RTW Investments, LP and its managing partner Roderick Wong, M.D. reported beneficial ownership of Apellis Pharmaceuticals, Inc. common stock on a Schedule 13G. They report beneficial ownership of 7,666,764 shares of common stock, representing 6.1% of the outstanding class based on 126,525,218 shares outstanding as of October 23, 2025.
Both reporting persons have shared voting and shared dispositive power over these 7,666,764 shares, with no sole voting or dispositive power. The shares are held by certain funds advised by RTW Investments, which have the right to receive dividends and sale proceeds. The filing states the position is held in the ordinary course of business and not for the purpose of changing or influencing control of Apellis.
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FAQ
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How much of Apellis Pharmaceuticals, Inc. (APLS) does RTW Investments own?
RTW Investments reports beneficial ownership of 7,666,764 Apellis shares, equal to 6.1% of the common stock. This percentage is based on 126,525,218 shares outstanding as of October 23, 2025, as disclosed in Apellis’ Form 10-Q.
Who are the reporting persons in this Apellis (APLS) Schedule 13G filing?
The filing is made by RTW Investments, LP and Roderick Wong, M.D.. RTW is the investment adviser to certain funds holding Apellis shares, and Dr. Wong is RTW’s Managing Partner and Chief Investment Officer, reporting shared beneficial ownership of the same shares.
Do RTW Investments and Roderick Wong control voting and disposition of Apellis (APLS) shares?
They report shared voting power and shared dispositive power over 7,666,764 Apellis shares, with zero sole voting or dispositive power. The shares are directly held by RTW-advised funds, and the reporting persons’ authority relates to those funds’ holdings.
Are Apellis (APLS) shares held by RTW intended to influence control of the company?
The filing certifies the Apellis shares were acquired and are held in the ordinary course of business. It further states they were not acquired and are not held for the purpose or effect of changing or influencing control of Apellis Pharmaceuticals, Inc.
Who receives dividends and sale proceeds from RTW’s Apellis (APLS) holdings?
The filing states that the RTW Funds have the right to receive, or direct the receipt of, dividends and proceeds from the sale of the Apellis shares reported. RTW Investments acts as investment adviser to these funds rather than holding the shares directly.
What type of filer is RTW Investments in this Apellis (APLS) Schedule 13G?
RTW Investments is identified as an investment adviser, and Roderick Wong is identified as a holding company/control person. The Schedule 13G structure reflects their roles in relation to the RTW Funds that directly own the Apellis common stock.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Apellis Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
03753U106
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
03753U106
1
Names of Reporting Persons
RTW Investments, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,666,764.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,666,764.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,666,764.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.1 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
03753U106
1
Names of Reporting Persons
Roderick Wong
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,666,764.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,666,764.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,666,764.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Apellis Pharmaceuticals, Inc.
(b)
Address of issuer's principal executive offices:
100 Fifth Avenue, Waltham , MA, 02451.
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) RTW Investments, LP ("RTW Investments"), a Delaware limited partnership and the investment adviser to certain funds (the "RTW Funds"), with respect to shares of Common Stock, par value $0.0001 per share (the "Shares") of Apellis Pharmaceuticals, Inc. (the "Company") directly held by the RTW Funds; and
(ii) Roderick Wong, M.D. ("Dr. Wong"), the Managing Partner and Chief Investment Officer of RTW Investments, with respect to the Shares directly held by the RTW Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the Shares reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 40 10th Avenue, Floor 7, New York, New York 10014.
(c)
Citizenship:
RTW Investments is a Delaware limited partnership. Dr. Wong is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, $0.0001 par value
(e)
CUSIP No.:
03753U106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Rows 5 - 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentages set forth in Row 11 of the cover pages are calculated based upon 126,525,218 Shares outstanding as of October 23, 2025 as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2025.
(b)
Percent of class:
RTW Investments: 6.1%
Dr. Wong: 6.1%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
RTW Investments: 0
Dr. Wong: 0
(ii) Shared power to vote or to direct the vote:
RTW Investments: 7,666,764 Shares
Dr. Wong: 7,666,764 Shares
(iii) Sole power to dispose or to direct the disposition of:
RTW Investments: 0
Dr. Wong: 0
(iv) Shared power to dispose or to direct the disposition of:
RTW Investments: 7,666,764 Shares
Dr. Wong: 7,666,764 Shares
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2. The RTW Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
