy Statement must comply with the requirements set forth in our Bylaws. Our Bylaws require, among other things, that our Corporate Secretary receive the proposal or nomination no earlier than the close of business on the 120th day, and no later than the close of business on the 90th day, prior to the first anniversary of the preceding year’s Annual Meeting. Accordingly, for our 2025 Annual Meeting of Stockholders, our Corporate Secretary must receive the proposal or nomination no earlier than February 20, 2025, and no later than the close of business on March 22, 2025. The proposal or nomination must contain the information required by the Bylaws, a copy of which is available upon request to our Corporate Secretary. In addition to satisfying the requirements of our Bylaws, to comply with the universal proxy rules once effective, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 21, 2025.

AVAILABILITY OF MATERIALS

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, including the consolidated financial statements, has been filed with the SEC and provides additional information about us. It is available on our corporate website at www.aprea.com and you may request a paper copy (excluding exhibits) without charge upon written request to Chief Financial Officer, Aprea Therapeutics, Inc., 3805 Old Easton Road, Doylestown, PA 18902. In addition, our 2023 Annual Report on Form 10-K is available to registered holders of our common stock at www.proxyvote.com.

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GRAPHIC

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V42946-P09236 For Against Abstain APREA THERAPEUTICS, INC. 3805 OLD EASTON ROAD DOYLESTOWN, PA 18902 APREA THERAPEUTICS, INC. 1. ELECTION OF THREE CLASS II DIRECTORS The Board of Directors recommend a vote FOR all the nominees listed in Proposal 1 and FOR Proposal 2. Please sign exactly as name(s) appear(s) hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. 2. The ratification of appointment of EisnerAmper LLP as the company's independent registered public accounting firm for fiscal year 2024. ! ! ! For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. 01) Michael Grissinger 02) Gabriela Gruia, M.D. 03) Rifat Pamukcu, M.D. ! ! ! SCAN TO VIEW MATERIALS & VOTEw VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/APRE2024 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

GRAPHIC

V42947-P09236 Important notice regarding the internet availability of proxy materials for the Annual Meeting of Stockholders. The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/APRE The 2024 Annual Meeting of Stockholders of Aprea Therapeutics, Inc. will be held on Thursday, June 20, 2024, 9:00 A.M. Eastern Time, virtually via the internet at www.virtualshareholdermeeting.com/APRE2024 To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. Proxy – APREA THERAPEUTICS, INC. 2024 Annual Meeting of Stockholders Proxy Solicited by Board of Directors for Annual Meeting – June 20, 2024 Oren Gilad, Ph.D. and John P. Hamill, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Aprea Therapeutics, Inc. to be held on June 20, 2024, or at any postponement or adjournment thereof. Shares represented by this proxy will be voted as directed by the stockholder. If no such directions are indicated, the proxies will have authority to vote FOR the election of the director nominees and FOR Proposal 2. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. (Continued and to be signed on the reverse side)