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  4. [8-K] Apogee Therapeutics, Inc. Reports Material Event

Apogee completes $10.9B sale to AbbVie

AbbVie’s $10.9 billion acquisition of Apogee Therapeutics closes, leading to APGE’s Nasdaq delisting, end of SEC reporting, and a full change in control.

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Apogee Therapeutics, Inc. (APGE) completed its sale to AbbVie Inc. on September 3, 2026, when Andor Merger Co., an AbbVie subsidiary, merged with Apogee, leaving Apogee as a wholly owned subsidiary of Andor LLC. The total equity value of the transaction was approximately $10.9 billion, funded by AbbVie with a combination of cash on hand and debt. Each share of Apogee common stock outstanding immediately before the effective time was converted into the right to receive the merger consideration, and former stockholders now hold only that right.

Apogee notified the Nasdaq Global Market of the merger, requested filing of a Form 25 to delist and deregister its common stock under Section 12(b), and plans to file Form 15 to terminate registration under Section 12(g) and suspend reporting obligations. Trading in APGE will be suspended on September 4, 2026. As a result of the merger, a change in control occurred and Apogee became an indirect wholly owned subsidiary of AbbVie. All Apogee directors resigned at the effective time and were replaced by the former Merger Sub directors, and all executive officers ceased serving. Apogee also terminated its 2023 Equity Incentive Plan and 2023 Employee Stock Purchase Plan and adopted amended and restated charter documents. Agreements provide for limited gross-up payments for excise taxes on parachute payments, capped at $12.5 million in aggregate.

Positive

  • AbbVie completes $10.9 billion acquisition of Apogee, providing cash merger consideration to all outstanding common stockholders.
  • Apogee becomes an indirect wholly owned subsidiary of AbbVie, which may support continued development of its programs under a larger corporate parent.

Negative

  • APGE common stock will be delisted from the Nasdaq Global Market following a Form 25 filing, and trading is suspended as of September 4, 2026.
  • Apogee will terminate its SEC reporting obligations after filing Form 15, removing ongoing public financial disclosure.
  • Equity incentive and employee stock purchase plans have been terminated, limiting future equity-based participation under Apogee’s prior standalone programs.

Insights

Analyzing...

Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.01 Changes in Control of Registrant Governance
A change in control of the company occurred, such as through a merger, takeover, or management buyout.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Transaction equity value $10.9 billion Total equity value of AbbVie’s acquisition of Apogee Therapeutics
Parachute payment cap $12,500,000 Aggregate cap on gross-up-style payments for Section 4999 excise tax to service providers
Merger agreement date June 18, 2026 Date Apogee entered into the Agreement and Plan of Merger
Merger closing date September 3, 2026 Date Merger Sub merged with and into Apogee Therapeutics
Trading suspension date September 4, 2026 Date APGE common stock will be suspended from trading on Nasdaq
Equity plans terminated 2 plans 2023 Equity Incentive Plan and 2023 Employee Stock Purchase Plan terminated at Effective Time
Merger Consideration financial
"each Share outstanding immediately prior to the Effective Time ... into the right to receive the Merger Consideration"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
Form 25 regulatory
"requested that Nasdaq ... file with the SEC a Form 25 Notification of Removal from Listing"
A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.
Form 15 regulatory
"intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15"
A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.
change in control financial
"As a result of the consummation of the Merger, there was a change in control of the Company"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
parachute payments financial
"Form of Agreement Regarding Parachute Payments"
Emerging Growth Company regulatory
"Emerging Growth Company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What happened to Apogee Therapeutics, Inc. (APGE) in this 8-K?
Apogee Therapeutics, Inc. completed a merger on September 3, 2026 with an AbbVie-controlled entity. Apogee survived as a wholly owned subsidiary of Andor LLC, an AbbVie subsidiary, and each outstanding share was converted into the right to receive the Merger Consideration.

What is the value of AbbVie’s acquisition of APGE?
The filing states that the total equity value of AbbVie’s acquisition of Apogee Therapeutics is approximately $10.9 billion. AbbVie funded the merger with a combination of cash on hand and debt.

What happens to APGE stock listing after the merger?
Apogee notified Nasdaq of the merger and requested that Nasdaq file Form 25 to delist and deregister its common stock under Section 12(b). Trading in APGE will be suspended on September 4, 2026, and the company plans to file Form 15 to terminate registration.

How are APGE shareholders treated in the AbbVie merger?
Each Apogee common share outstanding immediately before the effective time was converted into the right to receive the Merger Consideration, without interest and subject to tax withholding. After the effective time, former stockholders have no rights other than to receive that consideration.

What executive and board changes occurred at APGE due to the merger?
Effective at the merger’s closing, all Apogee directors resigned and the directors of Merger Sub became directors of Apogee. In addition, all executive officers of Apogee ceased serving in their positions as of the effective time.

What are the parachute payment arrangements for APGE executives?
On September 1, 2026, Apogee entered agreements with named executive officers and other service providers. If they incur Section 4999 excise tax on merger-related payments, they receive a payment to keep them after-tax whole, with total such payments capped at $12,500,000 in aggregate.

What corporate governance documents did APGE change in connection with the merger?
Pursuant to the merger agreement and effective at the Effective Time, Apogee’s amended and restated certificate of incorporation and amended and restated by-laws were each amended and restated in their entirety, as reflected in Exhibits 3.1 and 3.2.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 8-K
 
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of Earliest Event Reported): September 3, 2026
 
 
APOGEE THERAPEUTICS, INC.
(Exact Name Of Registrant As Specified In Its Charter)
 
 
Delaware
001-41740
93-4958665
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
One Letterman Drive, Building B, Suites B6-850 and B6-800
The Presidio of San Francisco, San Francisco, California
(Address of principal executive offices)
  
94129-1492
(Zip Code)
 
Registrant’s telephone number, including area code: (650) 394-5230
 
Not Applicable
Former Name or Former address, if changed since last report
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
 
Ticker
Symbol(s)
 
Name of Exchange
on Which Registered
Common Stock, par value $0.00001 per share
 
APGE
 
The Nasdaq Global Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this Chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging Growth Company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Introductory Note
 
As previously disclosed, on June 18, 2026, Apogee Therapeutics, Inc., a Delaware corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Andor LLC, a Delaware limited liability company and a wholly owned subsidiary of Guarantor (“Parent”), Andor Merger Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and solely for the limited purposes set forth therein, AbbVie Inc., a Delaware corporation (“Guarantor” or “AbbVie”). Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Merger Agreement.
 
Pursuant to the Merger Agreement, on September 3, 2026, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
 
Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”):
 
(i)
each share of voting common stock of the Company, par value $0.00001 per share, and each share of non-voting common stock of the Company, par value $0.00001 per share (each, a “Share”), outstanding immediately prior to the Effective Time, but excluding each Share (A) owned by the Company or any of its wholly owned subsidiaries, (B) held by Guarantor, Parent, Merger Sub or any other wholly owned subsidiary of Guarantor, and (C) held by a stockholder who had not voted in favor of the adoption of the Merger Agreement or consented thereto and who was entitled to and properly demanded appraisal, was cancelled and converted into the right to receive $135.11 per Share in cash (the “Merger Consideration”), without interest and subject to any applicable tax withholding;
 
(ii)
each option to purchase Shares (each, a “Company Option”) outstanding immediately prior to the Effective Time (whether vested or unvested) that had an exercise price per Share less than the Merger Consideration was cancelled and converted into the right to receive cash in an amount equal to the product of: (A) the total number of Shares subject to such Company Option immediately prior to the Effective Time, multiplied by (B) the excess of (x) the Merger Consideration over (y) the exercise price per Share under such Company Option, without interest and subject to any applicable tax withholding. Each Company Option outstanding immediately prior to the Effective Time (whether vested or unvested) that had an exercise price per Share greater than or equal to the Merger Consideration was cancelled without any consideration being payable in respect thereof, and had no further force or effect;
 
(iii)
each restricted stock unit award of the Company (each, a “Company RSU”) outstanding immediately prior to the Effective Time became fully vested and was cancelled and converted into the right to receive a lump sum cash payment, without interest and subject to any applicable tax withholding, equal to the product of (A) the Merger Consideration, multiplied by (B) the number of Shares subject to such Company RSU;
 
(iv)
each outstanding restricted stock award of the Company (the “Company Restricted Stock”) outstanding immediately prior to the Effective Time became fully vested and was converted into the right to receive the Merger Consideration for each such share of Company Restricted Stock; and
 
(v)
each warrant exercisable for Shares (each, a “Company Warrant”) outstanding immediately prior to the Effective Time, in accordance with its terms, became exercisable by the holder thereof solely for the same Merger Consideration that such holder would have been entitled to receive if such holder had been, immediately prior to the Effective Time, the holder of the number of Shares that were issuable upon exercise in full of such Company Warrant without regard to any limitations on exercise contained in such Company Warrant.

The foregoing description of the Merger Agreement and the transactions contemplated thereby contained in this Introductory Note does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 22, 2026 and the terms of which are incorporated herein by reference.

Item 1.02
Termination of a Material Definitive Agreement.
 
Effective as of the Effective Time, the Company terminated the Company’s 2023 Equity Incentive Plan and 2023 Employee Stock Purchase Plan.
 
Item 2.01
Completion of Acquisition or Disposition of Assets.
 
The disclosures in the Introductory Note, Item 3.01, Item 3.03, Item 5.01, Item 5.02 and Item 5.03 are incorporated herein by reference.
 
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
The disclosures in the Introductory Note are incorporated herein by reference.
 
On September 3, 2026, the Company (i) notified the Nasdaq Global Market (“Nasdaq”) of the consummation of the Merger and its intent to remove all Company Common Stock from Nasdaq and (ii) requested that Nasdaq (A) maintain the halt in trading of Company Common Stock, which was effective following the closing of after-hours trading on September 2, 2026, through September 3, 2026, and (B) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, Company Common Stock will be suspended from trading on Nasdaq on September 4, 2026. Following the effectiveness of such Form 25, the Company intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act, requesting the termination of registration of the Company Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
 
Item 3.03
Material Modification to Rights of Security Holders.
 
The disclosures under the Introductory Note, Item 3.01, Item 5.01 and Item 5.03 are incorporated herein by reference.
 
As a result of the Merger, each Share outstanding immediately prior to the Effective Time (except as described in the Introductory Note) was converted, at the Effective Time, into the right to receive the Merger Consideration, without interest thereon and subject to any applicable tax withholding, in accordance with the terms of the Merger Agreement. Accordingly, at the Effective Time, the holders of such Shares ceased to have any rights as stockholders of the Company, other than the right to receive the Merger Consideration.
 
Item 5.01
Changes in Control of Registrant.
 
The disclosures under the Introductory Note, Item 2.01, Item 3.01, Item 3.03, Item 5.02 and Item 5.03 are incorporated herein by reference.
 
As a result of the consummation of the Merger, there was a change in control of the Company, and the Company became an indirect wholly owned subsidiary of AbbVie. The total equity value of the transaction was approximately $10.9 billion. AbbVie funded the Merger with a combination of cash on hand and debt.
 
To the knowledge of the Company, there are no arrangements which may at a subsequent date result in a further change in control of the Company.
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
The disclosures under the Introductory Note and Item 2.01 are incorporated herein by reference.
 
In connection with the Merger and effective as of, and contingent upon, the Effective Time, all of the Company’s directors (Michael Henderson, M.D., Mark C. McKenna, Lisa Bollinger, M.D., Jennifer Fox, William (BJ) Jones, Jr., Tomas Kiselak and Nimish Shah) voluntarily resigned from the Company’s board of directors and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.
 
In addition, as of the Effective Time, each of the Company’s executive officers no longer serves in their respective positions at the Company.
 
On September 1, 2026, the Company entered into agreements with each of its named executive officers, providing that, in the event that the applicable executive receives any payments or benefits in connection with the merger that are subject to an excise tax imposed by Section 4999 of the Internal Revenue Code, as amended, such executive will receive a payment that puts such executive or director in the same after-tax position as though such tax did not apply. The aggregate amount payable to all service providers of the Company who enter into such an agreement, including the named executive officers, is limited to $12,500,000. The foregoing description of the agreement is qualified in its entirety by reference to the Form of Agreement Regarding Parachute Payments, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference into this Item 5.02.
 
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.
 
The disclosures under the Introductory Note are incorporated herein by reference.
 
Pursuant to the Merger Agreement, effective as of the Effective Time, the amended and restated certificate of incorporation of the Company and the amended and restated by-laws of the Company were each amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits.
 
Exhibit
Number
 
Description
   
2.1*
 
Agreement and Plan of Merger, dated as of June 18, 2026, by and among Apogee Therapeutics, Inc., Andor LLC, Andor Merger Co., and solely for the limited purposes set forth therein, AbbVie Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 22, 2026)
   
3.1**
 
Second Amended and Restated Certificate of Incorporation of Apogee Therapeutics, Inc.
   
3.2**
 
Amended and Restated By-laws of Apogee Therapeutics, Inc.
     
10.1**
†
Form of Agreement Regarding Parachute Payments
   
104**
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
*Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC; provided, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished.
** Filed herewith.
† Indicates management contract or compensatory plan.
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Apogee Therapeutics, Inc.
   
Dated: September 3, 2026
By:
 /s/ Scott T. Reents
   
Name: Scott T. Reents
   
Title: President


Source: View Original Filing on SEC EDGAR

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