Item 4.01 Change in Registrant’s Certifying Accountant
As described in Items 4.01 (a) and (b) below, Aprea
Therapeutics, Inc. (the “Company”) has dismissed Ernst & Young AB (“E&Y AB”) and appointed
Ernst & Young LLP (“E&Y LLP”) as its independent registered public accounting firm. As described below,
the change in independent registered public accounting firms is not the result of any disagreements with E&Y AB.
(a) On December 10, 2019, the Audit Committee (the
“Audit Committee”) of the Board of Directors (the “Board”) of the Company dismissed E&Y AB as the
Company’s independent registered public accounting firm and appointed E&Y LLP. The Audit Committee’s
decision was due solely to the Company’s corporate reorganization where the Company became incorporated in Delaware,
United States, reflecting the Company’s migration to becoming a U.S.-centered biotechnology company.
The reports of E&Y AB on the (i) Company’s balance
sheet as of July 11, 2019 and (ii) consolidated financial statements of Aprea Therapeutics AB for each of
the two fiscal years ended December 31, 2018, did not contain any adverse opinions or disclaimers of opinion, and were not qualified
or modified as to uncertainty, audit scope or accounting principles.
In connection with its audits of the (i) Company’s
balance sheet as of July 11, 2019 and (ii) the consolidated financial statements of Aprea Therapeutics AB for the two fiscal
years ended December 31, 2018 and in the subsequent interim period through December 10, 2019, there were (1) no
disagreements with E&Y AB on any matter of accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of E&Y AB, would have caused E&Y AB to
make reference thereto in connection with its reports on the Company’s consolidated financial statements for such
periods and (2) no reportable events except, as previously disclosed, for a material weakness in the Company’s
internal control over financial reporting attributable to the lack of sufficient skilled employees with U.S. GAAP and SEC
reporting knowledge and experience for the purposes of timely and reliable financial reporting for the years ended December
31, 2017 and 2018.
The Company provided E&Y AB with a copy of this current
report on Form 8-K and requested from E&Y AB to furnish it with a letter addressed to the U.S. Securities and Exchange Commission
stating whether or not E&Y AB agrees with the above statements. A copy of E&Y AB’s letter dated December 13, 2019
is filed as Exhibit 16.1 to this current report on Form 8-K.
(b) On December 10, 2019, the Audit Committee engaged
E&Y LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2019.
During the Company’s two most recent fiscal years and
the subsequent interim period through December 10, 2019, neither the Company nor anyone on its behalf consulted with E&Y LLP
regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered with respect to its consolidated financial statements, and no written report or oral
advice was provided to the Company by E&Y LLP that was an important factor considered by the Company in reaching a decision
as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as that
term is defined in Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Act of 1933, as amended, and the related
instructions) or a reportable event (as that term is defined in Item 304 (a)(1)(v) of Regulation S-K) relating to the Company.