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

June 26, 2020

Date of Report (Date of earliest event reported)

Aprea Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

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:

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

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. x

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Directors

On June 26, 2020, the Board of Directors (the “Board”) of Aprea Therapeutics, Inc. (the “Company”) appointed Fouad Namouni, M.D. as a Class II member of the Board and Richard Peters, M.D., Ph.D. as a Class I member of the Board. At this time, Dr. Namouni and Dr. Peters have not been appointed to any Board committee.

Dr. Namouni and Dr. Peters each will receive the standard cash compensation amounts payable to non-employee directors of the Company, as well as the equity compensation (including the initial equity grant) described in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 29, 2020 (the “Proxy Statement”).

Resignation of Director

On June 26, 2020, Guido Magni, M.D., Ph.D., resigned from the Board, effective as of June 30, 2020. Such resignation was not as the result of any disagreement with the Company on any matter relating to the operations, policies or practices of the Company.

The Company issued a press release regarding the above matters, which is being furnished and is attached hereto as Exhibit 99.1.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2020 annual meeting of stockholders (the “Annual Meeting”) of the Company held on June 26, 2020, the following proposals were submitted to the stockholders of the Company:

For more information about the foregoing proposals, see the Proxy Statement. Of the 21,054,842 shares of the Company’s common stock entitled to vote at the Annual Meeting, 20,342,230 shares, or approximately 96.6%, were represented at the meeting in person or by proxy, constituting a quorum.

Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits.

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.