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 March 31, 2022

☐ 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 21,974,302 shares of the registrant’s common stock, $0.001 par value, outstanding as of May 13, 2022.

PART I: FINANCIAL INFORMATION	5
Item 1. Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3. Quantitative and Qualitative Disclosures About Market Risk	29
Item 4. Controls and Procedures	29

PART II: OTHER INFORMATION	29
Item 1. Legal Proceedings	29
Item 1A. Risk Factors	30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3. Defaults Upon Senior Securities	32
Item 4. Mine Safety Disclosures	32
Item 5. Other Information	32
Item 6. Exhibits	33


	March 31,		December 31,
	2022		2021
Assets
Current assets:
Cash and cash equivalents	$	47,651,774	$	53,076,052
Prepaid expenses and other current assets		2,393,096		3,508,358
Total current assets		50,044,870		56,584,410
Property and equipment, net		20,587		23,870
Right of use lease asset		242,183		185,811
Other noncurrent assets		29,369		29,372
Total assets	$	50,337,009	$	56,823,463
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,988,007	$	1,773,032
Accrued expenses		4,512,616		5,352,996
Lease liability—current		219,499		190,471
Total current liabilities		6,720,122		7,316,499
Lease liability—noncurrent		28,061		—
Total liabilities		6,748,183		7,316,499
Commitments and contingencies (Note 7)
Stockholders’ equity:
Common stock, $0.001 par value, 400,000,000 shares authorized, 21,974,302 and 21,859,413 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively.		21,974		21,859
Additional paid-in capital		243,062,384		240,978,439
Accumulated other comprehensive loss		(10,424,461)		(10,358,956)
Accumulated deficit		(189,071,071)		(181,134,378)
Total stockholders’ equity		43,588,826		49,506,964
Total liabilities and stockholders' equity	$	50,337,009	$	56,823,463


	Three Months Ended March 31,
	2022		2021
Operating expenses:
Research and development	$	4,089,577	$	6,763,848
General and administrative		3,985,298		3,425,833
Total operating expenses		8,074,875		10,189,681
Other income (expense):
Interest income (expense), net		1,971		(1,057)
Foreign currency gain		136,211		521,983
Total other income		138,182		520,926
Net loss	$	(7,936,693)	$	(9,668,755)
Other comprehensive loss:
Foreign currency translation		(65,505)		(402,850)
Total comprehensive loss	$	(8,002,198)	$	(10,071,605)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.36)	$	(0.46)
Weighted-average common shares outstanding, basic and diluted		21,901,531		21,186,827


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

Balance, December 31, 2020	21,186,827	$	21,187	$	231,418,356	$	(10,037,261)	$	(144,007,075)	$	77,395,207
Exercise of stock options	—		—		—		—		—		—
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


Balance, December 31, 2021	21,859,413	$	21,859	$	240,978,439	$	(10,358,956)	$	(181,134,378)	$	49,506,964
Exercise of stock options	—		—		—		—		—		—
Vesting of restricted stock units	114,889		115		(115)		—		—		—
Stock‑based compensation	—		—		2,084,060		—		—		2,084,060
Foreign currency translation	—		—		—		(65,505)		—		(65,505)
Net loss	—		—		—		—		(7,936,693)		(7,936,693)
Balance, March 31, 2022	21,974,302	$	21,974	$	243,062,384	$	(10,424,461)	$	(189,071,071)	$	43,588,826



	Three months ended March 31,
Lease Cost	2022		2021
Operating lease cost	$	60,116	$	57,923
Other Information
Operating cash flows paid for amounts included in the measurement of lease liabilities	$	64,056	$	63,482
Operating lease liabilities arising from obtaining right‑of‑use assets	$	123,786	$	—
Weighted average remaining lease term (years)		0.75-1.25		0.75-1.25
Weighted average discount rate		3.0 - 4.3%		3.0 - 4.3%


	Operating
Future Lease Payments	Leases
2022	$	192,243
2023		63,903
Total Lease Payments	$	256,146
Less: Imputed Interest		(8,586)
Total Lease Liabilities	$	247,560


Exhibit
Number		Description of Document

31.1		Certification of the Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of the Registrant’s Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of the Registrant’s Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		XBRL Schema Document.

101.CAL		XBRL Calculation Linkbase Document.

101.DEF		XBRL Definition Linkbase Document.

101.LAB		XBRL Label Linkbase Document.

101.PRE		XBRL Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).


Date: May 16, 2022	Aprea Therapeutics, Inc.

	By:	/s/ Christian S. Schade
		Christian S. Schade
		Chairman and Chief Executive Officer (Principal Executive Officer)

Date: May 16, 2022

	By:	/s/ Scott M. Coiante
		Scott M. Coiante
		Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Aprea Therapeutics Inc.