10-Q 1 apre-20210331x10q.htm 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-39069

Aprea Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	84- 2246769
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

535 Boylston Street
Boston, Massachusetts	02116
(Address of principal executive offices)	(Zip Code)

(617) 463-9385

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of exchange on which registered:
Common stock, par value $0.001 per share		APRE		NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ◻		Accelerated filer ◻

Non-accelerated filer ⌧		Smaller reporting company ⌧

		Emerging growth company ⌧

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. ⌧

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ◻ No ⌧

There were 21,186,827 shares of the registrant’s common stock, $0.001 par value, outstanding as of May 6, 2021.

PART I: FINANCIAL INFORMATION	6
Item 1. Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3. Quantitative and Qualitative Disclosures About Market Risk	29
Item 4. Controls and Procedures	29

PART II: OTHER INFORMATION	30
Item 1. Legal Proceedings	30
Item 1A. Risk Factors	30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3. Defaults Upon Senior Securities	31
Item 4. Mine Safety Disclosures	31
Item 5. Other Information	31
Item 6. Exhibits	32


	March 31,		December 31,
	2021		2020
Assets
Current assets:
Cash and cash equivalents	$	77,616,074	$	89,017,686
Prepaid expenses and other current assets		2,467,443		3,399,019
Total current assets		80,083,517		92,416,705
Property and equipment, net		33,572		38,515
Right of use lease asset		248,200		320,616
Other noncurrent assets		29,376		29,383
Total assets	$	80,394,665	$	92,805,219
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	3,456,728	$	4,503,619
Accrued expenses		7,532,473		10,571,237
Lease liability—current		225,537		256,309
Total current liabilities		11,214,738		15,331,165
Lease liability—noncurrent		33,763		78,847
Total liabilities		11,248,501		15,410,012
Commitments and contingencies (Note 7)
Stockholders’ equity:
Common stock, $0.001 par value, 400,000,000 shares authorized, 21,186,827 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively.		21,187		21,187
Additional paid-in capital		233,240,918		231,418,356
Accumulated other comprehensive loss		(10,440,111)		(10,037,261)
Accumulated deficit		(153,675,830)		(144,007,075)
Total stockholders’ equity		69,146,164		77,395,207
Total liabilities and stockholders' equity	$	80,394,665	$	92,805,219


	Three Months Ended March 31,
	2021		2020
Operating expenses:
Research and development	$	6,763,848	$	9,096,122
General and administrative		3,425,833		2,776,468
Total operating expenses		10,189,681		11,872,590
Other income (expense):
Interest (expense) income		(1,057)		224,442
Foreign currency gain		521,983		2,247,891
Total other (expense) income		520,926		2,472,333
Net loss	$	(9,668,755)	$	(9,400,257)
Other comprehensive loss:
Foreign currency translation		(402,850)		(2,424,653)
Total comprehensive loss	$	(10,071,605)	$	(11,824,910)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.46)	$	(0.45)
Weighted-average common shares outstanding, basic and diluted		21,186,827		21,052,726


				Additional		Other				Stockholders’
	Common Stock			Paid‑in		Comprehensive		Accumulated		Equity
	Shares	Amount		Capital		Loss		Deficit		(Deficit)

Balance, December 31, 2019	21,022,752	$	21,023	$	226,284,548	$	(11,533,778)	$	(90,528,263)	$	124,243,530
Exercise of stock options	32,090		32		29,491		—		—		29,523
Stock‑based compensation	—		—		905,471		—		—		905,471
Foreign currency translation	—		—		—		(2,424,653)		—		(2,424,653)
Net loss	—		—		—		—		(9,400,257)		(9,400,257)
Balance, March 31, 2020	21,054,842	$	21,055	$	227,219,510	$	(13,958,431)	$	(99,928,520)	$	113,353,614


Balance, December 31, 2020	21,186,827	$	21,187	$	231,418,356	$	(10,037,261)	$	(144,007,075)	$	77,395,207
Stock‑based compensation	—		—		1,822,562		—		—		1,822,562
Foreign currency translation	—		—		—		(402,850)		—		(402,850)
Net loss	—		—		—		—		(9,668,755)		(9,668,755)
Balance, March 31, 2021	21,186,827	$	21,187	$	233,240,918	$	(10,440,111)	$	(153,675,830)	$	69,146,164



	Three months ended March 31,
Lease Cost	2021		2020
Operating lease cost	$	57,923	$	55,768
Other Information
Operating cash flows paid for amounts included in the measurement of lease liabilities	$	63,482	$	62,909
Operating lease liabilities arising from obtaining right‑of‑use assets	$	—	$	—
Weighted average remaining lease term (years)		0.75 - 1.25		1.75 - 2.25
Weighted average discount rate		3.0 - 4.3%		3.0 - 4.3%


	Operating
Future Lease Payments	Leases
2021	$	196,458
2022		67,860
Total Lease Payments	$	264,318
Less: Imputed Interest		(5,018)
Total Lease Liabilities	$	259,300


Exhibit
Number		Description of Document

31.1		Certification of the Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of the Registrant’s Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of the Registrant’s Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Taxonomy

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Labels Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document


Date: May 6, 2021	Aprea Therapeutics, Inc.

	By:	/s/ Christian S. Schade
		Christian S. Schade
		Chairman and Chief Executive Officer (Principal Executive Officer)

Date: May 6, 2021

	By:	/s/ Scott M. Coiante
		Scott M. Coiante
		Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Aprea Therapeutics, Inc.