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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)




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SCHEDULE 13G




Comment for Type of Reporting Person:  (1) The shares reported in the table above held directly by Soleus Private Equity Fund III, L.P. ("Soleus PE"). Soleus Private Equity GP III, LLC ("Soleus PE GP") is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, Soleus Capital Management, L.P. ("SCM") is the investment manager for Soleus PE and for Soleus Capital Master Fund, L.P. ("Master Fund"), and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC and of Soleus GP, LLC. Each of Mr. Levy, Soleus PE GP III, LLC, Soleus PE GP, SCM and Soleus GP, LLC disclaims beneficial ownership of these shares held by Soleus PE other than for the purpose of determining their obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The shares reported in the table above consist of shares of the common stock, par value $0.001 per share ("Common Stock"), of Aprea Therapeutics, Inc. (the "Issuer"), that are issuable upon the exercise of pre-funded warrants to purchase shares of Common Stock ("PFW") and common warrants to purchase shares of Common Stock ("Common Warrants", and together with the PFW, the "Warrants") that are held by Soleus PE. The share numbers reflected in this report represent the maximum number of shares of Common Stock that may be held by the reporting persons as a result of the beneficial ownership limitations set forth in the Warrants. (3) The percentage set forth in Row 11 is calculated based upon 11,452,452 shares of Common Stock outstanding as of March 16, 2026, as set forth on the cover of the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 that was filed with the Securities and Exchange Commission on March 16, 2026 (the "Form 10-K").


SCHEDULE 13G




Comment for Type of Reporting Person:  (1) The shares reported in the table above are held directly by Soleus PE. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC and of Soleus GP, LLC. Each of Mr. Levy, Soleus PE GP III, LLC, Soleus PE GP, SCM and Soleus GP, LLC disclaims beneficial ownership of these shares held by Soleus PE other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The shares reported in the table above consist of shares of the Common Stock of the Issuer that are issuable upon the exercise of the Warrants that are held by Soleus PE. The share numbers reflected in this report represent the maximum number of shares of Common Stock that may be held by the reporting persons as a result of the beneficial ownership limitations set forth in the Warrants. (3) The percentage set forth in Row 11 is calculated based upon 11,452,452 shares of Common Stock outstanding as of March 16, 2026, as set forth on the cover of the Form 10-K.


SCHEDULE 13G




Comment for Type of Reporting Person:  (1) The shares reported in the table above are held directly by Soleus PE. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC and of Soleus GP, LLC. Each of Mr. Levy, Soleus PE GP III, LLC, Soleus PE GP, SCM and Soleus GP, LLC disclaims beneficial ownership of these shares held by Soleus PE other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The shares reported in the table above consist of shares of the Common Stock of the Issuer that are issuable upon the exercise of the Warrants that are held by Soleus PE. The share numbers reflected in this report represent the maximum number of shares of Common Stock that may be held by the reporting persons as a result of the beneficial ownership limitations set forth in the Warrants. (3) The percentage set forth in Row 11 is calculated based upon 11,452,452 shares of Common Stock outstanding as of March 16, 2026, as set forth on the cover of the Form 10-K.


SCHEDULE 13G




Comment for Type of Reporting Person:  (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital, LLC ("Soleus Capital") is the sole general partner of Master Fund, Soleus Capital Group, LLC ("SCG") is the sole managing member of Soleus Capital, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The shares reported in the table above consist of shares of the Common Stock of the Issuer that are issuable upon the exercise of the Warrants that are held by Master Fund. The share numbers reflected in this report represent the maximum number of shares of Common Stock that may be held by the reporting persons as a result of the beneficial ownership limitations set forth in the Warrants. (3) The percentage set forth in Row 11 is calculated based upon 11,452,452 shares of Common Stock outstanding as of March 16, 2026, as set forth on the cover of the Form 10-K.


SCHEDULE 13G




Comment for Type of Reporting Person:  (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The shares reported in the table above consist of shares of the Common Stock of the Issuer that are issuable upon the exercise of the Warrants that are held by Master Fund. The share numbers reflected in this report represent the maximum number of shares of Common Stock that may be held by the reporting persons as a result of the beneficial ownership limitations set forth in the Warrants. (3) The percentage set forth in Row 11 is calculated based upon 11,452,452 shares of Common Stock outstanding as of March 16, 2026, as set forth on the cover of the Form 10-K.


SCHEDULE 13G




Comment for Type of Reporting Person:  (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The shares reported in the table above consist of shares of the Common Stock of the Issuer that are issuable upon the exercise of the Warrants that are held by Master Fund. The share numbers reflected in this report represent the maximum number of shares of Common Stock that may be held by the reporting persons as a result of the beneficial ownership limitations set forth in the Warrants. (3) The percentage set forth in Row 11 is calculated based upon 11,452,452 shares of Common Stock outstanding as of March 16, 2026, as set forth on the cover of the Form 10-K.


SCHEDULE 13G




Comment for Type of Reporting Person:  (1) The shares reported in the table above are held directly by Soleus PE and by Master Fund. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE, and Soleus GP, LLC is the sole general partner of SCM. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC, SCG and Soleus GP, LLC. Each of Soleus PE GP, Soleus PE GP III, LLC, Soleus Capital, SCG, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held directly by Soleus PE and Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The shares reported in the table above consist of shares of the Common Stock of the Issuer that are issuable upon the exercise of the Warrants that are held by soleus PE and Master Fund. The share numbers reflected in this report represent the maximum number of shares of Common Stock that may be held by the reporting persons as a result of the beneficial ownership limitations set forth in the Warrants. (3) The percentage set forth in Row 11 is calculated based upon 11,452,452 shares of Common Stock outstanding as of March 16, 2026, as set forth on the cover of the Form 10-K.


SCHEDULE 13G




Comment for Type of Reporting Person:  (1) The shares reported in this table are held directly by Soleus PE and by Master Fund. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE, and Soleus GP, LLC is the sole general partner of SCM. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC, SCG and Soleus GP, LLC. Each of Soleus PE GP, Soleus PE GP III, LLC, Soleus Capital, SCG, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held directly by Soleus PE and Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The shares reported in the table above consist of shares of the Common Stock of the Issuer that are issuable upon the exercise of the Warrants that are held by Soleus PE and Master Fund. The share numbers reflected in this report represent the maximum number of shares of Common Stock that may be held by the reporting persons as a result of the beneficial ownership limitations set forth in the Warrants. (3) The percentage set forth in Row 11 is calculated based upon 11,452,452 shares of Common Stock outstanding as of March 16, 2026, as set forth on the cover of the Form 10-K.


SCHEDULE 13G




Comment for Type of Reporting Person:  (1) The shares reported in the table above are held directly by Soleus PE and by Master Fund. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE, and Soleus GP, LLC is the sole general partner of SCM. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC, SCG and Soleus GP, LLC. Each of Soleus PE GP, Soleus PE GP III, LLC, Soleus Capital, SCG, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held directly by Soleus PE and Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The shares reported in the table above consist of shares of the Common Stock of the Issuer that are issuable upon the exercise of the Warrants that are held by Soleus PE and Master Fund. The share numbers reflected in this report represent the maximum number of shares of Common Stock that may be held by the reporting persons as a result of the beneficial ownership limitations set forth in the Warrants. (3) The percentage set forth in Row 11 is calculated based upon 11,452,452 shares of Common Stock outstanding as of March 16, 2026, as set forth on the cover of the Form 10-K.


SCHEDULE 13G



 
Soleus Private Equity Fund III, L.P.
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:04/01/2026
 
Soleus Private Equity GP III, LLC
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:04/01/2026
 
Soleus PE GP III, LLC
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:04/01/2026
 
Soleus Capital Master Fund, L.P.
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:04/01/2026
 
Soleus Capital, LLC
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:04/01/2026
 
Soleus Capital Group, LLC
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:04/01/2026
 
Soleus Capital Management, L.P.
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:04/01/2026
 
Soleus GP, LLC
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:04/01/2026
 
Guy Levy
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy
Date:04/01/2026

Comments accompanying signature:  Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
Exhibit Information

Exhibit 99.1 - Joint Filing Agreement