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424B3 1 tm2612147-4_424b3.htm 424B3 tm2612147-4_424b3 - none - 3.6285993s

Filed Pursuant to Rule 424(b)(3)

Registration No. 333- 295247

PROSPECTUS

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APREA THERAPEUTICS, INC.

74,349,426 Shares of Common Stock

This prospectus relates to the possible resale, from time to time, by the selling stockholders identified in this prospectus of up to (i) 37,174,713 shares of our common stock, par value $0.001 per share (the “Common Stock”) underlying pre-funded warrants initially issued in a private placement on March 31, 2026 (the “Private Placement”) and (ii) 37,174,713 shares of Common Stock underlying common stock purchase warrants issued in the Private Placement.

The selling stockholders may offer the shares from time to time as each selling stockholder may determine through public or private transactions or through other means described in the section entitled “Plan of Distribution” or a supplement to this prospectus. Each selling stockholder may also sell shares under Rule 144 under the Securities Act of 1933, as amended, if available, rather than under this prospectus.

The registration of these shares does not necessarily mean that any holders will sell any of their shares or exercise their warrants. We are not offering for sale any shares of our Common Stock pursuant to this prospectus. We will not receive any proceeds from the sale of these shares. We will, however, receive cash proceeds equal to the total exercise price of warrants that are exercised for cash.

Our common stock is listed on the Nasdaq Capital Market under the symbol “APRE.” On April 28, 2026, the last reported sale price of our common stock was $0.8369.

Investing in our securities involves significant risks. We strongly recommend that you read carefully the risks we describe in this prospectus and in any accompanying prospectus supplement, as well as the risk factors that are incorporated by reference into this prospectus from our filings made with the Securities and Exchange Commission. See “Risk Factors” on page 5 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is April 29, 2026

	PROSPECTUS SUMMARY					1
	THE OFFERING					4
	RISK FACTORS					5
	FORWARD-LOOKING STATEMENTS					6
	USE OF PROCEEDS					8
	SELLING STOCKHOLDERS					9
	PLAN OF DISTRIBUTION					14
	DESCRIPTION OF CAPITAL STOCK					17
	LEGAL MATTERS					20
	EXPERTS					21
	WHERE YOU CAN FIND MORE INFORMATION					22
	INFORMATION INCORPORATED BY REFERENCE					23

	Shares of Common Stock Beneficially Owned Prior to this Offering(1)				Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus(2)		Shares of Common Stock to be Beneficially Owned After this Offering(3)
Name of Selling Stockholder	Number		Percentage				Number		Percentage
Soleus Capital Master Fund, L.P.(4)		1,329,940		9.99%		19,826,518		—		*
Soleus Private Equity Fund III, L.P.(5)		1,329,940		9.99%		4,956,628		—		*
Entities associated with Vestal Point Capital, LP(6)		1,329,940		9.99%		22,304,832		—		*
Squadron Master Fund LP(7)		1,329,940		9.99%		12,391,572		—		*
AIGH Investment Partners, LP(8)		1,329,940		9.99%		4,512,578		1,329,940		9.99%
WVP Emerging Manager Onshore Fund LLC – AIGH Series(9)		1,329,940		9.99%		1,683,208		1,329,940		9.99%
Lytton-Kambra Foundation(10)		950,016		7.53%		2,602,230		950,016		7.53%
3i, LP(11)		629,345		4.99%		2,478,314		629,345		4.99%
Lind Global Fund III LP(12)		629,345		4.99%		991,324		629,345		4.99%
The Hewlett Fund LP(13)		629,345		4.99%		991,324		629,345		4.99%
Bennu Pharma Fund, LP(14)		629,345		4.99%		1,239,156		—		*
Richard Peters.(15)		259,054		2.16%		247,830		11,224		*
John P. Hamill(16)		137,439		1.14%		61,956		75,483		*
Ze’ev Weiss(17)		115,258		*		61,956		53,302		*

SEC Form 424B3 filed by Aprea Therapeutics Inc.