September 30, 2019
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Sonia Bednarowski
Dietrich King
Keira Nakada
Kevin Vaughn
Re: Acceleration Request for Aprea Therapeutics, Inc.
Registration Statement on Form S-1 (File No. 333-233662)
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the Act), we, as representatives of the several underwriters (the Underwriters), hereby join in the request of Aprea Therapeutics, Inc. (the Company) with respect to the effective time of the above-referenced Registration Statement so that it will become effective at 4:00 P.M., Eastern Time or as soon thereafter as practicable, on October 2, 2019, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission
In connection with this acceleration request and pursuant to Rule 460 under the Act, please be advised that, during the period from September 23, 2019 to the date of this letter, we have effected the distribution of approximately 1,860 copies of the preliminary prospectus, dated September 23, 2019, to prospective underwriters, dealers, institutions, and others.
We were advised on September 13, 2019 by the Corporate Financing Department of the Financial Industry Regulatory Authority that it has reviewed the above-captioned proposed offering and that it has determined to raise no objections with respect to the fairness of the terms and arrangements of the offering.
We, the undersigned, as representatives of the several Underwriters, have complied and will comply, and we have been informed by the participating Underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
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Very truly yours, | |
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J.P. MORGAN SECURITIES LLC | |
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MORGAN STANLEY & CO. LLC | |
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RBC CAPITAL MARKETS, LLC | |
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on behalf of themselves and as representatives of the Underwriters | |
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J.P. MORGAN SECURITIES LLC | |
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By: |
/s/ Benjamin Burdett |
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Name:Benjamin Burdett |
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Title: Managing Director |
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MORGAN STANLEY & CO. LLC | |
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By: |
/s/ Kalli Dircks |
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Name:Kalli Dircks |
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Title: Executive Director |
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RBC CAPITAL MARKETS, LLC | |
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By: |
/s/ Jennifer Caruso |
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Name:Jennifer Caruso |
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Title: Managing Director |
[Signature Page to Underwriters Acceleration Request Letter]