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| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/02/2019 |
3. Issuer Name and Ticker or Trading Symbol
Aprea Therapeutics, Inc. [ APRE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock(1) | 844,278 | I | See Footnote(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Convertible Preferred Stock(1) | (3) | (3) | Common Stock | 579,647 | (3) | I(3) | See footnote(2) |
| Series B Convertible Preferred Stock(1) | (3) | (3) | Common Stock | 590,445 | (3) | I(3) | See footnote(2) |
| Series C Convertible Preferred Stock(1) | (3) | (3) | Common Stock | 430,467 | (3) | I(3) | See footnote(2) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. See Exhibit 99.1 |
| 2. See Exhibit 99.1 |
| 3. See Exhibit 99.1 |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| KDev Investments AB By: /s/ Ulf Richenberg, attorney-in-fact | 10/02/2019 | |
| Karolinska Development AB By: /s/ Ulf Richenberg, attorney-in-fact | 10/02/2019 | |
| KCIF Co-Investment Fund KB By: /s/ Ulf Richenberg | 10/02/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 99.1
(1) The amount of securities of
Aprea Therapeutics, Inc. (the “Issuer”) reported as beneficially owned includes shares held of record by: KDev Investments AB, Karolinska Development AB and KCIF Co-Investment Fund KB (collectively, the "Reporting Persons").
(2) Karolinska Development AB
(“Karolinska”) is the majority owner and co-manager of KDev Investments AB and a limited partner of KCIF Co-Investment Fund KB. Karolinska and each of the other Reporting Persons disclaim beneficial ownership of any shares of the Issuer’s Common
Stock owned of record by any of the other Reporting Persons except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity is the beneficial owner of, or has any pecuniary interest in,
such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
The address of each of (i) KDev Investments AB, (ii) Karolinska Development AB, and (iii) KCIF Co-Investment Fund KB is Tomtebodavägen 23A,
SE 171 65 Solna, Sweden.
(3) These shares of Series A
Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock (collectively, "Preferred Stock") will automatically be converted into shares of the Issuer's common stock, par value $0.001, on a 1-for-1
basis, immediately prior to the completion of the Issuer's initial public offering. The Preferred Stock has no expiration date.
Exhibit 24.1
POWER OF ATTORNEY
The undersigned understands that, from time to time, KDev Investments AB is required to prepare,
execute and file certain federal and state securities laws filings.
Know all by these presents, that the undersigned hereby constitutes and appoints each of Ulf
Richenberg and Fredrik Järrsten signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:
(1) prepare, execute in the name of KDev Investments AB and on behalf of KDev Investments AB, and
submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings and reports
required by Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 (the “1934 Act”) or any rule or regulation of the SEC;
(2) prepare and execute for and on behalf of KDev Investments AB, in the undersigned’s capacity as
an authorized person, officer and/or director of KDev Investments AB, federal and state securities laws filings including without limitation Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with Sections 13(d) and 16(a) of the 1934 Act and
the rules thereunder;
(3) do and perform any and all acts for and on behalf of KDev Investments AB which may be
necessary or desirable to complete and execute any such federal and state securities laws filings including without limitation Schedules 13D and 13G and Forms 3, 4, and 5, complete and execute any amendment or amendments thereto, and timely file such
form with the SEC and the securities administrators of any state, the District of Columbia, the Commonwealth of Puerto Rico, Guam and the United States Virgin Islands or their designees and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with federal and
state securities laws, including without limitation Section 13 and Section 16 of the 1934 Act.
This Power of Attorney shall remain in full force and effect until KDev Investments AB is no
longer required to file Schedules 13D and 13G and Forms 3, 4, and 5 with respect to KDev Investments AB's holdings of and transactions in securities issued by Aprea Therapeutics, Inc., unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney‑in‑fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd
day of October, 2019.
/s/
Viktor Drvota
Name: Viktor Drvota
Title: Member of the Board of Directors
Name: Viktor Drvota
Title: Member of the Board of Directors
POWER OF ATTORNEY
The undersigned understands that, from time to time, Karolinska Development AB is required to
prepare, execute and file certain federal and state securities laws filings.
Know all by these presents, that the undersigned hereby constitutes and appoints each of Ulf
Richenberg and Fredrik Järrsten signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:
(1) prepare, execute in the name of Karolinska Development AB and on behalf of Karolinska
Development AB, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic
filings and reports required by Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 (the “1934 Act”) or any rule or regulation of the SEC;
(2) prepare and execute for and on behalf of Karolinska Development AB, in the undersigned’s
capacity as an authorized person, officer and/or director of Karolinska Development AB, federal and state securities laws filings including without limitation Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with Sections 13(d) and 16(a) of
the 1934 Act and the rules thereunder;
(3) do and perform any and all acts for and on behalf of Karolinska Development AB which may be
necessary or desirable to complete and execute any such federal and state securities laws filings including without limitation Schedules 13D and 13G and Forms 3, 4, and 5, complete and execute any amendment or amendments thereto, and timely file such
form with the SEC and the securities administrators of any state, the District of Columbia, the Commonwealth of Puerto Rico, Guam and the United States Virgin Islands or their designees and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with federal and
state securities laws, including without limitation Section 13 and Section 16 of the 1934 Act.
This Power of Attorney shall remain in full force and effect until Karolinska Development AB is no
longer required to file Schedules 13D and 13G and Forms 3, 4, and 5 with respect to Karolinska Development AB's holdings of and transactions in securities issued by Aprea Therapeutics, Inc., unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorney‑in‑fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd
day of October, 2019.
/s/
Viktor Drvota
Name: Viktor Drvota
Title: CEO
Name: Viktor Drvota
Title: CEO
POWER OF ATTORNEY
The undersigned understands that, from time to time, KCIF Co-Investment Fund KB is required to
prepare, execute and file certain federal and state securities laws filings.
Know all by these presents, that the undersigned hereby constitutes and appoints Fredrik Järrsten
signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:
(1) prepare, execute in the name of KCIF Co-Investment Fund KB and on behalf of KCIF Co-Investment
Fund KB, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings
and reports required by Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 (the “1934 Act”) or any rule or regulation of the SEC;
(2) prepare and execute for and on behalf of KCIF Co-Investment Fund KB, in the undersigned’s
capacity as an authorized person, officer and/or director of KCIF Co-Investment Fund KB, federal and state securities laws filings including without limitation Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with Sections 13(d) and 16(a) of
the 1934 Act and the rules thereunder;
(3) do and perform any and all acts for and on behalf of KCIF Co-Investment Fund KB which may be
necessary or desirable to complete and execute any such federal and state securities laws filings including without limitation Schedules 13D and 13G and Forms 3, 4, and 5, complete and execute any amendment or amendments thereto, and timely file such
form with the SEC and the securities administrators of any state, the District of Columbia, the Commonwealth of Puerto Rico, Guam and the United States Virgin Islands or their designees and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with federal and
state securities laws, including without limitation Section 13 and Section 16 of the 1934 Act.
This Power of Attorney shall remain in full force and effect until KCIF Co-Investment Fund KB is
no longer required to file Schedules 13D and 13G and Forms 3, 4, and 5 with respect to KCIF Co-Investment Fund KB's holdings of and transactions in securities issued by Aprea Therapeutics, Inc., unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorney‑in‑fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd
day of October, 2019.
/s/
Ulf Richenberg
Name: Ulf Richenberg
Title: Chairman
Name: Ulf Richenberg
Title: Chairman