Item 1.01. Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On May 16, 2022, Aprea Therapeutics, Inc., a Delaware corporation ("Aprea"),
acquired Atrin Pharmaceuticals Inc., a Delaware corporation ("Atrin"), in
accordance with the terms of the Agreement and Plan of Merger, dated May 16,
2022 (the "Merger Agreement"), by and among Aprea, ATR Merger Sub I Inc., a
Delaware corporation and a wholly owned subsidiary of Aprea ("First Merger
Sub"), ATR Merger Sub II LLC, a Delaware limited liability company and wholly
owned subsidiary of Aprea ("Second Merger Sub"), and Atrin. Pursuant to the
Merger Agreement, First Merger Sub merged with and into Atrin, pursuant to which
Atrin was the surviving corporation and became a wholly owned subsidiary of
Aprea (the "First Merger"). Immediately following the First Merger, Atrin merged
with and into Second Merger Sub, pursuant to which Second Merger Sub was the
surviving entity (the "Second Merger", together with the First Merger, the
"Merger"). The Merger is intended to constitute an integrated transaction that
qualifies as a "reorganization" within the meaning of Section 368(a) of the
Internal Revenue Code of 1986 for U.S. federal income tax purposes.
Under the terms of the Merger Agreement, at the closing of the Merger, Aprea
issued to the securityholders of Atrin, 1,117,394 shares of the common stock of
Aprea, par value $0.001 per share (the "Common Stock") and 2,949,630 shares of
Series A Preferred Stock (as described below), each share of which is
convertible into 10 shares of Common Stock, subject to certain conditions
Reference is made to the discussion of the Series A Preferred Stock in Item 5.03
of this Current Report on Form 8-K, which is incorporated into this Item 1.01 by
Certain shares of Common Stock outstanding immediately after the Merger are held
by stockholders subject to lock-up restrictions, pursuant to which such
stockholders have agreed, except in limited circumstances, not to sell or
transfer, or engage in swap or similar transactions with respect to, shares of
the Common Stock, including, as applicable, shares received in the Merger and
issuable upon exercise of certain options, for a period of 180 days following
the closing of the Merger.
Pursuant to the Merger Agreement, Aprea will hold its annual stockholders'
meeting (the "Stockholders' Meeting") to submit the following matters to its
stockholders for their consideration: (i) the approval of the conversion of the
Series A Preferred Stock into shares of Common Stock in accordance with Nasdaq
Listing Rule 5635(a) (the "Conversion Proposal"), (ii) the approval of the
reverse stock split of all outstanding shares of the Common Stock at a reverse
stock split ratio to be determined by Aprea, (iii) the ratification of the
appointment by the Aprea Board of Directors (the "Board") of additional members
to the Board and (iv) the approval of one or more adjournments of the
Stockholders' Meeting to solicit additional proxies if there are not sufficient
votes cast in favor of the foregoing matters (collectively, the "Meeting
Proposals"). In connection with these matters, Aprea intends to file with the
Securities and Exchange Commission ("SEC") a proxy statement and other relevant
The Board approved the Merger Agreement and the related transactions, and the
consummation of the Merger (the "Closing") was not subject to approval of the
The foregoing description of the Merger and the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the
. . .
Item 2.01 Completion of Acquisition or Disposition of Assets
On May 16, 2022, Aprea completed its business combination with Atrin. The
information contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.01.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On May 16, 2022, Aprea notified Nasdaq that it is not in compliance with the
audit committee composition requirement under Nasdaq Listing Rule 5605(c)(2)(A)
due to one vacancy on the audit committee. Effective at the Second Effective
Time, Michael A. Kelly, formerly an audit committee member, no longer serves on
the board of directors. John B. Henneman and Bernd R. Seizinger continue to
serve on the audit committee. The Company is evaluating the appropriate
composition of its board committees and fully intends to regain compliance with
Rule 5605(c)(2)(A) within the applicable cure period.
Item 3.02 Unregistered Sales of Equity Securities.
Pursuant to the Merger Agreement, Aprea issued shares of Common Stock and Series
A Preferred Stock. The information contained in Item 2.01 of this Current Report
on Form 8-K is incorporated by reference into this Item 3.02. Such issuances
were exempt from registration pursuant to Section 4(a)(2) of the Securities Act
and Regulation D promulgated thereunder.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Resignation of Officers
On May 14, 2022, the Board approved the removal of Greg Korbel from his position
as the Chief Business Officer, effective at the time of the filing of the Second
Merger Certificate of Merger with the Secretary of State of the State of
Delaware (the "Second Effective Time"). After the Second Effective Time Mr.
Korbel will serve as Aprea's Chief Operating Officer, as more fully described
Effective as of the conclusion of the Stockholders' Meeting, Christian S. Schade
will resign as Chief Executive Officer.
Appointment of Officers
On May 14, 2022, the Board approved the following appointments, effective at the
Second Effective Time: (i) the appointment of Oren Gilad, Ph.D. to the position
of the President of Aprea and (ii) the appointment of Greg Korbel to the
position of the Chief Operating Officer of Aprea (such appointments,
collectively, the "Second Effective Time Officer Appointments").
Effective as of the conclusion of the Stockholders' Meeting, Dr. Gilad will be
appointed to the position of Chief Executive Officer of Aprea, to fill the
vacancy created by Christian S. Schade's resignation as Chief Executive Officer
of Aprea (such appointment, collectively with the Second Effective Time Officer
Appointments, the "Officer Appointments").
Oren Gilad, Ph.D. (Age 54). Oren Gilad, Ph.D., has extensive leadership
experience across all phases of drug development. Prior to joining Aprea, from
2011 to 2022, he was the Chief Executive Officer of Atrin. Prior to founding
Atrin in 2011, Dr. Gilad had a 13-year academic career, where he authored
numerous high impact scientific articles, including one that demonstrated the
importance of the ATR pathway in cancer development and prevention. This
breakthrough research was conducted at the University of Pennsylvania. Dr. Gilad
holds a B.Sc from the Hebrew University, a Ph.D. and post-doctorate from the
University of California at Davis, and a post-doctorate from the University of
Dr. Gilad has no family relationship with any of the executive officers or
directors of Aprea. There are no arrangements or understandings between Dr.
Gilad and any other person pursuant to which he was appointed as an officer of
Greg Korbel (Age 46). Prior to being appointed as Chief Operating Officer of
Aprea, Dr. Korbel served as Aprea's Chief Business Officer since April 2021,
having previously served as Vice President, Business Development since July
2016. Dr. Korbel has more than 12 years of experience in the biotechnology and
pharmaceutical industries. Prior to joining Aprea, he was the Director of
Business Development and Operations at Novira Therapeutics, which was acquired
in December 2015 by Johnson & Johnson, and served as the Director of Research
Operations subsequent to the acquisition. In addition to consulting for venture
capital and biotechnology firms, Dr. Korbel formerly served as Senior Scientist
at Invitrogen/Life Technologies. Dr. Korbel received an M.B.A. from the Wharton
School at the University of Pennsylvania, a Ph.D. in Chemistry from Harvard
University and a B.A. from Vanderbilt University.
Dr. Korbel has no family relationship with any of the executive officers or
directors of Aprea. There are no arrangements or understandings between Dr.
Korbel and any other person pursuant to which he was appointed as an officer of
Resignation of Directors
In accordance with the Merger Agreement, on May 16, 2022, Fouad Namouni and
Michael A. Kelly resigned from the Board as Class II and Class III directors,
respectively, and any respective committee of the Board to which they were
members, effective at the Second Effective Time. The resignations were not the
result of any disagreements with Aprea relating to the Aprea's operations,
policies or practices. Effective immediately prior to the closing of the Merger,
all unexpired, unexercised and unvested options to purchase Aprea's shares held
by the members of the Board accelerated in full and remain exercisable subject
to the terms and conditions of the applicable option award agreement.
Appointment of Directors
In accordance with the Merger Agreement, the Board increased the number of
directors from seven to eight, such that the number of Class I directors on the
Board was increased from two to three. On May 16, 2022, effective as of the
Second Effective Time, Michael Grissinger and Rif Pamukcu were appointed as
Class II directors. Additionally, on May 16, 2022, effective as of the Second
Effective Time, Dr. Gilad was appointed as a Class III director and Marc Duey
was appointed as a Class I director (Mr. Grissinger's, Dr. Pamukcu's, Dr.
Gilad's and Mr. Duey's appointments as directors, collectively the "Director
In accordance with the Merger Agreement, at or immediately after the conclusion
of the Stockholders' Meeting, the Board will increase the number of directors
from eight to nine, with the additional ninth director to be appointed to the
Board by the directors then serving on the Board immediately following the
Michael Grissinger (Age 68). Michael Grissinger brings decades of experience in
business development, strategy, and pharmaceutical licensing leadership roles at
global pharmaceutical companies. Since 2018, Mr. Grissinger has served on the
board of directors of Akari Therapeutics, Plc (AKTX), a public company that
develops treatments for autoinflammatory diseases involving the complement (C5)
and leukotriene (LTB4) pathways. Since 2020, Mr. Grissinger has served as chair
of the board of directors of Kira Biotech Pty Ltd, a private biotechnology
company developing novel immunomodulatory compounds for the treatment of immune
system disorders. Since 2018, he has served on the board of directors of Atriva
. . .
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
On May 16, 2022, Aprea filed a Certificate of Designation of Preferences, Rights
and Limitations of the Series A Non-Voting Convertible Preferred Stock with the
Secretary of State of the State of Delaware (the "Certificate of Designation")
in connection with the Merger referenced in Item 1.01 above. The Certificate of
Designation provides for the issuance of shares of preferred stock, par value
$0.001 per share, designated as Series A Non-Voting Convertible Preferred Stock
(the "Series A Preferred Stock").
Holders of Series A Preferred Stock are entitled to receive dividends on shares
of Series A Preferred Stock equal (on an as-if-converted-to-Common-Stock basis)
to and in the same form, and in the same manner, as dividends (other than
dividends on shares of the Common Stock payable in the form of Common Stock)
actually paid on shares of the Common Stock when, as and if such dividends
(other than dividends payable in the form of Common Stock) are paid on shares of
the Common Stock.
Except as otherwise required by law, the Series A Preferred Stock will have no
voting rights. However, as long as any shares of Series A Preferred Stock are
outstanding, Aprea will not, without the affirmative vote of the holders of a
majority of the then outstanding shares of the Series A Preferred Stock: (i)
alter or change adversely the powers, preferences or rights given to the Series
A Preferred Stock or alter or amend the Certificate of Designation, amend or
repeal any provision of, or add any provision to, the Certificate of
Incorporation or bylaws of Aprea, or file any articles of amendment, certificate
of designations, preferences, limitations and relative rights of any series of
Preferred Stock, if such action would adversely alter or change the preferences,
rights, privileges or powers of, or restrictions provided for the benefit of the
Series A Preferred Stock, regardless of whether any of the foregoing actions
will be by means of amendment to the Certificate of Incorporation or by merger,
consolidation or otherwise, (ii) issue further shares of Series A Preferred
Stock or increase or decrease (other than by conversion) the number of
authorized shares of Series A Preferred Stock, (iii) prior to the Stockholder
Approval (as defined in the Certificate of Designation), consummate either: (A)
any fundamental transaction or (B) any merger or consolidation of Aprea with or
into another entity or any stock sale to, or other business combination in which
the stockholders of Aprea immediately before such transaction do not hold at
least a majority of the capital stock of Aprea immediately after such
transaction or (iv) enter into any agreement with respect to any of the
Following stockholder approval of the Conversion Proposal, each share of Series
A Preferred Stock is convertible into shares of Common Stock at any time at the
option of the holder thereof, into 10 shares of Common Stock, subject to certain
limitations, including that a holder of Series A Preferred Stock is prohibited
from converting shares of Series A Preferred Stock into shares of Common Stock
if, as a result of such conversion, such holder, together with its affiliates,
would beneficially own more than a specified percentage (to be established by
the holder between 4.9% and 19.9%) of the total number of shares of Common Stock
issued and outstanding immediately after giving effect to such conversion.
The foregoing description of the Series A Preferred Stock does not purport to be
complete and is qualified in its entirety by reference to the Certificate of
Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On May 16, 2022, Aprea made available a presentation to be used with investors
discussing the Merger. A copy of the presentation is furnished as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference.
The information in 7.01 of this Current Report on Form 8-K, including the
information in the presentation attached as Exhibit 99.1 to this Current Report
on Form 8-K, is furnished pursuant to Item 7.01 of Form 8-K and shall not be
deemed "filed" for the purposes of Section 18 of the Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section. Furthermore,
the information in Item 7.01 of this Current Report on Form 8-K, including the
information in the presentation attached as Exhibit 99.1 to this Current Report
on Form 8-K, shall not be deemed to be incorporated by reference in the filings
of Aprea under the Securities Act, as amended.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, including, but
not limited to, statements regarding: uses of proceeds; projected cash runways;
future product development plans; stockholder approval of the conversion rights
of the Series A Preferred Stock; and any future payouts under the CVR. The use
of words such as, but not limited to, "anticipate," "believe," "continue,"
"could," "estimate," "expect," "intend," "may," "might," "plan," "potential,"
"predict," "project," "should," "target," "will," or "would" and similar words
expressions are intended to identify forward-looking statements. Forward-looking
statements are neither historical facts nor assurances of future performance.
Instead, they are based on our current beliefs, expectations and assumptions
regarding the future of our business, future plans and strategies, our clinical
results and other future conditions. New risks and uncertainties may emerge from
time to time, and it is not possible to predict all risks and uncertainties. No
representations or warranties (expressed or implied) are made about the accuracy
of any such forward-looking statements. We may not actually achieve the
forecasts disclosed in our forward-looking statements, and you should not place
undue reliance on our forward-looking statements. Such forward-looking
statements are subject to a number of material risks and uncertainties including
but not limited to those set forth under the caption "Risk Factors" in Aprea's
most recent Annual Report on Form 10-K filed with the SEC, as well as
discussions of potential risks, uncertainties, and other important factors in
our subsequent filings with the SEC. Any forward-looking statement speaks only
as of the date on which it was made. Neither we, nor our affiliates, advisors or
representatives, undertake any obligation to publicly update or revise any
forward-looking statement, whether as result of new information, future events
or otherwise, except as required by law. These forward-looking statements should
not be relied upon as representing our views as of any date subsequent to the
Item 9.01 - Financial Statements and Exhibits.
2.1 Agreement and Plan of Merger, dated May 16, 2022 by and among Aprea,
ATR Merger Sub I Inc., ATR Merger Sub II LLC and Atrin(1)
3.1 Certificate of Designation of Series A Non-Voting Series A Preferred
10.1 Form of Registration Rights Agreement, by and among Aprea and
99.1 Presentation for investor conference call held by Aprea and Atrin on
May 16, 2022
Exhibit Cover Page Interactive Data File (embedded within the Inline XBRL
(1) Schedules have been omitted from this filing pursuant to Item 601(b)(2) of
Regulation S-K. Aprea agrees to furnish supplementally a copy of any omitted
schedule to the SEC upon its request; provided, however, that Aprea may
request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for
any schedule so furnished.
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