UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-39069

Aprea Therapeutics, Inc.

(Exact name of registrant as specified in its charter)


Delaware	84-2246769
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

535 Boylston Street
Boston, Massachusetts	02116
(Address of principal executive offices)	(Zip Code)

(617) 463-9385

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of exchange on which registered:
Common stock, par value $0.001 per share		APRE		NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ◻		Accelerated filer ◻

Non-accelerated filer ☒		Smaller reporting company ☒

		Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

There were 21,186,827 shares of the registrant’s common stock, $0.001 par value, outstanding as of August 12, 2021.

PART I: FINANCIAL INFORMATION	5
Item 1. Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3. Quantitative and Qualitative Disclosures About Market Risk	29
Item 4. Controls and Procedures	30

PART II: OTHER INFORMATION	30
Item 1. Legal Proceedings	30
Item 1A. Risk Factors	30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3. Defaults Upon Senior Securities	32
Item 4. Mine Safety Disclosures	32
Item 5. Other Information	32
Item 6. Exhibits	33


	June 30,		December 31,
	2021		2020
Assets
Current assets:
Cash and cash equivalents	$	69,803,845	$	89,017,686
Prepaid expenses and other current assets		1,494,453		3,399,019
Total current assets		71,298,298		92,416,705
Property and equipment, net		30,955		38,515
Right of use lease asset		191,098		320,616
Other noncurrent assets		29,379		29,383
Total assets	$	71,549,730	$	92,805,219
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	2,361,318	$	4,503,619
Accrued expenses		8,037,524		10,571,237
Lease liability—current		199,219		256,309
Total current liabilities		10,598,061		15,331,165
Lease liability—noncurrent		—		78,847
Total liabilities		10,598,061		15,410,012
Commitments and contingencies (Note 7)
Stockholders’ equity:
Common stock, $0.001 par value, 400,000,000 shares authorized, 21,186,827 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively.		21,187		21,187
Additional paid-in capital		235,104,416		231,418,356
Accumulated other comprehensive loss		(10,247,091)		(10,037,261)
Accumulated deficit		(163,926,843)		(144,007,075)
Total stockholders’ equity		60,951,669		77,395,207
Total liabilities and stockholders' equity	$	71,549,730	$	92,805,219


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Operating expenses:
Research and development	$	6,654,257	$	10,694,029	$	13,418,105	$	19,790,151
General and administrative		3,343,325		3,786,886		6,769,158		6,563,354
Total operating expenses		9,997,582		14,480,915		20,187,263		26,353,505
Other income (expense):
Interest (expense) income, net		(588)		2,678		(1,645)		227,120
Foreign currency (loss) gain		(252,843)		(1,889,690)		269,140		358,201
Total other (expense) income		(253,431)		(1,887,012)		267,495		585,321
Net loss	$	(10,251,013)	$	(16,367,927)	$	(19,919,768)	$	(25,768,184)
Other comprehensive loss:
Foreign currency translation		193,020		1,756,783		(209,830)		(667,870)
Total comprehensive loss		(10,057,993)		(14,611,144)		(20,129,598)		(26,436,054)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.48)	$	(0.78)	$	(0.94)	$	(1.22)
Weighted-average common shares outstanding, basic and diluted		21,186,827		21,107,056		21,186,827		21,079,891


				Additional		Other				Stockholders’
	Common Stock			Paid‑in		Comprehensive		Accumulated		Equity
	Shares	Amount		Capital		Loss		Deficit		(Deficit)

Balance, December 31, 2019	21,022,752	$	21,023	$	226,284,548	$	(11,533,778)	$	(90,528,263)	$	124,243,530
Exercise of stock options	32,090		32		29,491		—		—		29,523
Stock‑based compensation	—		—		905,471		—		—		905,471
Foreign currency translation	—		—		—		(2,424,653)		—		(2,424,653)
Net loss	—		—		—		—		(9,400,257)		(9,400,257)
Balance, March 31, 2020	21,054,842	$	21,055	$	227,219,510	$	(13,958,431)	$	(99,928,520)	$	113,353,614
Exercise of stock options	131,985		132		121,294		—		—		121,426
Stock‑based compensation	—	$	—	$	1,256,460	$	—	$	—	$	1,256,460
Foreign currency translation	—		—		—		1,756,783		—		1,756,783
Net loss	—		—		—		—		(16,367,927)		(16,367,927)
Balance, June 30, 2020	21,186,827	$	21,187	$	228,597,264	$	(12,201,648)		(116,296,447)	$	100,120,356


Balance, December 31, 2020	21,186,827	$	21,187	$	231,418,356	$	(10,037,261)	$	(144,007,075)	$	77,395,207
Stock‑based compensation	—		—		1,822,562		—		—		1,822,562
Foreign currency translation	—		—		—		(402,850)		—		(402,850)
Net loss	—		—		—		—		(9,668,755)		(9,668,755)
Balance, March 31, 2021	21,186,827	$	21,187	$	233,240,918	$	(10,440,111)	$	(153,675,830)	$	69,146,164
Stock‑based compensation	—		—		1,863,498		—		—		1,863,498
Foreign currency translation	—		—		—		193,020		—		193,020
Net loss	—		—		—		—		(10,251,013)		(10,251,013)
Balance, June 30, 2021	21,186,827	$	21,187	$	235,104,416	$	(10,247,091)	$	(163,926,843)	$	60,951,669



	Three months ended June 30,				Six months ended June 30,
Lease Cost	2021		2020		2021		2020
Operating lease cost	$	58,481	$	27,265	$	116,404	$	54,223
Other Information
Operating cash flows paid for amounts included in the measurement of lease liabilities	$	63,482	$	62,909	$	126,966	$	125,818
Operating lease liabilities arising from obtaining right‑of‑use assets	$	—	$	—	$	—	$	—
Weighted average remaining lease term (years)		0.5 - 1.0		1.5 - 2.0		0.5 - 1.0		1.5 - 2.0
Weighted average discount rate		3.0 - 4.3%		3.0 - 4.3%		3.0 - 4.3%		3.0 - 4.3%


	Operating
Future Lease Payments	Leases
2021	$	132,675
2022		69,563
Total Lease Payments	$	202,238
Less: Imputed Interest		(3,019)
Total Lease Liabilities	$	199,219

SEC Form 10-Q filed by Aprea Therapeutics, Inc.