Apogee ends shelf, deregisters unsold shares
Apogee Therapeutics deregisters all unsold securities on its Form S-3 after becoming an indirect wholly owned subsidiary of AbbVie through a completed merger.
Rhea-AI Filing Summary
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.
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Key Figures
Registration Statement Number: 333-281503
Merger completion date: September 3, 2026
Merger Agreement date: June 18, 2026
3 metrics
Registration Statement Number
333-281503
Form S-3 registration statement amended and deregistered
Merger completion date
September 3, 2026
Date Andor Merger Co. merged with and into Apogee
Merger Agreement date
June 18, 2026
Date of the Agreement and Plan of Merger among Apogee, Parent, Merger Sub and AbbVie
Key Terms
Post-Effective Amendment, Registration Statement, deregistration of securities, indirect wholly owned subsidiary, +1 more
5 terms
Post-Effective Amendment regulatory
"This Post-Effective Amendment (the “Post-Effective Amendment”) relates to the following"
A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.
Registration Statement regulatory
"Registration Statement on Form S-3 (the “Registration Statement”) filed by Apogee"
A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.
deregistration of securities regulatory
"Apogee hereby removes and withdraws from registration all of such securities"
indirect wholly owned subsidiary financial
"Apogee was the surviving corporation in the Merger and, as a result, is now an indirect wholly owned subsidiary"
Rule 478 regulatory
"No other person is required to sign this Post-Effective Amendment in reliance on Rule 478"
FAQ
What did Apogee Therapeutics (APGE) change in this Post-Effective Amendment to Form S-3?
Apogee Therapeutics filed a Post-Effective Amendment No. 1 to its Form S-3 to deregister all securities that had been registered under Registration No. 333-281503 but remained unsold after the termination of offerings and sales under that registration statement.
Why is Apogee Therapeutics (APGE) deregistering these securities?
The deregistration occurs because, following a completed merger on September 3, 2026, all offerings and sales of securities under the Form S-3 registration statement were terminated, triggering Apogee’s undertaking to remove any unsold registered securities by post-effective amendment.
What merger led to this deregistration for Apogee Therapeutics (APGE)?
On September 3, 2026, 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 became an indirect wholly owned subsidiary of AbbVie Inc.
What is the impact of this amendment on Apogee Therapeutics’ registered securities?
After this Post-Effective Amendment takes effect, there will be no remaining securities registered by Apogee under Registration Statement No. 333-281503, because all previously registered but unsold securities are removed from registration.
Does this filing by Apogee Therapeutics (APGE) register any new securities?
No. This Post-Effective Amendment does not register new securities. It solely removes from registration all securities that were previously registered but remained unsold under Form S-3 Registration No. 333-281503.
AI-generated analysis. How Rhea-AI works. Not financial advice.
As filed with the Securities and Exchange Commission on September 3, 2026
Registration No. 333-281503
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3 REGISTRATION STATEMENT NO. 333-281503
UNDER
THE SECURITIES ACT OF 1933
APOGEE THERAPEUTICS, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
(State or jurisdiction of incorporation or organization)
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93-4958665
(I.R.S. Employer Identification Number)
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One Letterman Drive, Building B, Suites B6-850 and B6-800,
The Presidio of San Francisco, San Francisco, California 94129-1492
(650) 394-5230
(Address, including Zip Code, and Telephone Number, including
Area Code, of Registrant’s Principal Executive Offices)
Perry C. Siatis
Executive Vice President, General Counsel and Secretary
AbbVie Inc.
1 North Waukegan Road
North Chicago, Illinois 60064
(847) 932-7900
(Name, Address, and Telephone Number, including Area Code, of
Agent for Service)
Copy to:
Krishna Veeraraghavan
Benjamin M. Goodchild
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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☐ |
Smaller reporting company
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Emerging growth company
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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 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the “Post-Effective Amendment”) relates to the following Registration Statement on Form S-3 (the
“Registration Statement”) filed by Apogee Therapeutics, Inc. (“Apogee”) with the Securities and Exchange Commission (the “SEC”):
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Registration Statement No. 333-281503, originally filed with the SEC on August 12, 2024, relating to: (i) the offering, issuance and sale by Apogee of shares of
Apogee’s common stock, preferred stock, debt securities, warrants and/or units, in each case, in one or more offerings, and (ii) the offering, issuance and sale by Apogee of up to a maximum aggregate offering price of $300,000,000 of
the common stock issued and sold under an Open Market Sale AgreementSM, dated August 12, 2024, with Jefferies LLC.
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On September 3, 2026, Andor Merger Co. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of Andor LLC (“Parent”), a
Delaware limited liability company, completed its merger (the “Merger”) with and into Apogee pursuant to the terms of the Agreement and Plan of Merger, dated June 18, 2026, among Apogee, Parent, Merger Sub and, solely for the limited purposes set forth
therein, AbbVie Inc. (“AbbVie”), a Delaware corporation. Apogee was the surviving corporation in the Merger and, as a result, is now an indirect wholly owned subsidiary of AbbVie.
As a result of the Merger, all offerings and sales of securities pursuant to the Registration Statement have been terminated. In accordance
with an undertaking made by Apogee in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance under the Registration Statement that remain unsold at the
termination of such offering, Apogee hereby removes and withdraws from registration all of such securities registered but remaining unsold under the Registration Statement as of the date hereof. The Registration Statement is hereby amended, as
appropriate, to reflect the deregistration of such securities. After giving effect to the Post-Effective Amendment, there will be no remaining securities registered by Apogee pursuant to the Registration Statement.
The foregoing description of the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and
is subject to, and qualified in its entirety by, the Merger Agreement, which is attached as Exhibit 2.1 to Apogee’s Current Report on Form 8-K filed with the SEC on June 22, 2026.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement described above to be signed on its behalf by the undersigned, thereunto duly authorized, in North Chicago, Illinois,
on September 3, 2026.
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APOGEE THERAPEUTICS, INC.
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By:
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/s/ Scott T. Reents
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Name:
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Scott T. Reents
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Title:
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President
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No other person is required to sign this Post-Effective Amendment in reliance on Rule 478 of the Securities Act of 1933.