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

APREA THERAPEUTICS, INC. 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 PrivatePlacement, and (iv)257,510 shares of Common Stock underlying common stock purchase warrants thatwere issued to Maxim Group LLC as compensation in connection with the Private Placement. 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 sharesunder Rule144 under the Securities Act of 1933, as amended, if available, rather than under this prospectus. 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 cashproceeds equal to the total exercise price of warrants that are exercised for 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 ExchangeCommission. See “Risk Factors” on page4of this prospectus. 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. TABLE OF CONTENTS PROSPECTUS SUMMARY1THE OFFERING3RISK FACTORS4FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS7SELLING STOCKHOLDERS8PLAN OF DISTRIBUTION12DESCRIPTION OF CAPITAL STOCK14LEGAL MATTERS17EXPERTS18WHERE YOU CAN FIND MORE INFORMATION19INFORMATION INCORPORATED BY REFERENCE20 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 informationappearing in this prospectus is accurate only as of the date of this prospectus, regardless of the time ofdelivery of this prospectus or of any sale of common stock. Our business, financial condition, results ofoperations and prospects may have changed materially since such date. 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 “RiskFactors,” before investing in our securities. All references to “Company” “we,” “our” or “us” refer solelyto Aprea Therapeutics, Inc. and its subsidiaries and not to the persons who manage us or sit on our Boardof Directors. 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 moleculedrug discovery, we are applying the capabilities of our discovery platform to the development of newprecision oncology therapies and the identification of patient populations most likely to benefit. 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 believ