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CORRESP
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 APREA THERAPEUTICS,
INC.

 3805 Old Easton Road

 Doylestown, PA 18902

 April 27, 2026

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Doris Stacey Gama

 Re:
 Aprea Therapeutics, Inc.

 Registration Statement on Form S-3

 File No. 333-295247

 Request for Acceleration

 Ladies and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Aprea Therapeutics, Inc. (the " Registrant ") hereby
requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-295247), so
that it may become effective at 5:00 p.m. Eastern Time on April 29, 2026, or as soon as practicable thereafter, or at such later time
as the Registrant or its counsel may orally request via telephone call to the staff.

 The
cooperation of the staff in meeting the timetable described above is very much appreciated.

 Please
call Patrick O'Malley, Esq. of DLA Piper LLP (US), counsel to the Company, at (206) 839-4831, with any comments or questions
regarding the Registration Statement.

 Very truly yours,

 APREA THERAPEUTICS, INC.

 By:
 /s/ Oren Gilad

 Name:
 Oren Gilad

 Title:
 Chief Executive Officer

 cc:
 Fahd Riaz, Esq., DLA Piper LLP (US)

 Dylan Caplan, Esq., DLA Piper LLP (US)

April 27, 2026
Oren Gilad
Chief Executive Officer
Aprea Therapeutics, Inc.
3805 Old Easton Road
Doylestown, PA 18902
Re: Aprea Therapeutics, Inc.
Registration Statement on Form S-3
Filed April 22, 2026
File No. 333-295247
Dear Oren Gilad:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Patrick O'Malley, Esq.

CORRESP
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APREA THERAPEUTICS, INC.

3805 Old Easton Road

Doylestown, PA 18902

April 25, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Chris Edwards

    Re:
    Aprea Therapeutics, Inc.

    Registration Statement on Form S-3

    File No. 333-278485

    Request for Acceleration

Ladies and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Aprea Therapeutics, Inc. (the “Registrant”)
hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-278485), so
that it may become effective at 4:30 p.m. Eastern Time on April 29, 2024, or as soon as practicable thereafter, or at such later
time as the Registrant or its counsel may orally request via telephone call to the staff.

The
cooperation of the staff in meeting the timetable described above is very much appreciated.

Please
call Fahd Riaz, Esq. of DLA Piper LLP (US), counsel to the Company, at (215) 656-3316, with any comments or questions regarding
the Registration Statement.

    Very truly yours,

    APREA THERAPEUTICS, INC.

    By:
    /s/ Oren Gilad           

    Name:
    Oren Gilad                            

    Title:
    Chief Executive Officer

    cc:
    Patrick O’Malley, Esq., DLA Piper LLP (US)

    Dylan Caplan, Esq., DLA Piper LLP (US)

United States securities and exchange commission logo
April 8, 2024
Oren Gilad, Ph.D.
President and Chief Executive Officer
Aprea Therapeutics, Inc.
3805 Old Easton Road
Doylestown, PA 18902
Re:Aprea Therapeutics, Inc.
Registration Statement on Form S-3
Filed April 3, 2024
File No. 333-278485
Dear Oren Gilad:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Fahd M.T. Riaz, Esq.

CORRESP
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Aprea Therapeutics,
Inc.

3805 Old Easton Road

Doylestown, PA 18902

January 31, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Chris Edwards

    RE:
    Aprea Therapeutics,
Inc.

    Registration Statement on Form S-3

    Filed January 26, 2024

    File No. 333-276702

    Acceleration Request

Dear Mr. Edwards:

With respect to the above-referenced
Registration Statement on Form S-3 (the “Registration Statement”), and pursuant to Rule 461 of Regulation C promulgated
under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests, on behalf of Aprea Therapeutics, Inc.
(the “Company”), that the Securities and Exchange Commission (the “Commission”) accelerate the effective date
of the Registration Statement to Friday, February 2, 2024, at 4:00 p.m. Eastern Time, or as soon as practicable thereafter, unless we
or our outside counsel, DLA Piper LLP (US), request by telephone that such Registration Statement be declared effective at some other
time.

The cooperation of the
staff in meeting the timetable described above is very much appreciated.

Please call Fahd Riaz
of DLA Piper LLP (US), counsel to the Company, at (215) 656-3316, with any comments or questions regarding the Registration Statement.

    Very truly yours,

    Aprea Therapeutics, Inc.

    /s/ Oren Gilad

    Oren Gilad, Ph.D.

    Chief Executive Officer

    cc:
    Patrick O’Malley, Esq., DLA Piper LLP (US)

Dylan Caplan, Esq., DLA
Piper LLP (US)

United States securities and exchange commission logo
January 30, 2024
Oren Gilad, Ph.D.
President and Chief Executive Officer
Aprea Therapeutics, Inc.
3805 Old Easton Road
Doylestown, PA 18902
Re:Aprea Therapeutics, Inc.
Registration Statement on Form S-3
Filed January 26, 2024
File No. 333-276702
Dear Oren Gilad:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Fahd M.T. Riaz, Esq.

CORRESP
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November 25, 2020

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention: Jason Drory

    Re:
    Acceleration Request for Aprea Therapeutics, Inc.

    Registration Statement on Form S-3 (File No. 333-250041)

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Aprea Therapeutics, Inc. (the “Company”), hereby
requests that the effective date of the Company’s Registration Statement on Form S-3, Registration Number 333-250041 (the
“Registration Statement”) be accelerated so that the Company’s Registration Statement will become
effective at 4:00 P.M., Eastern Time or as soon thereafter as practicable, on November 30, 2020, or
at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation
Finance of the U.S. Securities and Exchange Commission.

[Signature
Page Immediately Follows]

We
would appreciate it if, as soon as the Registration Statement is declared effective, you would so inform Istvan A. Hajdu
of Sidley Austin LLP at (212) 839-5651.

    Very truly yours,

    /s/ Christian S. Schade

    Christian S. Schade

    Chief Executive Officer

    cc:
    Scott M. Coiante, Aprea Therapeutics, Inc.

    Geoffrey W. Levin, Sidley Austin LLP

    Istvan A. Hajdu, Sidley Austin LLP

United States securities and exchange commission logo
November 18, 2020
Christian Schade
Chairman and Chief Executive Officer
Aprea Therapeutics, Inc.
535 Boylston Street
Boston, MA 02116
Re:Aprea Therapeutics, Inc.
Registration Statement on Form S-3
Filed November 12, 2020
File No. 333-250041
Dear Mr. Schade:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason L. Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Istvan A. Hajdu, Esq.

CORRESP
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September 30, 2019

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:                                         Sonia Bednarowski

Dietrich King

Keira Nakada

Kevin Vaughn

Re:                   Acceleration Request for Aprea Therapeutics, Inc.

Registration Statement on Form S-1 (File No. 333-233662)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Aprea Therapeutics, Inc. (the “Company”), hereby requests that the effective date of the Company’s Registration Statement on Form S-1, Registration Number 333-233662 (the “Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 4:00 P.M., Eastern Time or as soon thereafter as practicable, on October 2, 2019, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.

[Signature Page Immediately Follows]

We would appreciated it if, as soon as the Registration Statement is declared effective, you would so inform Istvan A. Hajdu of Sidley Austin LLP at (212) 839-5651.

Very truly yours,

/s/ Christian S. Schade

Christian S. Schade

Chief Executive Officer

cc:

Scott M. Coiante, Aprea   Therapeutics, Inc.

Geoffrey W. Levin,   Sidley Austin LLP

Samir A. Gandhi, Sidley   Austin LLP

Istvan A. Hajdu, Sidley   Austin LLP

Richard D.   Truesdell, Jr., Davis Polk & Wardwell LLP

Derek Dostal, Davis   Polk & Wardwell LLP

CORRESP
1
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September 30, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:                                         Sonia Bednarowski

Dietrich King

Keira Nakada

Kevin Vaughn

Re:                   Acceleration Request for Aprea Therapeutics, Inc.

Registration Statement on Form S-1 (File No. 333-233662)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters (the “Underwriters”), hereby join in the request of Aprea Therapeutics, Inc. (the “Company”) with respect to the effective time of the above-referenced Registration Statement so that it will become effective at 4:00 P.M., Eastern Time or as soon thereafter as practicable, on October 2, 2019, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission

In connection with this acceleration request and pursuant to Rule 460 under the Act, please be advised that, during the period from September 23, 2019 to the date of this letter, we have effected the distribution of approximately 1,860 copies of the preliminary prospectus, dated September 23, 2019, to prospective underwriters, dealers, institutions, and others.

We were advised on September 13, 2019 by the Corporate Financing Department of the Financial Industry Regulatory Authority that it has reviewed the above-captioned proposed offering and that it has determined to raise no objections with respect to the fairness of the terms and arrangements of the offering.

We, the undersigned, as representatives of the several Underwriters, have complied and will comply, and we have been informed by the participating Underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

Very truly yours,

J.P.   MORGAN SECURITIES LLC

MORGAN   STANLEY & CO. LLC

RBC   CAPITAL MARKETS, LLC

on   behalf of themselves and as representatives of the Underwriters

J.P.   MORGAN SECURITIES LLC

By:

/s/ Benjamin Burdett

Name:Benjamin Burdett

Title:  Managing   Director

MORGAN   STANLEY & CO. LLC

By:

/s/ Kalli Dircks

Name:Kalli Dircks

Title:  Executive   Director

RBC   CAPITAL MARKETS, LLC

By:

/s/ Jennifer Caruso

Name:Jennifer Caruso

Title:  Managing   Director

[Signature Page to Underwriters’ Acceleration Request Letter]

CORRESP
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SIDLEY AUSTIN LLP

787 SEVENTH AVENUE

NEW YORK, NY 10019

+1 212 839 5300

+1 212 839 5599 FAX

AMERICA  ·  ASIA PACIFIC  ·  EUROPE

GLEVIN@SIDLEY.COM

+1 212 839 5776

September 25, 2019

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

100 F Street, N.E.

Washington, D.C.  20549-3720

Attention:

Sonia Bednarowski

Dietrich King

Keira Nakada

Kevin Vaughn

Re:                             Aprea Therapeutics, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed September 23, 2019

File No. 333-233662

Ladies and Gentlemen:

On behalf of our client, Aprea Therapeutics, Inc. (the “Company”), we submit this letter (the “Letter”) in response to comments received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) by letter dated September 24, 2019 (the “Comment Letter”), relating to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-233662) (the “Registration Statement”), filed with the Commission on September 23, 2019.  We are concurrently submitting via EDGAR this letter and a second amendment to the Registration Statement.

In this Letter, we have recited the prior comment from the Staff in italicized, bold type and have followed the comment with the Company’s response in ordinary type.

Exhibits and financial statement schedules

Exhibits

Exhibit 10.3, page II-4

1.                                      We note your disclosure in Exhibit 10.3 that “[c]ertain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.” If you intend to redact information pursuant to Item 601(b) of Regulation S-K, please revise the language in Exhibit 10.3 to state that certain identified information has been

Sidley Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

The Company respectfully advises the Staff that it has revised the language in Exhibit 10.3 to state that certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Furthermore, the Company respectfully advises the Staff that it has removed the inadvertently-inserted brackets from certain “***” on page 7 of Exhibit 10.3 because such “***” were included in the body of the original agreement and are not representative of redactions being made by the Company.

*       *       *       *       *

2

We thank you in advance for your consideration of the foregoing. If you have any questions, please direct them to me at (212) 839-5776 or glevin@sidley.com or, alternatively, Istvan Hajdu at (212) 839-5651 or ihajdu@sidley.com.

Very   truly yours,

/s/   Geoffrey Levin

Geoffrey   W. Levin

cc:

Christian   S. Schade, Aprea Therapeutics, Inc.

Samir   A. Gandhi, Sidley Austin LLP

Istvan   A. Hajdu, Sidley Austin LLP

Richard   D. Truesdell, Jr., Davis Polk & Wardwell LLP

Derek   Dostal, Davis Polk & Wardwell LLP

3

September 24, 2019
Christian Schade
Chief Executive Officer
Aprea Therapeutics, Inc.
535 Boylston Street
Boston, MA 02116
Re:Aprea Therapeutics, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 23, 2019
File No. 333-233662
Dear Mr. Schade:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Exhibits and financial statement schedules
Exhibits
Exhibit 10.3, page II-4
1.We note your disclosure in Exhibit 10.3 that "[c]ertain information in this document has
been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions."  If you
intend to redact information pursuant to Item 601(b) of Regulation S-K, please revise the
language in Exhibit 10.3 to state that certain identified information has been excluded
from the exhibit because it is both (i) not material and (ii) would be competitively harmful
if publicly disclosed.

 FirstName LastNameChristian Schade
 Comapany NameAprea Therapeutics, Inc.
 September 24, 2019 Page 2
 FirstName LastName
Christian Schade
Aprea Therapeutics, Inc.
September 24, 2019
Page 2
            You may contact Keira Nakada at 202-551-3659 or Kevin Vaughn at 202-551-3494 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski at 202-551-3666 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

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SIDLEY AUSTIN LLP

787 SEVENTH AVENUE

NEW YORK, NY 10019

+1 212 839 5300

+1 212 839 5599 FAX

AMERICA  ·    ASIA PACIFIC  ·    EUROPE

GLEVIN@SIDLEY.COM

+1 212 839 5776

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

September 16, 2019

Via EDGAR and Hand Delivery

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

100 F Street, N.E.

Washington, D.C.  20549-3720

Attention:

Sonia Bednarowski

Dietrich King

FOIA   Confidential Treatment

Keira Nakada

Requested   Under 17 C.F.R. § 200.83

Kevin Vaughn

Re:                             Aprea Therapeutics, Inc.

Registration Statement on Form S-1 (File No. 333-233662)

Ladies and Gentlemen:

On behalf of our client, Aprea Therapeutics, Inc., we submit this letter (this “Letter”) in response to comments received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) by letter dated August 8, 2019 (the “Comment Letter”), relating to the Company’s Registration Statement on Form S-1 (File No. 333-233662), originally confidentially submitted to the Commission on July 12, 2019 and filed with the Commission on September 6, 2019 (the “Registration Statement”).  We are providing this Letter on the basis of information provided to us by the Company.  The Company would like to begin marketing its initial public offering on Monday, September 23, 2019, subject, of course, to the timing of the completion of the Staff’s review. The purpose of this Letter is to respond to Comment #11 of the Comment Letter. References to the “Company” in this Letter refer to Aprea Therapeutics, Inc. and

CONFIDENTIAL TREATMENT REQUESTED BY

APREA THERAPEUTICS, INC.

Sidley Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

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its consolidated subsidiaries, after giving effect to the Holdco Reorganization (as defined in the Registration Statement), and to Aprea Therapeutics AB and its consolidated subsidiaries prior to giving effect to the Holdco Reorganization.

We are respectfully requesting confidential treatment for certain portions of this Letter pursuant to Rule 83 promulgated by the Commission, 17 C.F.R. §200.83.  This Letter is accompanied by such request for confidential treatment because of the commercially sensitive nature of the information discussed in this Letter.  A redacted letter will be filed on EDGAR, omitting the confidential information contained in this Letter.

In this Letter, we have recited the prior comment from the Staff in italicized, bold type and have followed the comment with the Company’s response in ordinary type.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Stock-based compensation, page 89

11.                               Once you have an estimated offering price or range, please explain to us how you determined the fair value of the common stock underlying your equity issuances and the reasons for any differences between the recent valuations of your common stock leading up to the initial public offering and the estimated offering price. This information will help facilitate our review of your accounting for equity issuances including stock compensation and beneficial conversion features.

The Company expects to include an anticipated price range in an amendment to the Registration Statement that would be filed shortly before the commencement of the road show for the initial public offering (the “IPO”), which the Company anticipates could commence as soon as September 23, 2019. That price range will be subject to then-current market conditions, continuing discussions with J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC (the “Underwriters”) and any other factors affecting the Company or the proposed offering.

Valuation Guidance

The Company supplementally advises the Staff that, while currently not reflected in the Registration Statement, based on discussions with the Company’s board of directors (the “Board”) and in consultation with the Underwriters, if the Company were to commence marketing of an IPO raising $[***] million in aggregate offering amount today, the Company presently anticipates that the estimated pre-offering equity value at its IPO would range from $[***] million to $[***] million, implying a price range of $[***] to $[***] per share (post-stock split ($[***] to $[***] per share pre-stock split)) for the Company’s common stock (the “Preliminary IPO Price Range”), with a midpoint of the anticipated range of $[***] per share (post-stock split) (the

2

“Preliminary Assumed IPO Price”). The Preliminary IPO Price Range and Preliminary Assumed IPO Price reflect the expected corporate reorganization referenced under the heading “Corporate Reorganization” on page 79 of the prospectus forming part of the Registration Statement, which will take effect prior to the completion of the IPO (the “Corporate Reorganization”). Please note that unless otherwise indicated, the per share amounts and share amounts in this letter reflect the impact of an anticipated 1-for-[***] split of its common stock that the Company plans to effect following the Corporate Reorganization but prior to the completion of the IPO.

The Preliminary IPO Price Range is based on a number of factors, including the market environment for the pharmaceutical and biotechnology industry, especially with respect to initial public offerings, estimates of the Company’s future prospects, the general condition of the securities markets, and preliminary discussions with the Underwriters regarding potential valuations of the Company.  For consistency with the Registration Statement, all data in this letter, unless otherwise indicated, is reflected on a pre-Corporate Reorganization (and thus pre-stock split) basis. The actual bona fide price range to be included in the “red herring” preliminary prospectus in a subsequent amendment to the Registration Statement has not yet been determined and remains subject to adjustment based on factors outside of the Company’s control. However, the Company believes that the actual bona fide price range will be within the Preliminary IPO Price Range.  In addition, the actual price range to be included in such amendment will comply with the Staff’s interpretive guidance regarding the parameters of a bona fide price range.

Previously Provided Information Concerning Fair Value of Common Stock

The section captioned “Critical Accounting Policies and Use of Estimates—Stock-based compensation” beginning on page 92 in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the Registration Statement includes an explanation of (i) the Company’s approach to accounting for stock-based compensation and (ii) the methodology used by the Company to determine the fair value of its common stock on the dates that options were granted by the Board. The assumptions used for estimating the weighted average fair value of the Company’s option grants using a Black-Scholes option-pricing model are set forth in Note 10 of the Audited Consolidated Financial Statements of Aprea Therapeutics AB and the Condensed Consolidated Unaudited Interim Financial Statements of Aprea Therapeutics AB included in the Registration Statement. The Company and the Board have consistently sought to comply with the form and substance of the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “AICPA Practice Aid”). The Company obtained independent valuations performed in accordance with the AICPA Practice Aid from an independent valuation firm and acted in good faith to ensure that relevant business developments were taken into account in making valuation determinations.  The discussion that follows describes certain stock-based compensation grants made within the 12 months prior to the date of the original confidential submission of the Company’s Registration Statement to the Commission.

3

Stock Option Grants and Common Stock Valuation

As stated in the Registration Statement, the Company has granted stock-based awards, consisting of stock options, to its employees and certain members of its board of directors. The Company measures stock-based compensation expense for stock options granted to its employees and directors on the date of grant and recognizes the corresponding compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award.

The Registration Statement describes the Company’s use of the Black-Scholes option-pricing model for the purpose of calculating the fair value of the stock options. In the preceding twelve months, equity awards were granted and the Company’s board of directors, with input from management, determined the fair value of the Company’s common stock to be $1.62 per share (pre-stock split) as of July 31, 2018, $5.11 per share (pre-stock split) as of February 28, 2019 and $17.57 per share (pre-stock split) as of August 8, 2019, after considering valuation reports from an independent third-party valuation specialist as of October 2, 2017, December 31, 2018 and July 15, 2019, respectively, as well as the other objective and subjective factors described in the Registration Statement. Set forth below in this letter is a discussion of each common stock valuation and the option grants in the preceding twelve months, along with a comparison of the fair value of the Company’s common stock from July 31, 2018 to the Preliminary Assumed IPO Price.

The following table presents a summary of equity awards in the preceding twelve months:

Grant Date

Shares of Common
   Stock Subject to
   Options Granted

Effective Date
   of 409A
   Valuation

Fair Value of Common Stock
   on Effective Date of 409A
   Valuation

Fair Value of Common Stock
   on Grant Date

Exercise Price of Options

Pre-Stock Split

Post-Stock Split

Pre-Stock Split

Post-Stock Split

Pre-Stock Split

Post-Stock Split

7/31/2018

15,000

10/2/2017

$

1.62

$

[***]

$

1.62

$

[***]

$

1.62

$

[***]

2/28/2019

613,650

12/31/2018

$

5.11

$

[***]

$

5.11

$

[***]

$

5.11

$

[***]

8/8/2019

129,850

7/15/2019

$

17.57

$

[***]

$

17.57

$

[***]

$

17.57

$

[***]

October 2, 2017 Valuation

In preparing the October 2, 2017 valuation of its Common Stock, the Company determined the enterprise value using the Market Approach with Option Pricing Method (“OPM”) based on the then-recent Series B Preferred transaction. Management concluded that the use of the Series B preferred stock transaction supported this methodology since the willingness of existing investors to invest new money into the Company demonstrated that the transaction was indicative of

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enterprise value.  The resulting estimated fair value of the Company’s common stock was $1.62 per share (pre-stock split).

Under the OPM, the Company used a back-solve method so that the enterprise value equaled the contemplated value of the Company determined by the Series B preferred stock financing transaction with both existing and new third-party investors, the first tranche of which closed in March of 2016 and the second tranche of which closed in October 2017. The discount for lack of marketability (“DLOM”) of [***]% applied was derived from the then-current estimates of the time to a liquidity event made by the Company’s senior management.

July 31, 2018 Grants

On July 31, 2018, the Company’s board of directors determined that the fair value of the Company’s common stock was $1.62 per share (pre-stock split) in consideration of the valuation analysis as of October 2, 2017 and the other objective and subjective factors described in the Registration Statement. As part of this determination, the Company’s board of directors concluded that no significant internal or external value-generating events had taken place between the October 2, 2017 valuation date and the grant date listed above.

December 31, 2018 Valuation

In preparing the December 31, 2018 valuation of the Company’s Common Stock, the independent third-party valuation firm used the Hybrid Approach with OPM and determined the enterprise value using a merger and acquisition (“M&A”) scenario and an IPO scenario. Both the M&A and the IPO scenarios enterprise values were based on the recent Series C Preferred transaction consummated in November 2018. Management concluded that the use of the Series C preferred stock transaction supported this methodology since the willingness of current and two new non-affiliated investors to invest new money into the Company demonstrated that the transaction was indicative of enterprise value.  The IPO scenario was assigned a weight of [***]% reflecting that management had begun its initial consideration of an IPO and the M&A scenario was assigned a weight of [***]%.  The resulting estimated fair value of the Company’s common stock was $5.11 per share (pre-stock split).

A DLOM of [***]% was applied to the M&A scenario and a weighted average cost of capital (“WACC”) of [***]% and DLOM of [***]% was applied to the IPO scenario. The DLOMs used for both scenarios were derived from the then-current estimates of the time to the liquidity events made by the Company’s senior management.

February 28, 2019 Grants

On February 28, 2019, the Company’s board of directors determined that the fair value of the Company’s common stock was $5.11 per share (pre-stock split) in consideration of the valuation

5

analysis as of December 31, 2018 and the other objective and subjective factors described in the Registration Statement, including the investment by another new non-affiliated investor in the Series C preferred stock in February 2019 at the same price as the November 2018 transaction. As part of this determination, the Company’s board of directors concluded that no significant internal or external value-generating events had taken place between the December 31, 2018 valuation date and the grant date listed above.

July 15, 2019 Valuation

In preparing the July 15, 2019 valuation of the Company’s Common Stock, the independent third-party valuation firm used the Hybrid Approach with OPM and determined the enterprise value using a M&A scenario and an IPO scenario. The M&A scenario enterprise value was based on the guideline transactions (between the median and 25th percentile) and the IPO scenario enterprise value was based on recent industry IPO transactions (between the median and 75th percentile). The IPO scenario was assigned a weight of [***]% reflecting that the Company had held the organizational meeting on June 19, 2019 and confidentially submitted to the Commission its Registration Statement on Form S-1 on July 12, 2019 and the M&A scenario was assigned a weight of [***]%. As part of this determination, the Company’s board of directors noted the following significant developments between the February 28, 2019 grants and the July 15, 2019 valuation date: (a) the probability of an initial public offering increased from [***]% at December 31, 2018 to [***]% at July 15, 2019, (b) the Company had received preliminary topline results from its Phase 1b/2 Trial in MDS and AML and (c) the Company had made significant process in enrollment of its pivotal Phase 3 clinical trial. The resulting estimated fair value of the Company’s common stock was $17.57 per share (pre-stock split) taking into consideration, among other factors, that, under a M&A scenario, the common stock only has value if the funds avail

August 8, 2019
Christian Schade
Chief Executive Officer
Aprea Therapeutics, Inc.
535 Boylston Street
Boston, MA 02116
Re:Aprea Therapeutics, Inc.
Draft Registration Statement on Form S-1
Submitted July 12, 2019
CIK No. 0001781983
Dear Mr. Schade:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Prospectus Summary
Aprea Therapeutics overview, page 1
1.Please delete your reference to "first-in-class" throughout your registration statement as it
implies the product candidate will be approved by the FDA or foreign regulatory body.
2.We note your disclosure on page 1 that your Phase 3 clinical trial is supported by data
from an ongoing "investigator initiated" clinical trial and your disclosure in your chart on
page 2 that indicates two "investigator initiated" trials.  Please identify the investigators in
these trials here, and expand your disclosure to explain how an "investigator initiated
clinical trial" differs from a trial sponsored by the company.  Also, on page 4, you state
that you are "supporting" investigator initiated clinical trials.  Please describe the

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material terms of your agreements with the investigators so that investors understand the
nature of your support, and file the agreements as exhibits to your registration statement if
required by Item 601 of Regulation S-K.
3.We note your disclosure on page 1 that you are seeking approval for APR-246 from the
EMA as well as the FDA.  Please revise your chart to indicate which trials are being
conducted pursuant to an IND with the FDA and which are being conducted in connection
with seeking approval from the EMA.
4.We not your disclosure on page 2 regarding results from preclinical studies of APR-246.
As APR-246 is in clinical trials, please limit the prospectus summary discussion of your
results to a description of the clinical trials.  To the extent that you do discuss preclinical
studies in your prospectus summary, please disclose a summary of the number and types
of tests conducted as well as quantitative information regarding the range of results
observed.
Implications of being an emerging growth company, page 6
5.Please provide us with copies of all written communications, as defined in Rule 405 under
the Securities Act, that you, or anyone authorized to do so on your behalf, present to
potential investors in reliance on Section 5(d) of the Securities Act, whether or not they
retain copies of the communications.
Risk Factors
Risks related to the discovery, development and commercialization of our product candidates
If serious adverse or unacceptable side effects are identified, page 16
6.We note your disclosure on page 17 that "[m]uliple patients . . . have experienced adverse
events."  Please clarify whether any of these adverse events are serious adverse events,
and, if so, the number and percentage of patients that experienced such serious adverse
events.
Risks related to our intellectual property
Our proprietary position for APR-246 depends upon patents that consist of method-of-use, page
35
7.We note your disclosure on page 35 that the chemical structure of APR-246 is in the
public domain and that you do not own or license and will not in the future own or license
any composition of matter patents claiming the compound of APR-246.  Please revise
your prospectus summary to state that APR-246 is in the public domain and provide a
summary of the potential effect this could have on your business.

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We are an "emerging growth company," and the reduced disclosure requirements applicable to
emerging growth companies..., page 69
8.You disclose that the JOBS Act provides for the option for emerging growth companies
(EGCs) to delay adopting certain accounting guidance.  Please revise this section, as well
as your disclosure about being an EGC elsewhere in your document including page 7, to
definitively confirm whether you have elected to avail yourself of this option.  If you have
elected to avail yourself of that delay, revise this risk factor to discuss the implications.
Risks related to our common stock and this offering
Our certificate of incorporation that will become effective, page 72
9.We note your disclosure here and on page 171 that your certificate of incorporation will
contain an exclusive forum provision.  Please disclose whether this provision applies to
actions arising under the Securities Act or Exchange Act.  If these provisions do not apply
to actions arising under the Securities Act or the Exchange Act, please ensure that the
exclusive forum provision in the certificate of incorporation and your disclosure regarding
the provision in the prospectus state this clearly.  If the provision does apply to actions
arising under the federal securities laws, please disclose that investors cannot waive
compliance with the federal securities laws and the rules and regulations thereunder.  In
addition, file a copy of your certificate of incorporation with your next amendment or tell
us when you plan to do so.  Note that we may have further comment after review of this
document and your revised disclosure.
Use of Proceeds, page 75
10.Please disclose the amount of the proceeds you intend to use for each of the specified
purposes as well as how far in the specified clinical trials, the research related to APR-246
and the research related to your platform and other programs the proceeds will allow you
to reach.  If you do not believe that the anticipated proceeds will be sufficient to complete
all of the proposed purposes, please disclose an estimate of the additional funds needed
and the sources of such funds.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Stock-based compensation, page 89
11.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances and the
reasons for any differences between the recent valuations of your common stock leading
up to the initial public offering and the estimated offering price. This information will help
facilitate our review of your accounting for equity issuances including stock compensation
and beneficial conversion features.

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August 8, 2019
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Business
Our approach
Our approach to re-activating p53, page 102
12.Please remove conclusory statements regarding the results of your preclinical studies here
and throughout the prospectus.  Instead, when disclosing observed results of your
preclinical studies, please disclose the range of results observed, how the studies and tests
were conducted, including the number of animals tested.  For example, we note your
disclosure on page 103 that states that "[i]n vitro and in vivo experiments have shown that
[y]our lead p53 re-activating product candidate, APR-246, via MQ, impairs tumor cells'
capacity to respond to oxidative stress," and your disclosure on page 104 that states that
you have observed preclinical anti-tumor activity with APR-246 in a wide variety of
hematological and solid tumors models and cell lines, including MDS, AML, and several
solid tumors including ovarian cancer and esophageal cancer.  Similarly, include detailed
descriptions of clinical trials, including the number of patients tested, the endpoints of the
trials, whether the results were statistically significant and the p-valued used to determine
significance.  For example, on page 115 you state that, in the CALYPSO trial, PFS was
reported as 11.3 months and OS as 30.7 months, but you do not describe how the study
was conducted.
Our lead product candidate, APR-246
AEs reported in > 1 patient during APR-246 monotherapy lead-in phase (n=12), page 109
13.Please clarify which of the adverse events disclosed on page 109 are serious adverse
events.  Similarly, on page 114 identify all serious adverse events experienced in your
Phase 1b clinical trial of APR-246 in Platinum Sensitive Ovarian Cancer.
Clinical development in solid tumors, page 114
14.We note your disclosure that your Phase 1b trial did not indicate "significant safety
concerns" of combining APR-246 with carboplatin and PLD.  Statements regarding safety
are a determination that only the FDA and foreign government equivalent regulators have
the authority to make.  Please revise your disclosure to eliminate any suggestions that your
product candidates have been or will ultimately be determined safe.  Similarly, please
revise your disclosure that your "lead product candidate, APR-246, reactivates p53 for the
treatment of various cancers" as your product has not yet been approved by the FDA or a
foreign government equivalent regulator, and this statement suggests that it will be
approved.
Clinical developments in solid tumors
Phase 1b/2 Clinical Trial of APR-246 in Platinum-Sensitive Ovarian Cancer, or PiSARRO, page
114
15.Please disclose, on page 114, the number of patients evaluable for radiological response

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August 8, 2019
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according to RECIST 1.1 in your Phase 1b trial and the number of patients evaluable for
CA-125 response. In addition, explain what you mean by "stable disease" on page 114.
Phase 2 clinical trial of APR-246 in platinum-resistant ovarian cancer, or PiSARRO-R, page 115
16.Please disclose the observed results of the Phase 2 clinical trial, including any serious
adverse events, the number of patients that experienced serious adverse events and
the number of patients that received a 4500 mg/d fixed dose of APR-246 as a 6 hour
intravenous infusion as well as the number that received the same or lower fixed dose over
3 or 4 hours for four consecutive days.
Our second product candidate, APR-548, page 116
17.We note your disclosure on page 116 that in preclinical testing you have observed potency
with APR-548 that is superior to that of APR-246 in the cell lines that you have tested and
that you have provided an example of one such test.  Please include disclosure regarding
the other preclinical studies, and, for all of the preclinical studies discussed in this section,
please disclose the number of times you conducted the tests, the number of animals
tested, the doses used in the tests, when the results were measured and the range of results
observed.  Similarly, we note your disclosure regarding your xenograft study on page
116.  Please disclose the number of mice tested in this study.
Consolidated Financial Statements
Note 2: Summary of significant accounting policies
Unaudited pro forma financial information, page F-8
18.Once the corporate reorganization described has been consummated, revise your
disclosure in a pre-effective amendment to clearly confirm the completed terms of the
reorganization transaction.
19.Revise your description of the pro forma amounts to more clearly describe here the shares
exchanged in the corporate reorganization transaction as well as the automatic conversion
in a manner that allows the reader to be able to easily recalculate the pro forma equity
balances.  More clearly identify here the triggers for the conversion, including the specific
conversion terms of each class of the preferred shares of the registrant that will be
outstanding after the corporate reorganization, which will be automatically converted into
the common stock of the registrant.
General
20.Please provide us mockups of any pages that include any additional pictures or graphics to
be presented, including any accompanying captions. Please keep in mind, in scheduling
your printing and distribution of the preliminary prospectus, that we may have comments
after our review of these materials.
            You may contact Keira Nakada at 202-551-3659 or Kevin Vaughn at 202-551-3494 if

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August 8, 2019
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you have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski at 202-551-3666 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance