APREA THERAPEUTICS, INC. Item 1.01. Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
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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
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 reference.
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
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 Aprea stockholders.
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
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
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Item 3.02 Unregistered Sales of
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
Officers.
Resignation of Officers
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Effective as of the conclusion of the Stockholders' Meeting,
Appointment of Officers
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Effective as of the conclusion of the Stockholders' Meeting,
Resignation of Directors
In accordance with the Merger Agreement, on
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
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 Stockholders' Meeting.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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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 foregoing.
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.
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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
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits Exhibit Description Number 2.1 Agreement and Plan of Merger, datedMay 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 Stock 10.1 Form of Registration Rights Agreement, by and among Aprea and certain securityholders 99.1 Presentation for investor conference call held by Aprea and Atrin onMay 16, 2022 Exhibit Cover Page Interactive Data File (embedded within the Inline XBRL 104 document).
(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
request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for
any schedule so furnished.
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