Atrin Pharmaceuticals LLC acquired Aprea Therapeutics, Inc. (NasdaqGS : APRE) in a reverse merger transaction on May 16, 2022. Under the terms of the Merger Agreement, at the closing of this merger, the Company issued the securityholders of Atrin 1,117,394 shares of common stock and 2,949,630 shares of Series A non-voting convertible Preferred Stock (“Series A Preferred Stock”). The Series A Preferred Stock is non-voting and is contingently convertible into common stock subject to stockholder approval. Following stockholder approval, each share of Series A Preferred Stock is convertible into 10 shares of common stock at any time at the option of the holder thereof, subject to certain limitations. On a pro forma basis and based upon the number of shares of Aprea common stock and preferred stock issued in the acquisition, holders of Aprea equity immediately prior to the acquisition will own approximately 41.2% of Aprea on an as-converted basis and former Atrin equity holders will own approximately 58.8% of Aprea on an as-converted basis immediately after these transactions. The acquisition was approved by the Board of Directors of Aprea and the Board of Directors and the requisite equity holders of Atrin. Wedbush PacGrow is serving as exclusive strategic advisor to Aprea, H.C. Wainwright & Co. is serving as exclusive strategic advisor to Atrin, Geoffrey W. Levin and Gabriel Saltarelli of Sidley Austin LLP is serving as legal counsel to Aprea, and Fahd M.T. Riaz of DLA Piper LLP (US) is serving as legal counsel to Atrin.
Atrin Pharmaceuticals LLC completed the acquisition of Aprea Therapeutics, Inc. (NasdaqGS : APRE) in a reverse merger transaction on May 16, 2022.