0001558370-23-009887 | 10-Q | XBRL Viewer

Income taxes - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
Income taxes - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Income taxes
Income tax expense	$ 0.0	$ 0.0
Uncertain tax positions	$ 0.1		$ 0.1

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity - USD ($)	Series A Convertible Preferred Stock	Common Stock ATM offering	Common Stock	Additional Paid-in capital ATM offering	Additional Paid-in capital	Accumulated other comprehensive loss	Accumulated deficit	ATM offering	Total
Equity, beginning balance at Dec. 31, 2021			$ 1,092		$ 240,999,206	$ (10,358,956)	$ (181,134,378)		$ 49,506,964
Equity, beginning balance (in shares) at Dec. 31, 2021			1,092,967
Increase (Decrease) in Stockholders' Equity
Issuance of common stock, net (in shares)								0
Vesting of restricted stock units			$ 6		(6)
Vesting of restricted stock units (in shares)			5,744
Stock-based compensation					2,084,060				2,084,060
Foreign currency translation						(65,505)			(65,505)
Net loss							(7,936,693)		(7,936,693)
Equity, ending balance at Mar. 31, 2022			$ 1,098		243,083,260	(10,424,461)	(189,071,071)		43,588,826
Equity, ending balance (in shares) at Mar. 31, 2022			1,098,711
Temporary equity, beginning balance (in shares) at Dec. 31, 2022	56,227
Temporary equity, beginning balance at Dec. 31, 2022	$ 1,311,063
Temporary equity, ending balance (in shares) at Mar. 31, 2023	56,227
Temporary equity, ending balance at Mar. 31, 2023	$ 1,311,063
Equity, beginning balance at Dec. 31, 2022			$ 2,655		330,060,836	(10,623,408)	(293,796,405)		25,643,678
Equity, beginning balance (in shares) at Dec. 31, 2022			2,655,269
Increase (Decrease) in Stockholders' Equity
Issuance of common stock, net		$ 26	$ 1,050	$ 268,099	4,870,815			$ 268,125	4,871,865
Issuance of common stock, net (in shares)		26,302	1,050,000					26,302
Stock-based compensation					16,244				16,244
Foreign currency translation						61,956			61,956
Net loss							(4,379,890)		(4,379,890)
Equity, ending balance at Mar. 31, 2023			$ 3,731		$ 335,215,994	$ (10,561,452)	$ (298,176,295)		$ 26,481,978
Equity, ending balance (in shares) at Mar. 31, 2023			3,731,571

Acquisition of Atrin (Details) - Atrin Pharmaceuticals, Inc $ in Millions	May 16, 2022 USD ($) shares
Acquisition of Atrin
Cost to acquire Atrin assets \| $	$ 76.2
Direct costs of acquisition of Atrin assets \| $	$ 3.5
Common Stock
Acquisition of Atrin
Issuance of stock upon acquisition of Atrin (in shares) \| shares	55,869
Series A Convertible Preferred Stock
Acquisition of Atrin
Issuance of stock upon acquisition of Atrin (in shares) \| shares	2,949,630
Preferred stock conversion ratio	10

Acquisition of Atrin - Summary of net assets acquired (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022	May 16, 2022
Acquisition of Atrin
Cash and cash equivalents	$ 30,995,714	$ 28,786,647
Prepaid expenses and other assets	$ 1,022,803	$ 1,366,859
Atrin Pharmaceuticals, Inc
Acquisition of Atrin
Acquired IPR&D			$ 76,020,184
Cash and cash equivalents			2,489,745
Prepaid expenses and other assets			34,579
Accounts payable and accrued liabilities			(2,336,462)
Total Acquisition Value			$ 76,208,046

Leases - Quantitative Information (Details)	3 Months Ended
Leases - Quantitative Information (Details)	Mar. 31, 2022 USD ($)
Quantitative information regarding the Company's leases
Operating lease cost	$ 60,116
Other Information
Operating cash flows paid for amounts included in the measurement of lease liabilities	64,056
Operating lease liabilities arising from obtaining right-of-use assets	$ 123,786
Minimum
Other Information
Weighted average remaining lease term (years)	9 months
Weighted average discount rate	3.00%
Maximum
Other Information
Weighted average remaining lease term (years)	1 year 3 months
Weighted average discount rate	4.30%

Commitments and contingencies (Details)	3 Months Ended
Commitments and contingencies (Details)	Mar. 31, 2023 USD ($)
Commitments and contingencies.
Provision for contingent losses	$ 0

Accrued expenses (Tables)

3 Months Ended

Mar. 31, 2023

Accrued expenses

Schedule of accrued expenses


	March 31,		December 31,
	2023		2022
Professional fees	$	389,561	$	75,012
Compensation, severance and benefits		1,728,544		1,397,977
Research and development		1,097,765		688,858
Other		185,491		196,485
Total accrued expenses	$	3,401,361	$	2,358,332

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 30,995,714	$ 28,786,647
Prepaid expenses and other current assets	1,022,803	1,366,859
Total current assets	32,018,517	30,153,506
Property and equipment, net	1,912	2,321
Total assets	32,020,429	30,155,827
Current liabilities:
Accounts payable	826,027	842,754
Accrued expenses	3,401,361	2,358,332
Total current liabilities	4,227,388	3,201,086
Total liabilities	4,227,388	3,201,086
Commitments and contingencies (Note 8)
Stockholders' equity:
Common stock, $0.001 par value, 400,000,000 shares authorized, 3,731,571 and 2,655,269 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively.	3,731	2,655
Additional paid-in capital	335,215,994	330,060,836
Accumulated other comprehensive loss	(10,561,452)	(10,623,408)
Accumulated deficit	(298,176,295)	(293,796,405)
Total stockholders' equity	26,481,978	25,643,678
Total liabilities and stockholders' equity	32,020,429	30,155,827
Series A Convertible Preferred Stock
Convertible preferred stock:
Series A convertible preferred stock, $0.001 par value, 40,000,000 shares authorized; 56,227 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively.	$ 1,311,063	$ 1,311,063

Stockholders' equity (Details)			1 Months Ended		3 Months Ended
Stockholders' equity (Details)	May 16, 2022 $ / shares shares	Nov. 12, 2020 USD ($)	Feb. 28, 2023 USD ($) $ / shares shares	Feb. 28, 2022 USD ($)	Mar. 31, 2023 USD ($) Vote $ / shares shares	Mar. 31, 2022 USD ($) shares	Dec. 31, 2022 $ / shares shares
Common stock
Stock, shares authorized					440,000,000
Common stock, shares authorized					400,000,000		400,000,000
Common stock, par value (in dollars per share) \| $ / shares					$ 0.001		$ 0.001
Preferred stock, shares authorized					40,000,000
Preferred stock, par value (in dollars per share) \| $ / shares					$ 0.001
Commission payable as a percentage of gross proceeds from sale of common stock under ATM offering		3.00%
Number of voting rights per common share \| Vote					1
Stock based compensation expense \| $					$ 16,244	$ 2,100,000
Shelf Registration Statement
Maximum amount to be issued under universal shelf registration statement \| $		$ 350,000,000.0
Maximum amount to be issued under at-the-market offering program \| $		$ 14,744,728
Proceeds from issuance of common stock \| $					5,788,918
Common stock issuance costs \| $					$ 648,928
Common Stock
Common stock
Conversion of preferred stock into common stock (in shares)					1,446,701
Shelf Registration Statement
Shares issued			1,050,000
Issue price per share \| $ / shares			$ 5.25
Proceeds from issuance of common stock \| $			$ 4,900,000
Common stock issuance costs \| $				$ 600,000
Series A Convertible Preferred Stock
Common stock
Conversion of preferred stock into common stock (in shares)					2,893,403
Number of shares remained to be converted into common stock					56,227
Atrin Pharmaceuticals, Inc \| Common Stock
Common stock
Common stock, par value (in dollars per share) \| $ / shares	$ 0.001
Issuance of stock upon acquisition of Atrin (in shares)	55,869
Atrin Pharmaceuticals, Inc \| Series A Convertible Preferred Stock
Common stock
Issuance of stock upon acquisition of Atrin (in shares)	2,949,630
Preferred stock conversion ratio	10
ATM offering
Shelf Registration Statement
Shares issued					26,302	0
Proceeds from issuance of common shares \| $					$ 300,000
Common stock issuance costs \| $						$ 8,000

Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net loss	$ (4,379,890)	$ (7,936,693)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	410	2,942
Stockbased compensation	16,244	2,084,060
Amortization of right of use lease asset		60,825
Foreign currency gain	13,797	(136,211)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	344,056	1,115,261
Accounts payable	(16,727)	214,975
Accrued expenses and other liabilities	1,043,029	(840,380)
Lease liability		(60,108)
Net cash used in operating activities	(2,979,081)	(5,495,329)
Cash flows from financing activities:
Proceeds from issuance of common stock	5,788,918
Common stock issuance costs	(648,928)
Net cash provided by financing activities	5,139,990
Change in cash and cash equivalents	2,160,909	(5,495,329)
Effect of exchange rate changes on cash	48,158	71,051
Cash and cash equivalents-beginning of year	28,786,647	53,076,052
Cash and cash equivalents-end of period	$ 30,995,714	47,651,774
Non-cash investing and financing activities:
Operating lease liabilities arising from obtaining right-of-use assets		$ 123,786

Leases

3 Months Ended

Mar. 31, 2023

Leases

Leases

4. Leases

The Company is party to operating leases for office and laboratory space. The Company’s finance leases are immaterial both individually and in the aggregate. The Company has elected to apply the short-term lease exception to all leases of one year or less. Rent expense for the three months ended March 31, 2023 and 2022 was $19,998 and $74,816, respectively. Rent expense for the three months ended March 31, 2023 is a short-term lease cost since the lease has a term of 12 months or less.

The Company has an operating lease for office and laboratory space in Doylestown, Pennsylvania which is currently set to expire on December 31, 2023. Rent expense under this lease is $101,000 annually and the company has applied the short-term exception to this lease. The Company had an operating lease in Boston, Massachusetts for office space which expired on December 31, 2022. The Company also had an operating lease for office and laboratory space in Solna, Sweden which was terminated effective November 30, 2022. The Company has no lease obligations beyond 2023.

Quantitative information regarding the Company’s leases for the three months ended March 31, 2023 and 2022 is as follows:



	Three months ended March 31,
Lease Cost	2023		2022
Operating lease cost	$	—	$	60,116
Other Information
Operating cash flows paid for amounts included in the measurement of lease liabilities	$	—	$	64,056
Operating lease liabilities arising from obtaining right‑of‑use assets	$	—	$	123,786
Weighted average remaining lease term (years)		—		0.75-1.25
Weighted average discount rate		—		3.0 - 4.3%

As most of the Company’s leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2023	May 15, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-39069
Entity Registrant Name	Aprea Therapeutics, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-2246769
Entity Address, Address Line One	3805 Old Easton Road
Entity Address, City or Town	Doylestown
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	18902
City Area Code	617
Local Phone Number	463-9385
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	APRE
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		3,731,571
Entity Central Index Key	0001781983
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false

Summary of significant accounting policies (Tables)

3 Months Ended

Mar. 31, 2023

Summary of significant accounting policies

Schedule of potentially dilutive securities excluded from calculation of diluted net loss per share

The following table sets forth the potentially dilutive securities that have been excluded from the calculation of diluted net loss per share because to include them would be anti-dilutive (in common stock equivalent shares):


	Three months ended March 31,
	2023	2022
Convertible preferred stock (as converted)	28,112	—
Options to purchase common stock	551,886	287,281
Unvested restricted stock units	30,227	22,916
Total shares of common stock equivalents	610,225	310,197

Acquisition of Atrin (Tables)

3 Months Ended

Mar. 31, 2023

Acquisition of Atrin

Schedule of net assets acquired based on the estimated fair values


Acquired IPR&D	$	76,020,184
Cash and cash equivalents		2,489,745
Prepaid expenses and other assets		34,579
Accounts payable and accrued liabilities		(2,336,462)
Total Acquisition Value	$	76,208,046

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	3,731,571	2,655,269
Common stock, shares outstanding	3,731,571	2,655,269
Series A Convertible Preferred Stock
Convertible preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Convertible preferred stock, shares authorized	40,000,000	40,000,000
Convertible preferred stock, shares issued	56,227	56,227
Convertible preferred stock, shares outstanding	56,227	56,227

Stockholders' equity

3 Months Ended

Mar. 31, 2023

Stockholders' equity

Stockholders' equity

6. Stockholders’ equity

The total number of shares of all classes of capital stock that the Company is authorized to issue is 440,000,000 shares, consisting of 400,000,000 shares of common stock, par value $0.001 per share and 40,000,000 shares of preferred stock, par value $0.001 per share.

Conversion of Series A Preferred Stock

As discussed in Note 1 and Note 3, the Company issued to the shareholders of Atrin 2,949,630 shares of Series A Preferred Stock as partial consideration of the Atrin Acquisition. Each share of Series A Preferred Stock is convertible into 10 shares of common stock. The Company held a stockholders’ meeting on July 28, 2022 where approval of the conversion of the Series A Preferred Stock into shares of the Company’s common stock in accordance with Nasdaq Listing Rule 5635(a) was received. As of March 31, 2023, a total of 2,893,403 shares of Series A Preferred Stock was converted into 1,446,701 shares of common stock. As of March 31, 2023, a total of 56,227 shares of Series A Preferred Stock remained outstanding.

Common Stock

The holders of common stock are entitled to one vote for each share of common stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment or provision for payment of all debts and liabilities of the Company, the holders of common stock shall be entitled to share in the remaining assets of the Company available for distribution, if any.

Shelf Registration Statement

On November 12, 2020, the Company filed a universal shelf registration statement with the SEC for the issuance of common stock, preferred stock, warrants, rights, debt securities and units up to an aggregate of $350.0 million (the “2020 Shelf Registration Statement”). On November 30, 2020, the Shelf Registration Statement was declared effective by the SEC. The universal shelf registration statement includes an at-the-market (“ATM”) offering program and the Company filed a Prospectus Supplement dated September 2, 2022, for the sale of up to $14,744,728 of shares of the Company’s common stock pursuant to its ATM offering program. The Company agreed to pay a commission of 3% of the gross proceeds of any common stock sold in connection with the ATM offering program. The Company is currently subject to General Instruction I.B.6 of Form S-3, as a result of which the amount of funds the Company can raise through primary public offerings of securities in any 12-month period using the 2020 Shelf Registration Statement is limited to one-third of the aggregate market value of the voting and non-voting common equity held by non-affiliates. The Company will remain subject to this one-third limitation until such time as the Company’s public float exceeds $75 million. So long as the aggregate market value of the Company’s common stock held by non-affiliates is less than $75 million, the Company will not sell shares under the ATM with a value of more than one-third of the aggregate market value of the Company’s common stock held by non-affiliates in any 12-month period due to the limitations of General Instruction I.B.6 of Form S-3 and the current public float of our common stock. During the three months ended March 31, 2023, the Company issued and sold 26,302 shares of common stock under the ATM offering program resulting in net proceeds to the Company of approximately $0.3 million after deducting approximately $8,000 in issuance costs. The Company did not sell any stock under the ATM offering program during the three months ended March 31, 2022.

In February 2023, the Company issued and sold 1,050,000 shares of common stock at a public offering price of $5.25 per share pursuant to the 2020 Shelf Registration Statement resulting in net proceeds to the Company of approximately $4.9 million, after deducting underwriting discounts and offering expenses of approximately $0.6 million.

Stock-Based Compensation Expense

The Company recorded stock-based compensation expense of $16,244, and $2.1 million for the three months ended March 31, 2023 and 2022, respectively.

Summary of significant accounting policies (Policies)

3 Months Ended

Mar. 31, 2023

Summary of significant accounting policies

Principles of consolidation

Principles of consolidation—The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Aprea Therapeutics AB, which was incorporated in May 2009 and Aprea US, Inc., which was incorporated in June 2016 and ATR Merger Sub II LLC which was incorporated in May 2022. Management has concluded it has a single reporting segment for purposes of reporting financial condition and results of operations. All intercompany transactions and balances have been eliminated.

Unaudited interim consolidated financial statements

Unaudited interim consolidated financial statements—The accompanying unaudited interim condensed consolidated financial statements have been prepared by the Company in accordance with U.S. GAAP for interim information and pursuant to the rules and regulations of the SEC for reporting on Form 10-Q. Accordingly, certain information and footnote disclosure normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2022 filed with the SEC.

The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and in management’s opinion, include all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the financial information for the interim periods have been made. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full fiscal year or any future period.

Use of estimates

Use of estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses as of and during the reporting period. The Company bases estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. The Company assesses estimates on an ongoing basis; however, actual results could materially differ from those estimates. Significant items subject to such estimates and assumptions, are used for, but not limited to, include stock-based compensation and accounting for research and development costs.

Foreign currency and currency translation

Foreign currency and currency translation—The functional currency for Aprea Therapeutics AB is the Swedish Krona. Assets and liabilities of Aprea Therapeutics AB are translated into United States dollars at the exchange rate in effect on the balance sheet date. Operating expenses are translated at the average exchange rate in effect during the period. Unrealized translation gains and losses are recorded as a cumulative translation adjustment, which is included in the consolidated statements of stockholders’ equity as a component of accumulated other comprehensive loss. Adjustments that arise from exchange rate changes on transactions denominated in a currency other than the local currency are included in other income (expense), net in the condensed consolidated statements of operations and comprehensive loss as incurred.

Cash and cash equivalents

Cash and cash equivalents— The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents.

Fair value of financial instruments

Fair value of financial instruments—The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability between market participants at measurement dates. ASC Topic 820, Fair Value Measurement (“ASC 820”), establishes a three-level valuation hierarchy for instruments measured at fair value. The hierarchy is based on the transparency of inputs to the valuation of an asset

or liability as of the measurement date. The hierarchy defines three levels of valuation inputs, of which the first two are considered observable and the last is considered unobservable:

●	Level 1 inputs: Quoted prices in active markets for identical assets or liabilities.

●	Level 2 inputs: Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable, such as quoted market prices, interest rates and yield curves.

●	Level 3 inputs: Unobservable inputs developed using estimates or assumptions developed by the Company, which reflect those that a market participant would use in pricing the asset or liability.

To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The Company’s financial instruments consist of cash and cash equivalents and accounts payable. The carrying amount of accounts payable is considered a reasonable estimate of fair value due to the short-term maturity.

Series A Convertible Preferred Stock

Series A Convertible Preferred Stock—The Company classifies the Series A convertible preferred stock as temporary equity outside of stockholders’ equity on its accompanying condensed consolidated balance sheets due to certain events that are not within the Company's control. The Series A convertible preferred stock was recorded at fair value upon the acquisition of Atrin in May 2022.

Accounting for leases

Accounting for leases—The Company accounts for leases in accordance with ASC 842, Leases. The Company elected to apply (i) the practical expedient which allows them to not separate lease and non-lease components, for new leases entered into after adoption and (ii) the short-term lease exemption for all leases with an original term of less than 12 months, for purposes of applying the recognition and measurements requirements in the standard.

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on specific facts and circumstances, the existence of an identified asset(s), if any, and the Company’s control over the use of the identified asset(s), if applicable. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of future lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

The Company has elected not to separate lease and non-lease components as a single component. Operating leases are recognized on the balance sheet as ROU lease assets, lease liabilities current and lease liabilities non-current. Fixed rents are included in the calculation of the lease balances while variable costs paid for certain operating and pass-through costs are excluded. Lease expense is recognized over the expected term on a straight-line basis.

Stock-based compensation

Stock-based compensation—The Company measures stock options and other stock-based awards granted to employees and directors based on their fair value on the date of the grant and recognize compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. The Company applies the straight-line method of expense recognition to all awards with only service based vesting conditions.

For stock-based awards granted to non-employees, compensation expense is recognized over the period during which services are rendered by such non-employees until completed in accordance with the FASB issued ASU No. 2018-07, Compensation Stock Compensation (Topic 718): Improvements to Nonemployee Share Based Payment Accounting.

The Company estimates the fair value of each stock option grant on the date of grant using the Black Scholes option pricing model, which uses as inputs the fair value of the Company’s common stock and assumptions the Company makes for the volatility of its common stock, the expected term of its stock options, the risk-free interest rate for a period that approximates the expected term of its stock options and its expected dividend yield. The Company elects to account for forfeitures when they occur.

The Company also awards restricted stock units (“RSUs”) to employees and directors. RSUs are generally subject to forfeiture if employment terminates prior to the completion of the vesting restrictions. The Company expenses the cost of the RSUs, which is determined to be the fair market value of the shares of common stock underlying the RSUs at the date of grant, ratably over the period during which the vesting restrictions lapse.

Net loss per share

Net loss per share—The Company has reported losses since inception and has computed basic net loss per share attributable to common stockholders by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. The Company computes diluted net loss per common share after giving consideration to all potentially dilutive common shares, including options to purchase common stock, outstanding during the period determined using the treasury-stock and if-converted methods, except where the effect of including such securities would be antidilutive. Because the Company has reported net losses since inception, these potential common shares have been anti-dilutive and basic and diluted loss per share have been the same.


	Three months ended March 31,
	2023	2022
Convertible preferred stock (as converted)	28,112	—
Options to purchase common stock	551,886	287,281
Unvested restricted stock units	30,227	22,916
Total shares of common stock equivalents	610,225	310,197

Acquired in-process research and development

Acquired in-process research and development—The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, including transaction costs. In an asset acquisition, the cost allocated to acquire in-process research and development (“IPR&D) with no alternative future use is charged to expense at the acquisition date. Please see Note 3 – “Acquisition of Atrin” for additional information.

Recently issued accounting pronouncements

Recently issued accounting pronouncements—From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date.

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying financial statements.

Nature of business and basis of presentation

3 Months Ended

Mar. 31, 2023

Nature of business and basis of presentation

Nature of business and basis of presentation

1. Nature of business and basis of presentation

Nature of business—Aprea Therapeutics, Inc. (or the “Company”) is a clinical-stage biopharmaceutical company focused on developing and commercializing novel cancer therapeutics targeting DNA damage response pathways. The Company began principal operations in 2006 and is headquartered in Doylestown, Pennsylvania. Prior to the acquisition of Atrin Pharmaceuticals Inc. (“Atrin”), the Company was engaged in the clinical development of cancer therapeutics that reactivate the mutant p53 tumor suppressor protein. In December 2020, the Company announced that its pivotal Phase 3 myelodysplastic syndromes trial failed to meet its predefined primary endpoint of complete remission (CR) rate. Given these results, FDA feedback and the costs of continuing the APR-246 development program, the Company shifted focus of its activities to the assets acquired in the May 16, 2022 acquisition of Atrin (see Note 3). The Company’s lead product candidate, which was acquired in the Atrin acquisition, is ATRN-119, a Phase 1-ready small molecule ATR inhibitor being developed for solid tumor indications.

Agreement and plan of merger—On May 16, 2022, the Company acquired Atrin (the “Atrin Acquisition”). Under the terms of the Agreement and Plan or Merger dated May 16, 2022 (the “Merger Agreement”), the Company issued to the stockholders of Atrin 55,869 shares of the Company’s common stock, par value $0.001 per share, and 2,949,630 shares of Series A Non-Voting Convertible Preferred Stock (“Series A Preferred Stock”) (as described below). The Series A Preferred Stock had a conversion value on the closing date of $68.8 million. In addition, the Company assumed options granted under the Atrin stock option plan, which became options to purchase 163,757 shares of the Company’s common stock. See Note 3 for additional information.

Series A Preferred Stock—In connection with the Atrin Acquisition, the Company issued 2,949,630 shares of Series A Preferred Stock. Each share of Series A Preferred Stock is convertible into 10 shares of common stock on a pre-reverse stock split basis.

Reverse stock split—On February 10, 2023, the Company effectuated a one-for-twenty reverse stock split of its outstanding shares of common stock (the “Reverse Stock Split”). The Reverse Stock Split reduces the Company’s shares of outstanding common stock, stock options and RSU’s. Fractional shares of common stock that would have otherwise resulted from the Reverse Stock Split were rounded down to the nearest whole share and cash in lieu of payments were made to stockholders. All share and per share data for all periods presented in the accompanying financial statements and the related disclosures have been adjusted retrospectively to reflect the Reverse Stock Split. The number of authorized shares of common stock and the par value per share remains unchanged.

Basis of presentation and management plans—The accompanying financial statements are prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, and raising capital, and has financed its operations through the issuance of convertible preferred stock and common stock.

The Company is subject to risks common to companies in the biopharmaceutical industry. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be maintained, that any therapeutic products developed will obtain required regulatory approval or that any approved or consumer products will be commercially viable. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will generate significant product sales.

The Company believes that the March 31, 2023 cash balance of approximately $31.0 million will be sufficient to fund the Company’s operations into the third quarter of 2024. In the event that additional funds are not available thereafter, management would expect to significantly reduce expenditures to conserve cash, which would involve scaling back or curtailing new development activity.

Commitments and contingencies

3 Months Ended

Mar. 31, 2023

Commitments and contingencies.

Commitments and contingencies

8. Commitments and contingencies

The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. As of March 31, 2023, the Company has not recorded a provision for any contingent losses.

Accrued expenses (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Accrued expenses
Professional fees	$ 389,561	$ 75,012
Compensation, severance and benefits	1,728,544	1,397,977
Research and development	1,097,765	688,858
Other	185,491	196,485
Total accrued expenses	$ 3,401,361	$ 2,358,332

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating expenses:
Research and development	$ 1,256,542	$ 4,089,577
General and administrative	3,365,961	3,985,298
Total operating expenses	4,622,503	8,074,875
Other income (expense):
Interest income, net	256,410	1,971
Foreign currency (loss) gain	(13,797)	136,211
Total other income	242,613	138,182
Net loss	(4,379,890)	(7,936,693)
Other comprehensive loss:
Foreign currency translation	61,956	(65,505)
Total comprehensive loss	$ (4,317,934)	$ (8,002,198)
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (1.34)	$ (7.25)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (1.34)	$ (7.25)
Weighted-average common shares outstanding, basic (in shares)	3,260,484	1,095,076
Weighted-average common shares outstanding, diluted (in shares)	3,260,484	1,095,076

Acquisition of Atrin - Additional information (Details) - Atrin Pharmaceuticals, Inc - USD ($) $ in Millions	May 16, 2022	Mar. 31, 2023
Acquisition of Atrin
Employee severance	$ 1.1
Employee severance liability		$ 0.1
Term of contingent value right	2 years

Accrued expenses

3 Months Ended

Mar. 31, 2023

Accrued expenses

Accrued expenses

5. Accrued expenses

Accrued expenses consist of the following:


	March 31,		December 31,
	2023		2022
Professional fees	$	389,561	$	75,012
Compensation, severance and benefits		1,728,544		1,397,977
Research and development		1,097,765		688,858
Other		185,491		196,485
Total accrued expenses	$	3,401,361	$	2,358,332

Nature of business and basis of presentation (Details) $ / shares in Units, $ in Millions	Feb. 10, 2023	May 16, 2022 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) $ / shares	Dec. 31, 2022 $ / shares
Common stock, par value (in dollars per share) \| $ / shares			$ 0.001	$ 0.001
Reverse stock split ratio	0.05
Cash balance \| $			$ 31.0
Common Stock \| Atrin Pharmaceuticals, Inc
Issuance of stock upon acquisition of Atrin (in shares)		55,869
Common stock, par value (in dollars per share) \| $ / shares		$ 0.001
Number of shares to purchase under option		163,757
Series A Convertible Preferred Stock \| Atrin Pharmaceuticals, Inc
Issuance of stock upon acquisition of Atrin (in shares)		2,949,630
Conversion value \| $		$ 68.8
Preferred stock conversion ratio		10

Income taxes

3 Months Ended

Mar. 31, 2023

Income taxes

Income taxes

7. Income Taxes

The Company has no income tax expense due to operating losses incurred for the three months ended March 31, 2023 and 2022. The Company has provided a valuation allowance for the full amount of the net deferred tax assets as, based on all available evidence, it is considered more likely than not that all the recorded deferred tax assets will not be realized in a future period.

Realization of the future tax benefits is dependent on may factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period. Under the provisions of the U.S. Internal Revenue Code and Sweden tax law, certain substantial changes in the Company’s ownership, including a sale of the Company or significant changes in ownership due to sales of equity, may have limited, or may limit in the future, the amount of net operating loss carryforwards that could be used annually to offset future taxable income. For U.S. and Swedish income tax purposes, the Company has not completed a study to assess whether a change of control has occurred or whether there have been changes of control since the Company’s formation due to the complexity and cost associated with such study and because there could be additional changes of control in the future. As a result, the Company is not able to estimate the effect of the change in control, if any, on the Company’s ability to utilize U.S. or Swedish net operating losses or other tax attribute carryforwards in the future. For Swedish income tax purposes, the Company’s net operating losses may be subject to limitations in accordance with the country’s group contribution restriction laws.

The Company files tax returns in Sweden, the United States, Massachusetts and Pennsylvania. Income tax returns prior to 2019 in the United States and Massachusetts are no longer subject to examination and income tax returns prior to

2016 are no longer subject to examination in Sweden. The Company is not currently under examination by the IRS or any other jurisdictions for any tax years.

As tax law is complex and often subject to varied interpretations, it is uncertain whether some of the Company’s tax positions will be sustained upon examination. Tax liabilities associated with uncertain tax positions represent unrecognized tax benefits, which arise when the estimated benefit recorded in the Company’s financial statements differs from the amounts taken or expected to be taken in a tax return because of the uncertainties described above. Substantially all of these unrecognized tax benefits, if recognized, would benefit the Company’s effective income tax rate.

As of March 31, 2023 and December 31, 2022, the Company had approximately $0.1 million of liabilities related to uncertain tax positions. As the Company’s uncertain tax positions can be offset by available net operating losses, the Company did not recognize interest and penalties for 2023 and 2022.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Summary of significant accounting policies

3 Months Ended

Mar. 31, 2023

Summary of significant accounting policies

Summary of significant accounting policies

2. Summary of significant accounting policies

The Company's complete listing of significant accounting policies are described in Note 2 to the Company's audited consolidated financial statements as of December 31, 2022 included in its annual report on Form 10-K filed with the Securities and Exchange Commission (or the “SEC”).

Cash and cash equivalents— The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents.

or liability as of the measurement date. The hierarchy defines three levels of valuation inputs, of which the first two are considered observable and the last is considered unobservable:

●	Level 1 inputs: Quoted prices in active markets for identical assets or liabilities.

●	Level 2 inputs: Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable, such as quoted market prices, interest rates and yield curves.

●	Level 3 inputs: Unobservable inputs developed using estimates or assumptions developed by the Company, which reflect those that a market participant would use in pricing the asset or liability.


	Three months ended March 31,
	2023	2022
Convertible preferred stock (as converted)	28,112	—
Options to purchase common stock	551,886	287,281
Unvested restricted stock units	30,227	22,916
Total shares of common stock equivalents	610,225	310,197

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying financial statements.

Summary of significant accounting policies - Potentially dilutive securities (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Potentially dilutive securities
Total shares of common stock equivalents	610,225	310,197
Convertible preferred stock (as converted)
Potentially dilutive securities
Total shares of common stock equivalents	28,112
Options to purchase common stock
Potentially dilutive securities
Total shares of common stock equivalents	551,886	287,281
Unvested restricted stock units
Potentially dilutive securities
Total shares of common stock equivalents	30,227	22,916

Acquisition of Atrin

3 Months Ended

Mar. 31, 2023

Acquisition of Atrin

Acquisition of Atrin

3. Acquisition of Atrin

On May 16, 2022, the Company completed its acquisition of Atrin in accordance with the terms of the Merger Agreement as described in Note 1 – “Nature of business and basis of presentation”. Under the terms of the Merger Agreement, the Company issued 55,869 shares of common stock and 2,949,630 shares of Series A Preferred Stock. Each share of Series A Preferred Stock is convertible into 10 shares of Common Stock. Over a majority of the Series A Preferred Stockholders elected to convert their Series A Preferred Stock into common stock during the second half of 2022 (see Note 6).

The Company concluded that the Atrin Acquisition was not the acquisition of a business, as substantially all of the fair value of the non-monetary assets acquired was concentrated in a single identifiable asset, ATRN-119.

The Company determined that the cost to acquire the Atrin assets was $76.2 million, based on the fair value of the equity consideration issued and including direct costs of the acquisition of $3.5 million. The net assets acquired in connection with the Atrin Acquisition were recorded at their estimated fair values as of May 16, 2022, which is the date the Atrin acquisition was completed. The following table summarizes the net assets acquired based on their estimated fair values as of May 16, 2022:


Acquired IPR&D	$	76,020,184
Cash and cash equivalents		2,489,745
Prepaid expenses and other assets		34,579
Accounts payable and accrued liabilities		(2,336,462)
Total Acquisition Value	$	76,208,046

The Atrin Acquisition was accounted for as an asset acquisition as Atrin was not considered to be a business under ASC 805 or SEC Rule 11-01(d). In the estimation of fair value of the asset purchase consideration, the Company used the carrying value of the cash and cash equivalents, prepaid expenses, accounts payable, and accrued liabilities as the most reliable indicator of fair value based on the associated short-term nature of the balances. The remaining fair value was attributable to the acquired IPR&D. Since Atrin was in preclinical development and no clinical trials had commenced at the time of the acquisition, the cost attributable to the IPR&D was expensed in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2022, as the acquired IPR&D had no alternative future use, as determined by the Company in accordance with U.S. GAAP.

As a result of the Atrin Acquisition, the Company announced in May 2022 it was closing its research facility in Sweden and reducing its related workforce in Sweden. The closure of the Swedish research facility and the reduction in workforce resulted in total expenses for employee severance and employee benefits of approximately $1.1 million, of which was recorded as of May 16, 2022. As of March 31, 2023, the remaining liability is approximately $0.1 million.

In connection with the Atrin Acquisition, a non-transferable contingent value right (a “CVR”) was distributed to the Aprea stockholders of record as of the close of business on May 13, 2022. Holders of the CVR will be entitled to receive certain stock and/or cash payments from proceeds received by the Company, if any, related to the disposition of its legacy assets in the 2-year period following the closing of the transaction. The CVR had a de minimis value as of May 16, 2022 and March 31, 2023.

Leases (Tables)

3 Months Ended

Mar. 31, 2023

Leases

Summary of quantitative information regarding the Company's leases



	Three months ended March 31,
Lease Cost	2023		2022
Operating lease cost	$	—	$	60,116
Other Information
Operating cash flows paid for amounts included in the measurement of lease liabilities	$	—	$	64,056
Operating lease liabilities arising from obtaining right‑of‑use assets	$	—	$	123,786
Weighted average remaining lease term (years)		—		0.75-1.25
Weighted average discount rate		—		3.0 - 4.3%

Leases - Summary (Details) - USD ($)	3 Months Ended
Leases - Summary (Details) - USD ($)	Mar. 31, 2023	Mar. 31, 2022
Leases
Rent expense	$ 19,998	$ 74,816
Annual base rent	$ 101,000