Apogee Therapeutics, Inc. filings document a clinical-stage biotechnology issuer focused on antibody programs for inflammatory and immunology indications. The company’s Form 8-K disclosures cover operating results, Regulation FD clinical-data presentations for zumilokibart (APG777), APG279 and APG333 development activity, and material agreements related to public common-stock offerings.
Proxy materials cover annual meeting matters, director elections, board composition, executive compensation, equity awards and shareholder voting. The filings also identify APGE common stock on The Nasdaq Global Market and provide recurring capital-structure, governance, clinical or regulatory, and financial disclosures tied to the company’s research and development model.
Apogee Therapeutics, Inc. (APGE) reports that Chief Executive Officer and director Michael Thomas Henderson disposed of his equity interests in connection with a merger involving Andor LLC, Andor Merger Co. and AbbVie Inc. On September 3, 2026, he returned 920,941 shares of common stock to the issuer under the merger terms and three fully vested option grants were canceled in exchange for cash equal to the $135.11 per share merger consideration minus each option’s exercise price. No Rule 10b5-1 trading plan is reported for these transactions.
Apogee Therapeutics, Inc. (APGE) director Nimish P. Shah reported multiple dispositions of equity interests on September 3, 2026, all made in connection with the acquisition of Apogee by AbbVie Inc. Venrock-affiliated funds and entities associated with Shah exchanged common stock, Non-Voting Common Stock, stock options and pre-funded warrants for cash based on $135.11 per share merger consideration, including options where the cash paid equaled $135.11 minus the option exercise price. The filing states that Shah and the relevant Venrock management entities disclaim beneficial ownership of the fund-held securities except for their indirect pecuniary interests, and that the reported fund and warrant positions and Non-Voting Common Stock holdings are reduced to zero following these transactions.
Apogee Therapeutics, Inc. (APGE) has filed a Post-Effective Amendment No. 1 to its Form S-3 registration statement (Registration No. 333-281503) to deregister all securities that were previously registered but remain unsold. This follows the completion of a merger on September 3, 2026, in which Andor Merger Co., a wholly owned subsidiary of Andor LLC, merged with and into Apogee under a merger agreement dated June 18, 2026. Apogee survived the merger and is now an indirect wholly owned subsidiary of AbbVie Inc. All offerings and sales of securities pursuant to the registration statement have been terminated, and after this amendment there will be no remaining securities registered by Apogee under that registration statement.
Apogee Therapeutics, Inc. (APGE) is having its common stock removed from listing and registration on the Nasdaq Stock Market LLC under Section 12(b) of the Securities Exchange Act of 1934. Nasdaq filed a Form 25, certifying it has complied with its own rules and SEC Rule 12d2-2 for striking the common stock from listing and withdrawing its registration on the exchange.
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.
Apogee Therapeutics, Inc. reported option exercises and related share movements involving Fairmount-affiliated entities. On 2026-08-07, options to acquire 31,838 and 10,370 shares of common stock were exercised at strike prices of $17.00 and $43.85 per share, respectively. The resulting common shares are held indirectly through Fairmount Healthcare Fund II L.P., with 51,166 shares reported as indirectly held for each of Tomas Kiselak and Peter Harwin, who, along with Fairmount, disclaim beneficial ownership except to the extent of their pecuniary interest.
Apogee Therapeutics, Inc. reported results of a special stockholder meeting relating to its planned merger with AbbVie. Under a previously announced Merger Agreement, a subsidiary of AbbVie will merge with Apogee, with Apogee surviving as an indirect wholly owned subsidiary of AbbVie.
As of the July 10, 2026 record date, 62,140,183 shares of Apogee voting common stock were outstanding, and 46,526,253 shares (about 74.87%) were present at the August 11, 2026 special meeting. Stockholders approved the Merger Proposal, casting 46,508,107 votes for, 3,885 against, and 14,261 abstentions, which, together with the written consent of all holders of non-voting common stock, satisfies one closing condition for the merger.
Stockholders did not approve, on a non-binding, advisory basis, the Compensation Proposal related to merger-linked payments to named executive officers; however, this advisory vote is not a condition to closing. An Adjournment Proposal was not needed and was not voted upon. In connection with the anticipated merger closing, all current Apogee directors have indicated they will resign at the effective time, and the company states these anticipated resignations are not due to any disagreement over operations, policies or practices.
Apogee Therapeutics is a clinical-stage biotechnology company developing biologic therapies for inflammatory and immunology indications, including atopic dermatitis and asthma. It reported a net loss of $85.9 million for the quarter and $160.0 million for the six months ended June 30, 2026, driven mainly by research and development spending.
Cash and cash equivalents were $105.6 million, with additional marketable securities of $866.4 million current and $321.9 million long term, bringing total assets to $1.34 billion. Management estimates this liquidity will fund operating expenses and capital needs for at least 12 months.
Apogee entered an Agreement and Plan of Merger under which a subsidiary of AbbVie will merge with Apogee, leaving it a wholly owned subsidiary, subject to stockholder and regulatory approvals. It also closed a $100.0 million revenue share financing with Blackstone Life Sciences tied to future net sales of zumilokibart, recorded as a $99.2 million revenue share liability with a 16.4% effective interest rate.
Apogee Therapeutics is being acquired by AbbVie under a definitive agreement in which AbbVie will purchase all outstanding Apogee shares for $135.11 per share in cash, implying total equity value of approximately $10.9 billion. Closing is targeted for the third quarter of 2026, subject to stockholder and regulatory approvals and other customary conditions.
Apogee reported positive 16‑week Phase 2 APEX Part B results for zumilokibart in moderate‑to‑severe atopic dermatitis, meeting all primary and secondary endpoints with mid‑dose patients achieving 65.9% EASI‑75 and statistically significant benefits across multiple skin and symptom measures. Based on these data, the company plans to advance zumilokibart into Phase 3 this year and to initiate additional trials in eosinophilic esophagitis in 2H 2026 and asthma in 1H 2027.
Apogee also entered a strategic financing collaboration with Blackstone Life Sciences for up to $1.3 billion in non‑dilutive capital. As of June 30, 2026, cash, cash equivalents and securities totaled $1.3 billion. For the quarter, Apogee recorded a net loss of $85.9 million, with higher research and development and general and administrative expenses, including merger transaction costs.
Apogee Therapeutics’ Chief Medical Officer Carl Dambkowski exercised stock options for 4,125 shares of common stock at $22.8600 per share on August 5, 2026, and on the same date sold 5,500 shares at $134.1700 per share under a Rule 10b5-1 trading plan. After the option exercise, 110,665 option shares from this award remained outstanding; the option originally covered 175,345 shares vesting in 48 equal monthly installments through December 18, 2027.