Apogee Therapeutics, Inc. Announces Proposed Underwritten Public Offering

Rhea-AI Summary

Apogee Therapeutics (Nasdaq: APGE) announced on October 8, 2025 that it has commenced a proposed underwritten public offering of shares of common stock or, for certain investors, pre-funded warrants to purchase common stock. The company said it will grant underwriters a 30-day option to buy up to an additional 15% overallotment of the shares at the public offering price, subject to market conditions and underwriting terms.

Apogee intends to use net proceeds together with existing cash and marketable securities to fund preclinical studies, clinical trials, manufacturing, commercial readiness for its antibody programs, additional R&D, capital expenditures, working capital and general corporate purposes. The offering will be made by written prospectus and is subject to completion and SEC registration requirements.

Positive

• Offering proceeds targeted to fund clinical and preclinical programs
• Proceeds also earmarked for manufacturing and commercial readiness
• Company can use existing cash plus offering to extend runway

Negative

• Potential shareholder dilution from sale of new shares or pre-funded warrants
• Additional dilution risk from 30-day underwriter option for up to 15% more shares
• Completion of the offering is uncertain and subject to market conditions

Insights

Capital markets strategist

Apogee launched a marketed equity offering to raise cash for R&D and trials; outcome depends on market demand.

Apogee announced an underwritten public offering of common stock or pre-funded warrants and a 30-day underwriter option to buy up to an additional 15% of the shares. The company states it will use net proceeds together with existing cash and marketable securities to fund preclinical studies, clinical trials, manufacturing, commercial readiness, R&D, capital expenditures, working capital and general corporate purposes.

The offering is explicitly conditional on market and other conditions and an effective shelf registration is already in place since Aug. 12, 2024. Key near-term items to watch are the final size and pricing of the deal, whether the underwriters exercise the 15% option, and announcements of the prospectus supplement and subscription terms, which will determine immediate dilution and net proceeds timing.

Corporate finance analyst

Firm is raising equity to finance development-stage programs; success hinges on market receptivity and deal terms.

Management is offering equity or pre-funded warrants and selected underwriters are named, indicating a standard underwritten placement process. The press release confirms use of proceeds for development and corporate purposes, and that all offered securities will come from the company.

Risks the company disclosed include that the offering is subject to market and other conditions and may not complete. Monitor the prospectus supplement for the offer price, number of shares, use-of-proceeds breakdown, and timing to assess funding sufficiency and the degree of dilution; these items will clarify the financing impact in the next several days to weeks.

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 that it has commenced an underwritten public offering of shares of its common stock or, in lieu of common stock to certain investors that so choose, pre-funded warrants to purchase shares of its common stock. In addition, Apogee expects to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares of its common stock at the public offering price, less underwriting discounts and commissions. The proposed public offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed or as to the actual size or terms of the offering. All of the securities are being offered by Apogee.

Apogee intends to use the net proceeds from this offering, together with its existing cash, cash equivalents, marketable securities and long-term marketable securities, to fund preclinical studies, clinical trials, manufacturing, and commercial readiness activities in support of its antibody programs, as well as for additional research and development activities, capital expenditures, working capital and general corporate purposes.

Jefferies, BofA Securities, Guggenheim Securities, TD Cowen, and BTIG are acting as joint book-running managers for the proposed 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 will be made only by means of a written prospectus, including a prospectus supplement, forming a part of an effective registration statement. A copy of the preliminary prospectus and the accompanying prospectus relating to the offering may be obtained, when available, 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, by telephone at (855) 495-9846, or by email at TD.ECM_Prospectus@tdsecurities.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 proposed offering, including the timing, size, structure and completion of the proposed offering on the anticipated terms, the anticipated use of the net proceeds from the offering, the grant to the underwriters of the option to purchase additional shares 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 8, 2025?

Apogee announced it commenced a proposed underwritten public offering of common stock or pre-funded warrants, with an underwriter option to purchase up to an additional 15% of shares.

How will Apogee (APGE) use proceeds from the October 8, 2025 offering?

Apogee intends to use net proceeds together with existing cash and marketable securities to fund preclinical studies, clinical trials, manufacturing, commercial readiness, R&D, capex, working capital and general corporate purposes.

Will the APGE offering definitely happen and when will it close?

No; the offering is subject to market and other conditions, and there is no assurance as to whether or when it will be completed.

What dilution risk does the APGE offering create for shareholders?

Dilution may occur from the issuance of new common stock or pre-funded warrants and from the underwriters' 30-day option to purchase up to an additional 15% of shares.

Can investors obtain the APGE prospectus for the October 8, 2025 offering?

Yes; the offering will be made only by a written prospectus and prospectus supplement, and preliminary prospectus copies will be available from the listed underwriters when available.