Aprea Therapeutics, Inc. ownership disclosure: a group of Soleus-related entities and Guy Levy report shared beneficial ownership of 1,271,080 shares of Common Stock, representing 9.99% of the class. The percentage is calculated using 11,452,452 shares outstanding as of March 16, 2026.
The reported shares consist of Common Stock issuable upon exercise of pre-funded warrants and common warrants held by Soleus funds; multiple Soleus entities disclaim beneficial ownership except for Section 13(d) purposes.
Positive
None.
Negative
None.
Key Figures
Reported shares:1,271,080 sharesPercent of class:9.99%Shares outstanding base:11,452,452 shares+2 more
5 metrics
Reported shares1,271,080 sharesCommon Stock issuable upon exercise of warrants
Percent of class9.99%Calculated using 11,452,452 shares outstanding
Shares outstanding base11,452,452 sharesShares outstanding as of March 16, 2026 (Form 10-K cover)
Shared voting power1,271,080 sharesShared voting power reported across Soleus entities and Guy Levy
Filing date / signature04/01/2026Schedule 13G signed by Guy Levy
"issuable upon the exercise of pre-funded warrants to purchase shares"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
shared voting powerregulatory
"Shared Voting Power 1,271,080.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
beneficial ownership limitationsregulatory
"maximum number of shares that may be held by the reporting persons as a result of the beneficial ownership limitations"
Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.
Section 13(d)regulatory
"for the purpose of determining their obligations under Section 13(d) of the Securities Exchange Act"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Aprea Therapeutics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
03836J102
(CUSIP Number)
04/01/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
03836J102
1
Names of Reporting Persons
Soleus Private Equity Fund III, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,271,080.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,271,080.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,271,080.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
PN
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
CUSIP Number(s):
03836J102
1
Names of Reporting Persons
Soleus Private Equity GP III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,271,080.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,271,080.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,271,080.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
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
CUSIP Number(s):
03836J102
1
Names of Reporting Persons
Soleus PE GP III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,271,080.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,271,080.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,271,080.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
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
CUSIP Number(s):
03836J102
1
Names of Reporting Persons
Soleus Capital Master Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,271,080.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,271,080.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,271,080.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
FI
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
CUSIP Number(s):
03836J102
1
Names of Reporting Persons
Soleus Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,271,080.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,271,080.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,271,080.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
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
CUSIP Number(s):
03836J102
1
Names of Reporting Persons
Soleus Capital Group, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,271,080.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,271,080.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,271,080.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
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
CUSIP Number(s):
03836J102
1
Names of Reporting Persons
Soleus Capital Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,271,080.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,271,080.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,271,080.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
PN
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
CUSIP Number(s):
03836J102
1
Names of Reporting Persons
Soleus GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,271,080.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,271,080.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,271,080.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
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
CUSIP Number(s):
03836J102
1
Names of Reporting Persons
Guy Levy
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,271,080.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,271,080.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,271,080.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IN
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
Item 1.
(a)
Name of issuer:
Aprea Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
3805 Old Easton Road, Doylestown, PA 18902
Item 2.
(a)
Name of person filing:
Soleus Private Equity GP III, LLC
Soleus Private Equity Fund III, L.P.
Soleus PE GP III, LLC
Soleus Capital Master Fund, L.P.
Soleus Capital, LLC
Soleus Capital Group, LLC
Soleus Capital Management, L.P.
Soleus GP, LLC
Guy Levy
(b)
Address or principal business office or, if none, residence:
Soleus Private Equity GP III, LLC 100 Field Point Road, Suite 200 Greenwich, CT 06830
Soleus Private Equity Fund III, L.P. 100 Field Point Road, Suite 200 Greenwich, CT 06830
Soleus PE GP III, LLC 100 Field Point Road, Suite 200 Greenwich, CT 06830
Soleus Capital Master Fund, L.P. 100 Field Point Road, Suite 200 Greenwich, CT 06830
Soleus Capital, LLC 100 Field Point Road, Suite 200 Greenwich, CT 06830
Soleus Capital Group, LLC 100 Field Point Road, Suite 200 Greenwich, CT 06830
Soleus Capital Management, L.P. 100 Field Point Road, Suite 200 Greenwich, CT 06830
Soleus GP, LLC 100 Field Point Road, Suite 200 Greenwich, CT 06830
Guy Levy c/o Soleus Capital Management, L.P. 100 Field Point Road, Suite 200 Greenwich, CT 06830
(c)
Citizenship:
Soleus Private Equity GP III, LLC - Delaware
Soleus Private Equity Fund III, L.P. - Delaware
Soleus PE GP III, LLC - Delaware
Soleus Capital Master Fund, L.P. - Cayman Islands
Soleus Capital, LLC - Delaware
Soleus Capital Group, LLC - Delaware
Soleus Capital Management, L.P. - Delaware
Soleus GP, LLC - Delaware
Guy Levy - United States
(d)
Title of class of securities:
Common Stock
(e)
CUSIP Number(s):
03836J102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information in rows 5 through 9 and 11 on the cover pages to this Schedule 13G, including the footnotes thereto, is hereby incorporated by reference.
Soleus Private Equity GP III, LLC - 1,271,080
Soleus Private Equity Fund III, L.P. - 1,271,080
Soleus PE GP III, LLC - 1,271,080
Soleus Capital Master Fund, L.P. - 1,271,080
Soleus Capital, LLC - 1,271,080
Soleus Capital Group, LLC - 1,271,080
Soleus Capital Management, L.P. - 1,271,080
Soleus GP, LLC - 1,271,080
Guy Levy - 1,271,080
(b)
Percent of class:
Soleus Private Equity GP III, LLC - 9.99%
Soleus Private Equity Fund III, L.P. - 9.99%
Soleus PE GP III, LLC - 9.99%
Soleus Capital Master Fund, L.P. - 9.99%
Soleus Capital, LLC - 9.99%
Soleus Capital Group, LLC - 9.99%
Soleus Capital Management, L.P. - 9.99%
Soleus GP, LLC - 9.99%
Guy Levy - 9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
Soleus Private Equity GP III, LLC - 1,271,080
Soleus Private Equity Fund III, L.P. - 1,271,080
Soleus PE GP III, LLC - 1,271,080
Soleus Capital Master Fund, L.P. - 1,271,080
Soleus Capital, LLC - 1,271,080
Soleus Capital Group, LLC - 1,271,080
Soleus Capital Management, L.P. - 1,271,080
Soleus GP, LLC - 1,271,080
Guy Levy - 1,271,080
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
Soleus Private Equity GP III, LLC - 1,271,080
Soleus Private Equity Fund III, L.P. - 1,271,080
Soleus PE GP III, LLC - 1,271,080
Soleus Capital Master Fund, L.P. - 1,271,080
Soleus Capital, LLC - 1,271,080
Soleus Capital Group, LLC - 1,271,080
Soleus Capital Management, L.P. - 1,271,080
Soleus GP, LLC - 1,271,080
Guy Levy - 1,271,080
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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)
Soleus-related entities and Guy Levy report beneficial ownership of 1,271,080 shares, equal to 9.99% of Aprea's common stock. This percentage is calculated using 11,452,452 shares outstanding as of March 16, 2026 from the Form 10-K cover.
Are the Soleus-held shares ordinary shares or exercisable securities?
The reported shares are Common Stock issuable upon exercise of pre-funded warrants and common warrants held by Soleus funds. The filing states the numbers reflect maximum shares allowed under the warrants' beneficial ownership limits.
Who in the Soleus group exercises voting or dispositive power over the APRE shares?
The filing shows 0 sole voting or dispositive power and 1,271,080 shared voting and dispositive power across the Soleus entities and Guy Levy, reflecting joint control through fund and manager structures.
Does Guy Levy personally claim beneficial ownership?
Guy Levy is listed with 1,271,080 shares (9.99%) but the filing contains disclaimers: Soleus entities and Mr. Levy disclaim beneficial ownership of the shares held by the funds except for Section 13(d) reporting purposes.
What outstanding-share base was used to compute the 9.99% figure?
The percentage is based on 11,452,452 shares outstanding as of March 16, 2026, cited from the cover of Aprea's Form 10-K for the fiscal year ended December 31, 2025.
