| CUSIP No. 03836J201 | Page 1 of 6 |
| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| SCHEDULE 13G |
| Under the Securities Exchange Act of 1934 |
| Aprea Therapeutics, Inc. |
| (Name of Issuer) |
| Common stock, par value $0.001 per share |
| (Title of Class of Securities) |
| 03836J201 |
| (CUSIP Number) |
| December 31, 2023 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| x | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 03836J201 | Page 2 of 6 |
| 1. |
Names of Reporting Person
I.R.S. Identification Nos. of Above Persons (entities only)
|
Sio Capital Management, LLC
20-4586565 | |||
| 2. |
Check the Appropriate Box if a Member of a Group
|
(a) ¨ (b) ¨ | |||
| 3. | SEC Use Only
|
||||
| 4. |
Citizenship or Place of Organization
|
Delaware | |||
|
Number of Shares Beneficially Owned by Each Reporting Person With1 |
5. | Sole Voting Power
|
-0- | ||
| 6. | Shared Voting Power
|
280,0001 | |||
| 7. | Sole Dispositive Power
|
-0- | |||
| 8. | Shared Dispositive Power
|
280,0001 | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
|
280,000 | |||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨ | |||
| 11. |
Percent of Class Represented by Amount in Row (9)
|
7.49%2 | |||
| 12. | Type of Reporting Person | IA | |||
_____________________
1 As of December 31, 2023, Sio Capital Management, LLC beneficially owned 280,000 shares of Common Stock with shared voting power and shared dispositive power.
2 Based on 3,736,673 shares of common stock outstanding as of November
9, 2023, as reported in the Issuer’s Form 10-Q filed with the SEC on November 13, 2023.
| CUSIP No. 03836J201 | Page 3 of 6 |
Schedule 13G
| Item 1(a). | Name of Issuer: |
| Aprea Therapeutics, Inc. |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
|
535 Boylston Street Boston, MA 02116 |
| Item 2(a). | Name of Persons Filing: |
| This Statement is filed on behalf of Sio Capital Management, LLC (the “Reporting Person” or “Sio”) | |
| Sio is a registered investment adviser to certain affiliated funds that directly hold the shares of Common Stock to which this statement relates for the benefit of their respective investors, and in such capacity Sio has voting and dispositive power over such shares. |
| Item 2(b). | Address of Principal Business Office: |
|
600 Third Avenue, 2nd Floor New York, New York 10016 |
| Item 2(c). | Citizenship: |
| Sio is a Delaware limited liability company. |
| Item 2(d). | Title of Class of Securities: |
| Common stock, par value $0.001 |
| Item 2(e). | CUSIP Number: |
| 03836J201 |
| CUSIP No. 03836J201 | Page 4 of 6 |
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c). |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.78c). |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | x | An investment adviser in accordance with §13d-1(b)(1)(ii)(E). |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| ¨ | If this statement is filed pursuant to §240.13d-1(c), check this box. |
| Item 4. | Ownership. |
(a) through (c):
|
The information set forth in Items 5 through 9 and 11 of the cover pages to this Schedule 13G is incorporated herein by reference.3 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| Not applicable. |
| CUSIP No. 03836J201 | Page 5 of 6 |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company. |
| Not Applicable. |
| Item 8. | Identification and Classification of Members of the Group. |
| Not Applicable. |
| Item 9. | Notice of Dissolution of a Group. |
| Not Applicable. |
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to herein were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 03836J201 | Page 6 of 6 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 6, 2024
| SIO CAPITAL MANAGEMENT, LLC | ||||
| By: /s/ Jin W. Lee | ||||
| Name: Jin W. Lee | ||||
| Title: Chief Compliance Officer | ||||