Aprea Therapeutics Inc美股招股说明书(2025-12-30版)

5,503,556 Shares of Common Stock This prospectus relates to the possible resale, from time to time, by the selling stockholders identifiedin this prospectus of up to (i)26,459 shares of our common stock, par value $0.001 per share (the “CommonStock”), initially issued in a private placement on December8, 2025 (the “Private Placement”),(ii)2,596,564 shares of Common Stock underlying pre-funded warrants issued in the Private Placement,(iii)2,623,023 shares of Common Stock underlying common stock purchase warrants issued in the Private The selling stockholders may offer the shares from time to time as each selling stockholder maydetermine through public or private transactions or through other means described in the section entitled“Plan of Distribution” or a supplement to this prospectus. Each selling stockholder may also sell shares The registration of these shares does not necessarily mean that any holders will sell any of their sharesor exercise their warrants. We are not offering for sale any shares of our Common Stock pursuant to thisprospectus. We will not receive any proceeds from the sale of these shares. We will, however, receive cash Our common stock is listed on the Nasdaq Capital Market under the symbol “APRE.” OnDecember29, 2025, the last reported sale price of our common stock was $0.9204. Investing in our securities involves significant risks. We strongly recommend that you read carefully therisks we describe in this prospectus and in any accompanying prospectus supplement, as well as the risk factorsthat are incorporated by reference into this prospectus from our filings made with the Securities and Exchange Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representationto the contrary is a criminal offense. You should rely only on the information contained in or incorporated by reference in this prospectus.We have not authorized anyone to provide you with different or additional information. This prospectusdoes not constitute an offer to sell or the solicitation of an offer to buy any securities other than thesecurities described in this prospectus or an offer to sell or the solicitation of an offer to buy such securitiesin any circumstances in which such offer or solicitation is unlawful. You should assume that the information The terms “Aprea,” the “Company,” “our,” “us” and “we,” as used in this prospectus, refer to ApreaTherapeutics, Inc., unless we state otherwise or the context indicates otherwise. PROSPECTUS SUMMARY PROSPECTUS SUMMARY The following summary highlights information contained elsewhere in this prospectus. It may notcontain all of the information that is important to you. You should read the entire prospectus carefully,especially the discussion regarding the risks of investing in our securities under the heading “Risk Overview We are a clinical-stage biopharmaceutical company focused on precision oncology through syntheticlethality. Our approach is built upon a platform of integrated discovery technologies to enrich our pipelinewith novel targets in synthetic lethality and cancer treatment. Together with our expertise in small molecule We believe that synthetic lethality has the potential to impact patients’ lives and treatment strategies fora wide range of cancer types. We aspire to become a leader in this emerging field and are establishing apipeline of clinical and preclinical programs that we believe may have broad applications to cancer We are targeting WEE1, a kinase that is a key regulator of multiple phases of the cell cycle. Our leadWEE1 inhibitor product candidate is APR-1051. In March2024, the FDA cleared our IND application forAPR-1051 and in the second quarter of 2024 we enrolled the first patient into ACESOT-1051, our Phase1dose escalation study. Given the encouraging tolerability profile to date, we are in a position to acceleratedose escalation and explore higher doses, potentially improving APR-1051 therapeutic impact. We Our second clinical-stage synthetic lethality product candidate is ATRN-119, an oral small moleculeinhibitor of ataxia telangiectasia and Rad3-related, or ATR. The ATR kinase is master regulator of the DNAdamage response, with key roles in cell cycle control and DNA repair following replication stress. On October15, 2025, we determined the recommended Phase2 dose (RP2D) of 1,100 mg once dailyfor ATRN-119 in the monotherapy arm of the ongoing ABOYA-119 Phase1/2a dose-escalation study, inpatients with advanced solid tumors. Building on the completion of dose escalation and supported by newpreclinical data suggesting potential synergistic anti-tumor effects, we are considering further ATRN-119development in combination approaches that could expand its therapeutic potential. We believe ATRN-119’smechanism of action, favorable safety profile, and pharmacologic characteristics make it a