Full Press Release Details
Announces Acquisition of Atrin Pharmaceuticals Inc. and Reports First Quarter 2022 Financial Results
BOSTON, MA, May 16, 2022 (GLOBE
NEWSWIRE) -- Aprea Therapeutics, Inc. (Nasdaq: APRE), a biopharmaceutical company focused on developing and commercializing
novel cancer therapeutics targeting DNA damage response pathways today announced that it has acquired Atrin Pharmaceuticals Inc. ("Atrin")
and reported financial results for the three months ended March 31, 2022.
Business Operations Update:
On May 16, 2022 Aprea completed the acquisition
of Atrin, a privately held biotechnology company focused on the discovery and development of novel therapeutics targeting proteins in
the DNA damage response, or DDR, pathway in oncology through synthetic lethality. The Company believes its cash and cash equivalents as
of March 31, 2022 will be sufficient to meet its current projected operating requirements through the second half of 2023.
With the acquisition of the Atrin programs,
Aprea intends to shift its primary focus to the ATR inhibitor ATRN-119, which will be studied as both a monotherapy and in combination
with standard of care in Phase 1/2a clinical trials in solid tumor malignancies. In parallel with ATRN-119 development, Atrin initiated
separate programs for a second-generation ATR inhibitor, ATRN-354, with potentially improved potency and pharmacokinetics, as well as
for a potentially highly potent and selective WEE1 inhibitor - ATRN-W1051. These programs are expected to enter IND-enabling studies
in 2022 and Aprea anticipates filing Investigational New Drug applications for these programs in 2023. Furthermore, with the acquisition
of Atrin, Aprea obtained an active proprietary development platform to drive the identification of new oncology drug targets and biomarkers.
"Aprea has explored a range of strategic
alternatives to maximize shareholder value and we believe the acquisition of Atrin represents an opportunity to create substantial value
for Aprea shareholders," said Christian Schade, Chairman and Chief Executive Officer of Aprea. "The founders of Atrin are
pioneers in the development of novel oncology compounds in the DNA damage pathway. We are excited to work with the Atrin team to begin
clinical development of Atrin's lead ATR program over the coming months, hasten the development of its differentiated WEE1 program,
and support a robust platform to build a pipeline of novel inhibitors of the DDR pathway."
"We are excited to join forces with Aprea
and expedite the clinical development of our lead programs and drug development platform," said Oren Gilad, Ph.D., the former Chief
Executive Officer of Atrin. "Aprea's knowledge of the p53 pathway in oncology is complimentary to Atrin's in-house expertise
in developing novel targets in the DNA damage response pathway. With supportive resources we look forward to moving our programs into
clinical development to better understand the importance of our robust synthetic lethality platform."
Management and Organization
Christian Schade, our current Chairman and
Chief Executive Officer will remain with Aprea along with Scott Coiante, our current Senior Vice President and Chief Financial Officer,
and Greg Korbel will remain with Aprea, but will transition from his current role as Senior Vice President and Chief Business Officer
to Senior Vice President and Chief Operating Officer. Our management team will be expanded with the appointment of Dr. Gilad, the
former Chief Executive Officer of Atrin, who will be President of Aprea and Ze'ev Weiss, the former Chief Business Officer of Atrin,
who will be the Chief Business Officer of Aprea. After the 2022 annual stockholder meeting of Aprea, Dr. Gilad will assume the role
of Chief Executive Officer from Mr. Schade and Mr. Schade will continue as Executive Chairman of the Board of Directors.
In conjunction with the transaction, the Aprea
board was expanded to eight members. Immediately following the consummation of the transaction, the Aprea board will consist of, Dr. Gilad,
Mike Grissinger, Rif Pamukcu, and Marc Duey, each of whom were members of the Atrin board who will join the Aprea board, and current Aprea
Board members Christian Schade, Jack Henneman, Richard Peters and Bernd Seizinger. Christian Schade will remain the Executive Chairman
of the Aprea Board for up to six months, and he would remain as Non-Executive Chairman thereafter. Aprea and Atrin have agreed to expand
the Aprea board to nine members following Aprea's 2022 annual stockholder meeting. The Aprea Board plans to fill the remaining vacancy
About the Transactions
The acquisition of Atrin was structured as
a stock-for-stock transaction whereby all of Atrin's outstanding equity interests were exchanged for a combination of shares of
Aprea common stock and shares of Series A non-voting convertible preferred stock (the "Series A preferred stock").
Subject to Aprea stockholder approval, each share of Series A preferred stock will, at the option of the holder, convert into 10
shares of common stock, subject to certain beneficial ownership limitations set by each holder. On a pro forma basis and based upon the
number of shares of Aprea common stock and preferred stock issued in the acquisition, holders of Aprea equity holders immediately prior
to the acquisition will own approximately 41.2% of Aprea on an as-converted basis and former Atrin equity holders will own approximately
58.8% of Aprea on an as-converted basis immediately after these transactions. The acquisition was approved by the Board of Directors of
Aprea and the Board of Directors and the requisite equity holders of Atrin. The closing of the transactions was not subject to the approval
of Aprea stockholders.
In connection with acquisition of Atrin, each
holder of Aprea common stock as of immediately before the closing of the transaction will be entitled to a non-transferrable contingent
value right ("CVR"). Holders of the CVR will be entitled to receive certain payments from proceeds received by Aprea, if any,
related to the disposition, if any, of its legacy p53 reactivator assets during the 2-year period following the closing of the transaction.
Wedbush PacGrow is serving as exclusive strategic
advisor to Aprea, H.C. Wainwright & Co. is serving as exclusive strategic advisor to Atrin, Sidley Austin LLP is serving as legal
counsel to Aprea, and DLA Piper LLP (US) is serving as legal counsel to Atrin.
Immediately after the completion of the acquisition,
Aprea is expected to have pro forma cash on hand, before transaction-related expenses, of approximately $48 million (unaudited) and cash
runway through the second half of 2023.
Additional details will be available in an
updated corporate presentation that can be found in the investor section of the Aprea website at Link.
First Quarter Financial Results
Conference Call and Webcast Details
Aprea will host a webcast on May 16, 2022 at 4:30pm EDT to discuss
the acquisition. The webcast can be accessed under the "Events Calendar" in the Investors section of the Aprea website at Link
About Aprea Therapeutics, Inc.
Aprea Therapeutics, Inc. is a biopharmaceutical company headquartered
in Boston, Massachusetts with research facilities in Doylestown, Pennsylvania, focused on developing and commercializing novel cancer
therapeutics that target DNA damage response pathways. The Company's lead program is ATRN-119, a Phase 1-ready small molecule ATR
inhibitor being developed for solid tumor indications. For more information, please visit the company website at www.aprea.com.
The Company may use, and intends to use, its investor relations website
at https://ir.aprea.com/ as a means of disclosing material nonpublic information and for complying with its disclosure obligations
under Regulation FD.
Forward Looking Statement
Certain information contained in this press release includes "forward-looking
statements", within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, related to our study analyses, clinical trials, regulatory submissions, and projected cash position.
We may, in some cases use terms such as "future," "predicts," "believes," "potential,"
"continue," "anticipates," "estimates," "expects," "plans," "intends,"
"targeting," "confidence," "may," "could," "might," "likely,"
"will," "should" or other words that convey uncertainty of the future events or outcomes to identify these forward-looking
statements. Our forward-looking statements are based on current beliefs and expectations of our management team that involve risks, potential
changes in circumstances, assumptions, and uncertainties. Any or all of the forward-looking statements may turn out to be wrong or be
affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. These forward-looking statements are
subject to risks and uncertainties including risks related to the success and timing of our clinical trials or other studies, risks associated
with the coronavirus pandemic and the other risks set forth in our filings with the U.S. Securities and Exchange Commission. For all these
reasons, actual results and developments could be materially different from those expressed in or implied by our forward-looking statements.
You are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of this press release.
We undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
Source: Aprea Therapeutics, Inc.
Sr. Vice President and Chief Financial Officer
Sr. Vice President and Chief Operating Officer
Aprea Therapeutics, Inc.
Condensed Consolidated Balance Sheets
| March 31, 2022 | December 31, 2021 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 47,651,774 | $ | 53,076,052 | ||||
| Prepaid expenses and other current assets | 2,393,096 | 3,508,358 | ||||||
| Total current assets | 50,044,870 | 56,584,410 | ||||||
| Property and equipment, net | 20,587 | 23,870 | ||||||
| Right of use lease and other noncurrent assets | 271,552 | 215,183 | ||||||
| Total assets | $ | 50,337,009 | $ | 56,823,463 | ||||
| Liabilities and Stockholders' Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 1,988,007 | $ | 1,773,032 | ||||
| Accrued expenses | 4,512,616 | 5,352,996 | ||||||
| Lease liability-current | 219,499 | 190,471 | ||||||
| Total current liabilities | 6,720,122 | 7,316,499 | ||||||
| Lease liability-noncurrent | 28,061 | -- | ||||||
| Total liabilities | 6,748,183 | 7,316,499 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders' equity: | ||||||||
| Common stock, par value $0.001; 21,974,302 and 21,859,413 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively. | 21,974 | 21,859 | ||||||
| Additional paid-in capital | 243,062,384 | 240,978,439 | ||||||
| Accumulated other comprehensive loss | (10,424,461 | ) | (10,358,956 | ) | ||||
| Accumulated deficit | (189,071,071 | ) | (181,134,378 | ) | ||||
| Total stockholders' equity | 43,588,826 | 49,506,964 | ||||||
| Total liabilities and stockholders' equity | $ | 50,337,009 | $ | 56,823,463 |
Aprea Therapeutics, Inc.