Current Report Filing (8-k)
August 02 2022 - 3:31PM
Edgar (US Regulatory)
0001781983
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0001781983
2022-07-28
2022-07-28
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
July 28, 2022
Date of Report (Date of earliest event reported)
Aprea
Therapeutics, Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
001-39069 |
84-2246769 |
(State or
other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS
Employer
Identification No.) |
|
|
|
535
Boylston Street
Boston,
Massachusetts
(Address of principal executive offices) |
02116
(Zip Code) |
|
|
|
|
Registrant's
telephone number, including area code: (617)
463-9385
(Former name or former address, if changed
since last report): Not applicable |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on
which registered |
Common
stock, par value $0.001 per share |
|
APRE |
|
NASDAQ
Global Select Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 5.07. Submission of Matters to a Vote of Security
Holders.
At the 2022 annual meeting of stockholders
(the “Annual Meeting”) of Aprea Therapeutics, Inc. (the “Company”) held on July 28, 2022, the proposals set forth
below were submitted to the stockholders of the Company.
For more information about these
proposals, please refer to the Company’s proxy statement filed with the Securities and Exchange Commission on June 10, 2022. The
number of votes cast for, against, or withheld, as well as abstentions and broker non-votes, if applicable, in respect to each proposal
is set forth below:
| Proposal 1: | The Company’s stockholders elected the following three
directors to serve as Class III directors until the Company’s 2025 annual meeting of stockholders and until their successors are
duly elected and qualified. The votes regarding the election of the directors were as follows: |
Director | |
Votes For | | |
Votes Withheld | | |
Broker
Non-Votes | |
Class III Nominees | |
| | |
| | |
| |
Oren Gilad, Ph.D. | |
8,230,950 | | |
712,403 | | |
4,549,748 | |
John B. Henneman III | |
7,467,577 | | |
1,475,776 | | |
4,549,748 | |
Christian S. Schade | |
8,062,343 | | |
881,010 | | |
4,549,748 | |
| Proposal 2: | The Company’s stockholders ratified the appointment
of one recently appointed Class I director and two recently appointed Class II directors for the remainder of their respective terms
and until their successors are duly elected and qualified. The votes regarding the ratification, on an advisory basis, of the appointment
of recently appointed directors were as follows: |
Director | |
Votes For | | |
Votes Against | | |
Abstentions | |
Broker
Non-Votes |
Class I Director | |
| | |
| | |
| |
|
Marc Duey | |
8,214,308 | | |
367,751 | | |
361,294 | |
X |
| |
| | |
| | |
| |
|
Class II Directors | |
| | |
| | |
| |
|
Michael Grissinger | |
8,159,789 | | |
404,773 | | |
378,791 | |
X |
Rifat Pamukcu, M.D. | |
8,177,710 | | |
377,940 | | |
387,703 | |
X |
| Proposal 3: | The Company’s stockholders approved the issuance, in
accordance with Nasdaq Listing Rule 5635(a), of the Company’s common stock, upon conversion of the Company’s Series A Non-Voting
Convertible Preferred Stock issued on May 16, 2022. The votes regarding this proposal were as follows: |
|
|
Votes For | | |
Votes Against | | |
Abstentions | |
Broker
Non-Votes |
|
|
7,834,449 | | |
999,916 | | |
108,988 | |
X |
Proposal 4: | The Company’s stockholders did not approve amendments
to the Company’s certificate of incorporation, to effect a reverse stock split at a ratio of 1-for-3 and 1-for-20, inclusive, with
the exact ratio to be set within that range at the discretion of the Company’s Board of Directors before December 31, 2022. Approval
of this proposal required the majority vote of all outstanding shares of common stock. The votes regarding this proposal were as follows: |
|
|
Votes For | | |
Votes Against | | |
Abstentions |
|
|
|
|
11,248,289 | | |
2,180,239 | | |
64,573 |
|
|
Proposal 5: | The Company’s stockholders approved an amendment to the Company’s 2019 Equity Incentive
Plan to increase the number of shares of the Company’s common stock authorized for issuance by 2,000,000 shares. The votes
regarding this proposal were as follows: |
|
|
Votes For | | |
Votes Against | | |
Votes Abstaining | |
Broker
Non-Votes |
|
|
6,694,237 | | |
2,198,677 | | |
50,439 | |
X |
Proposal 6: | The Company’s stockholders ratified the appointment
of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2022. The votes regarding this ratification were as follows: |
|
|
Votes For | | |
Votes Against | | |
Abstentions |
|
|
|
|
12,748,782 | | |
537,487 | | |
206,832 |
|
|
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Aprea Therapeutics, Inc. |
|
|
Dated: August 2, 2022 |
By: |
/s/ Oren Gilad |
|
Name: Oren Gilad |
|
Title: President and Chief Executive Officer |
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