Apogee Therapeutics, Inc. Announces Pricing of $300 Million Underwritten Public Offering

Rhea-AI Summary

Apogee Therapeutics (Nasdaq: APGE) priced an underwritten public offering to raise approximately $300 million in gross proceeds.

The offering includes 6,951,221 shares of common stock at $41.00 per share and pre-funded warrants to purchase up to 365,853 shares at $40.99999 each (exercise price $0.00001), exercisable immediately. The offering is expected to close on October 10, 2025, subject to customary conditions.

Underwriters have a 30-day option to purchase up to 1,097,561 additional shares. Joint book-runners include Jefferies, BofA Securities, Guggenheim Securities and TD Cowen. An automatically effective shelf registration was filed with the SEC on August 12, 2024.

Positive

• Gross proceeds of approximately $300 million expected
• Pre-funded warrants for 365,853 shares are exercisable immediately
• Underwriters include major firms: Jefferies, BofA, Guggenheim, TD Cowen

Negative

• Offering includes 6,951,221 new shares, creating potential dilution
• Underwriters granted 30-day option for 1,097,561 additional shares, increasing dilution risk
• Net proceeds will be reduced by underwriting discounts, commissions and offering expenses

Insights

Capital Markets Strategist

Apogee priced a roughly 300 million follow-on offering, providing near-term cash while creating dilution and standard execution risks.

Apogee Therapeutics raises gross proceeds of about 300 million by selling 6,951,221 common shares and pre-funded warrants, with the offering expected to close on October 10, 2025 and a 30-day option to sell up to 1,097,561 additional shares.

The financing strengthens the company’s cash position immediately but increases outstanding share count and potential dilution through exercisable pre-funded warrants; the final net proceeds will fall short of the gross amount after underwriting discounts, commissions and offering expenses.

Watch the closing on October 10, 2025, any exercise of the underwriters’ 30-day option, and subsequent SEC filings that disclose exact net proceeds and updated share count; these items will determine near-term runway and dilution impact within the next one to three months.

SAN FRANCISCO and BOSTON, Oct. 08, 2025 (GLOBE NEWSWIRE) -- Apogee Therapeutics, Inc. (Nasdaq: APGE), a clinical-stage biotechnology company advancing optimized, novel biologics with potential for best-in-class profiles in the largest inflammatory and immunology (I&I) markets, today announced the pricing of its previously announced underwritten public offering of 6,951,221 shares of its common stock at a public offering price per share of $41.00 and, in lieu of common stock to certain investors, pre-funded warrants to purchase up to 365,853 shares of its common stock at a public offering price of $40.99999 per pre-funded warrant. The pre-funded warrants have an exercise price of $0.00001 per share and are exercisable immediately. The aggregate gross proceeds to Apogee from the offering are expected to be approximately $300 million before deducting underwriting discounts and commissions and other offering expenses payable by Apogee, excluding any exercise of the underwriters’ option to purchase additional shares. The offering is expected to close on October 10, 2025, subject to the satisfaction of customary closing conditions. In addition, Apogee has granted the underwriters an option for a period of 30 days to purchase up to an additional 1,097,561 shares of its common stock at the public offering price, less underwriting discounts and commissions.

Jefferies, BofA Securities, Guggenheim Securities and TD Cowen are acting as joint book-running managers for the offering. BTIG is acting as passive bookrunner for the offering.

An automatically effective shelf registration statement relating to these securities was filed with the Securities and Exchange Commission (SEC) on August 12, 2024. This offering is being made only by means of a written prospectus, including a prospectus supplement, forming a part of an effective registration statement. A preliminary prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and are available on the SEC’s website, located at www.sec.gov. A copy of the final prospectus supplement and the accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov and, when available, may be obtained from: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com; BofA Securities, NC1-0220-02-24, Attention: Prospectus Department, 201 North Tryon Street, Charlotte, NC 28255-0001, or by email at: dg.prospectus_requests@bofa.com; Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com; or TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, NY 10017, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.com.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Apogee

Apogee Therapeutics is a clinical-stage biotechnology company advancing optimized, novel biologics with potential for best-in-class profiles in the largest I&I markets, including for the treatment of Atopic Dermatitis (AD), asthma, Eosinophilic Esophagitis (EoE), Chronic Obstructive Pulmonary Disease (COPD), and other I&I indications. Apogee’s antibody programs are designed to overcome limitations of existing therapies by targeting well-established mechanisms of action and incorporating advanced antibody engineering to optimize half-life and other properties. APG777, the Company’s most advanced program, is being initially developed for the treatment of AD, which is the largest and one of the least penetrated I&I markets. With four validated targets in its portfolio, Apogee is seeking to achieve best-in-class profiles through monotherapies and combinations of its novel antibodies. Based on a broad pipeline and depth of expertise, the Company believes it can deliver value and meaningful benefit to patients underserved by today’s standard of care.

Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws, including, but not limited to, statements regarding Apogee’s expectations regarding the consummation of the offering, the satisfaction of customary closing conditions with respect to the offering and the potential value and clinical benefit of the Company’s product candidates, including combination therapies. Words such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “develop,” “plan” or the negative of these terms, and similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While Apogee believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to the Company on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties (including, without limitation, those set forth in the Company’s filings with the SEC), many of which are beyond the Company’s control and subject to change. Actual results could be materially different. Risks and uncertainties include: global macroeconomic conditions and related volatility, expectations regarding the initiation, progress, and expected results of the Company’s preclinical studies, clinical trials and research and development programs; expectations regarding the timing, completion and outcome of the Company’s clinical trials; the unpredictable relationship between preclinical study results and clinical study results; the applicability of clinical study results to actual outcomes; the timing or likelihood of regulatory filings and approvals; liquidity and capital resources; and other risks and uncertainties identified in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the SEC on August 11, 2025, and subsequent disclosure documents the Company may file with the SEC. The Company claims the protection of the Safe Harbor contained in the Private Securities Litigation Reform Act of 1995 for forward-looking statements. The Company expressly disclaims any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as required by law.

Investor Contact:
Noel Kurdi
VP, Investor Relations
Apogee Therapeutics, Inc.
Noel.Kurdi@apogeetherapeutics.com

Media Contact:
Dan Budwick
1AB Media
dan@1abmedia.com

FAQ

What did Apogee Therapeutics (APGE) announce on October 9, 2025?

Apogee priced an underwritten offering to raise approximately $300 million through sale of common stock and pre-funded warrants.

How many shares did APGE offer and at what price?

APGE offered 6,951,221 shares of common stock at $41.00 per share and pre-funded warrants for 365,853 shares at $40.99999.

When is the APGE offering expected to close?

The offering is expected to close on October 10, 2025, subject to customary closing conditions.

Does Apogee have an option to sell more shares in the APGE offering?

Yes. Underwriters have a 30-day option to purchase up to 1,097,561 additional shares at the public offering price.

Will APGE receive the full $300 million in proceeds?

The reported $300 million is gross proceeds; actual net proceeds will be reduced by underwriting discounts, commissions and offering expenses.

Where can investors find the APGE prospectus for the offering?

The final prospectus supplement and accompanying prospectus will be filed with the SEC and available at www.sec.gov and from the listed underwriters.