APGE SEC Filings - Apogee Therapeutics, Inc.- Annual Report, Proxy Statement, Prospectus

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1974640

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Apogee Therapeutics, Inc.

SEC Filings (Chronological Order)

This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.

August 11, 2025	EX-99.1	Apogee Therapeutics Provides Pipeline Progress and Reports Second Quarter 2025 Financial Results Positive 16-week data from APEX Phase 2 Part A met all primary and key secondary endpoints for APG777, a potentially best-in-class anti-IL-13 antibody, i Exhibit 99.1 Apogee Therapeutics Provides Pipeline Progress and Reports Second Quarter 2025 Financial Results Positive 16-week data from APEX Phase 2 Part A met all primary and key secondary endpoints for APG777, a potentially best-in-class anti-IL-13 antibody, in moderate-to-severe atopic dermatitis APEX Part A testing every 3- or 6- month maintenance dosing, a significant improvement versus stan
August 11, 2025	8-K	FORM 8-K Item 2.02 Results of Operations and Financial Condition. 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): August 11, 2025 Apogee Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41740 93-4958665 (State or Other Jurisdiction of Incorporation) (Commissi
August 11, 2025	10-Q	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Item 1. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41740 Apogee Therapeutics, Inc.
August 11, 2025	EX-10.1	TSLP License Agreement, dated August 9, 2024 by and between Paragon Therapeutics, Inc. and Apogee Therapeutics, Inc. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
July 7, 2025	EX-99.2	APEX Phase 2 Part A readout JULY 7, 2025 Exhibit 99.2 APEX Phase 2 Part A readout JULY 7, 2025 2 © Apogee Therapeutics, Inc. Other than statements of historical facts, all statements included in this presentation are forward - looking statements, including statements about our plans for our current and future product candidates and programs ; the anticipated timing of initiation of our clinical trials, including the Phase 2 b trials of A
July 7, 2025	EX-99.1	Apogee Therapeutics Announces Positive 16-Week Data from Phase 2 APEX Clinical Trial of APG777, its Potentially Best-in-Class Anti-IL-13 Antibody, in Moderate-to-Severe Atopic Dermatitis APEX Part A met all primary and key secondary endpoints and exc Exhibit 99.1 Apogee Therapeutics Announces Positive 16-Week Data from Phase 2 APEX Clinical Trial of APG777, its Potentially Best-in-Class Anti-IL-13 Antibody, in Moderate-to-Severe Atopic Dermatitis APEX Part A met all primary and key secondary endpoints and exceeded trial objectives, including 71.0% decrease from baseline in EASI at Week 16 APG777 demonstrated EASI-75 of 66.9% (42.5% placebo-adj
July 7, 2025	8-K	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): July 7, 2025 Apogee Therapeutics, 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): July 7, 2025 Apogee Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41740 93-4958665 (State of Incorporation or Organization) (Commission File N
June 23, 2025	8-K	Submission of Matters to a Vote of Security Holders 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): June 17, 2025 Apogee Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41740 93-4958665 (State or Other Jurisdiction of Incorporation) (Commission
May 12, 2025	EX-10.2	Product Specific Agreement, effective February 28, 2025, by and between the Company and Samsung Biologics Co. Exhibit 10.2 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SAMSUNG BIOLOGICS CO., LTD. PRODUCT SPECIFIC AGREEMENT – PRODUCT DRUG SUBSTANCE This Product Specific Agreement (this “PSA”) is made effective as of February 26, 2025 (the “PSA
May 12, 2025	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 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): May 12, 2025 Apogee Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41740 93-4958665 (State of Incorporation or Organization) (Commission File N
May 12, 2025	EX-99.3	Title text 2 MAY 12, 2025 APG808 Phase 1b interim results Exhibit 99.3 Title text 2 MAY 12, 2025 APG808 Phase 1b interim results 2 © Apogee Therapeutics, Inc APG808 PHASE 1b This presentation contains certain "forward - looking statements" within the meaning of applicable securities laws. Other than sta tements of historical facts, all statements included in this presentation are forward - looking statements, including statements about our plans for APG8
May 12, 2025	EX-10.3	Fourth Amendment to License Agreement, dated January 23, 2025, by and between the Company and MIL 6T, LLC Fourth Amendment to License Agreement This Fourth Amendment to License Agreement is dated January 23, 2025 (“Fourth Amendment”) and is entered into between Apogee Therapeutics, Inc.
May 12, 2025	EX-99.1	Apogee Therapeutics Provides Business Update, Pipeline Progress and Reports First Quarter 2025 Financial Results Phase 2 APEX trial of APG777 in atopic dermatitis advancing with interim Part A 16-week data expected in mid-2025 and Part B actively enr Exhibit 99.1 Apogee Therapeutics Provides Business Update, Pipeline Progress and Reports First Quarter 2025 Financial Results Phase 2 APEX trial of APG777 in atopic dermatitis advancing with interim Part A 16-week data expected in mid-2025 and Part B actively enrolling First patient dosed in Phase 1b trial of APG777 in mild-to-moderate asthma with readout expected in 1H 2026 APG279 on track to ini
May 12, 2025	EX-99.2	Apogee Therapeutics Announces Positive Interim Results from the Phase 1b Trial of APG808, its Novel Half-life Extended IL-4Rα Antibody, in Patients with Mild-to-Moderate Asthma Multiple doses of APG808 resulted in rapid suppression of FeNO, a biomark Exhibit 99.2 Apogee Therapeutics Announces Positive Interim Results from the Phase 1b Trial of APG808, its Novel Half-life Extended IL-4Rα Antibody, in Patients with Mild-to-Moderate Asthma Multiple doses of APG808 resulted in rapid suppression of FeNO, a biomarker of Type 2 inflammation associated with exacerbations in asthma, with a robust maximal FeNO decrease from baseline of 53% APG808 demons
May 12, 2025	10-Q	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Item 1. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41740 Apogee Therapeutics, Inc.
May 12, 2025	EX-10.1	Master Services Agreement, effective February 28, 2025, by and between the Company and Samsung Biologics Co. Exhibit 10.1 [] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. MASTER SERVICES AGREEMENT between SAMSUNG BIOLOGICS CO., LTD. and APOGEE THERAPEUTICS, INC. 1 [] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACK
April 29, 2025	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin
April 29, 2025	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin
March 11, 2025	8-K	Entry into a Material Definitive Agreement 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): March 10, 2025 Apogee Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41740 93-4958665 (State of Incorporation or Organization) (Commission File
March 3, 2025	EX-19	Insider Trading Policy. Exhibit 19 INSIDER TRADING POLICY (dated June 5, 2024) I. INTRODUCTION Federal and state laws prohibit buying, selling or making other transfers of securities by persons who have material information that is not generally known or available to the public. These laws also prohibit persons with such material nonpublic information (“MNPI”) from disclosing this information to others who trade. Trading
March 3, 2025	EX-FILING FEES	Filing Fee Table. Calculation of Filing Fee Tables S-8 Apogee Therapeutics, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common stock, par value $0.00001 per share 457(a) 2,903,144 $ 32.56 $ 94,526,368.64 0.0001531 $ 14,471.99 2
March 3, 2025	EX-4.3	Description of the Company's Securities. Exhibit 4.3 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General The following is a summary of the material terms of the capital stock of Apogee Therapeutics, Inc. (“we,” “us,” “our” or the “Company”) as well as other material terms of our amended and restated certificate of incorporation and amended and restated bylaws and certain
March 3, 2025	EX-99.1	Apogee Therapeutics Provides Pipeline Progress and Reports Full Year 2024 Financial Results Accelerated execution of Phase 2 APEX clinical trial for APG777, with Part A over-enrolled and Part B initiated ahead of schedule; topline Part A 16-week data Exhibit 99.1 Apogee Therapeutics Provides Pipeline Progress and Reports Full Year 2024 Financial Results Accelerated execution of Phase 2 APEX clinical trial for APG777, with Part A over-enrolled and Part B initiated ahead of schedule; topline Part A 16-week data expected mid-2025 APG279 (APG777 + APG990) Phase 1b head-to-head study vs. DUPIXENT supported by positive APG990 interim Phase 1 results
March 3, 2025	EX-99.2	Apogee Therapeutics Announces Positive Interim Phase 1 Results from the APG990 Healthy Volunteer Trial, Unlocking Potential Maintenance Dosing Every Three and Six Months for APG279 (APG777 + APG990) Interim Phase 1 results for APG990, a novel half-li Exhibit 99.2 Apogee Therapeutics Announces Positive Interim Phase 1 Results from the APG990 Healthy Volunteer Trial, Unlocking Potential Maintenance Dosing Every Three and Six Months for APG279 (APG777 + APG990) Interim Phase 1 results for APG990, a novel half-life extended OX40L antibody, exceeded trial objectives and demonstrated an approximately 60-day half-life APG279 (APG777 + APG990) Phase 1
March 3, 2025	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41740 Apogee Therapeutics, Inc.
March 3, 2025	S-8	As filed with the Securities and Exchange Commission on March 3, 2025 As filed with the Securities and Exchange Commission on March 3, 2025 Registration No.
March 3, 2025	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 3, 2025 Apogee Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41740 93-4958665 (State of Incorporation or Organization) (Commission File
March 3, 2025	EX-21.1	Subsidiaries of the Registrant. Exhibit 21.1 Subsidiary Country of Origin Apogee Therapeutics Securities Corporation United States
February 3, 2025	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): February 3, 2025 Apogee Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41740 93-4958665 (State of Incorporation or Organization) (Commission Fi
February 3, 2025	EX-99.1	Apogee Therapeutics Announces First Patient Dosed in Part B of Phase 2 APEX Trial of APG777 in Patients with Moderate-to-Severe Atopic Dermatitis Enrollment of Part A completed ahead of schedule and exceeded enrollment target with 123 patients enroll Exhibit 99.1 Apogee Therapeutics Announces First Patient Dosed in Part B of Phase 2 APEX Trial of APG777 in Patients with Moderate-to-Severe Atopic Dermatitis Enrollment of Part A completed ahead of schedule and exceeded enrollment target with 123 patients enrolled Part A 16-week proof-of-concept data anticipated in mid-2025 SAN FRANCISCO and BOSTON, February 3, 2025 - Apogee Therapeutics, Inc., (
December 10, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): December 10, 2024 Apogee Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41740 93-4958665 (State of Incorporation or Organization) (Commission F
December 10, 2024	EX-99.1	Apogee Therapeutics Announces First Participants Dosed in Phase 1 Clinical Trial of APG333, its Novel Half-Life Extended TSLP Antibody for the Treatment of Respiratory and Broader I&I Conditions Interim safety and pharmacokinetic data from Phase 1 he Exhibit 99.1 Apogee Therapeutics Announces First Participants Dosed in Phase 1 Clinical Trial of APG333, its Novel Half-Life Extended TSLP Antibody for the Treatment of Respiratory and Broader I&I Conditions Interim safety and pharmacokinetic data from Phase 1 healthy volunteers trial anticipated in 2H 2025 APG777 + APG333 can potentially address key drivers of respiratory diseases more broadly ve
December 2, 2024	EX-99.1	Apogee Therapeutics Highlights Progress and Best-in-Class Potential of Novel Biologic Programs for I&I Diseases at 2024 Inaugural R&D Day Positive interim Phase 1 data indicate APG808 was well-tolerated with half-life of approximately 55 days, suppor Exhibit 99.1 Apogee Therapeutics Highlights Progress and Best-in-Class Potential of Novel Biologic Programs for I&I Diseases at 2024 Inaugural R&D Day Positive interim Phase 1 data indicate APG808 was well-tolerated with half-life of approximately 55 days, supporting potential for 2- to 3- month dosing and demonstrating deep and sustained inhibition of biomarkers Data up to 12 months reinforce APG
December 2, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): December 2, 2024 Apogee Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41740 93-4958665 (State of Incorporation or Organization) (Commission Fi
November 14, 2024	SC 13G	APGE / Apogee Therapeutics, Inc. / DRIEHAUS CAPITAL MANAGEMENT LLC Passive Investment SC 13G 1 13gtemplate.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. )* Apogee Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03770N101 (CUSIP Number) September 30, 2024
November 14, 2024	EX-99.1	Joint Filing Agreement EX-99.1 2 tm2427451d7ex1.htm EXHIBIT 1 EXHIBIT 1 AGREEMENT This Joint Filing Agreement, dated as of November 14, 2024, is by and among RA Capital Management, L.P., Peter Kolchinsky and Rajeev Shah (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/o
November 14, 2024	SC 13G/A	APGE / Apogee Therapeutics, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm2427451d7sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Apogee Therapeutics, Inc. (Name of Issuer) Voting Common Stock, par value $0.00001 per share (Title of Class of Securities) 03770N101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of th
November 14, 2024	SC 13G/A	APGE / Apogee Therapeutics, Inc. / Deep Track Capital, LP Passive Investment SC 13G/A 1 deeptrack-apge093024a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Apogee Therapeutics, Inc. (Name of Issuer) Common Stock, $0.00001 par value (Title of Class of Securities) 03770N101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the
November 12, 2024	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 12, 2024 Apogee Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41740 93-4958665 (State or Other Jurisdiction of Incorporation) (Commis
November 12, 2024	EX-99.1	Apogee Therapeutics Provides Pipeline Progress and Reports Third Quarter 2024 Financial Results Continued execution across all programs, including positive results up to nine months from APG777 Phase 1 trial that continue to support potential best-in Apogee Therapeutics Provides Pipeline Progress and Reports Third Quarter 2024 Financial Results Continued execution across all programs, including positive results up to nine months from APG777 Phase 1 trial that continue to support potential best-in-class profile On track to report Phase 2 Part A data for APG777 in 2H 2025, interim Phase 1 data for APG808 in 4Q 2024 and interim Phase 1 data for A
November 12, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41740 Apogee Therapeutics, Inc.
November 4, 2024	SC 13G/A	APGE / Apogee Therapeutics, Inc. / ACCESS INDUSTRIES MANAGEMENT, LLC - SC 13G/A Passive Investment SC 13G/A 1 d899713dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Apogee Therapeutics, Inc. (Name of Issuer) Common stock, par value $0.00001 per share (Title of Class of Securities) 03770N101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the ap
November 4, 2024	EX-99.1	JOINT FILING AGREEMENT EX-99.1 2 d899713dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13G to which this Exhibit is attached is filed on behalf of each of them. Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached. Each of
October 24, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits 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): October 24, 2024 Apogee Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41740 93-4958665 (State of Incorporation or Organization) (Commission Fi
October 24, 2024	EX-99.1	Apogee Therapeutics Announces Results Up to 9 Months from Phase 1 Trial of APG777, its Novel Half-Life Extended Anti-IL-13 Antibody for the Treatment of Atopic Dermatitis and Other Inflammatory Diseases Pharmacokinetic data up to 9 months continue to Exhibit 99.1 Apogee Therapeutics Announces Results Up to 9 Months from Phase 1 Trial of APG777, its Novel Half-Life Extended Anti-IL-13 Antibody for the Treatment of Atopic Dermatitis and Other Inflammatory Diseases Pharmacokinetic data up to 9 months continue to support potential best-in-class profile, including a half-life of approximately 75 days, approximately three to five times that of curre
October 4, 2024	SC 13G	APGE / Apogee Therapeutics, Inc. / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Apogee Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 03770N101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th
October 4, 2024	EX-99	JOINT FILING AGREEMENT EX-99 2 Rule13DJointFilingAgreement.htm JOINT FILING AGREEMENT JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13G (the “Schedule 13G”) with respect to the common stock of Apogee Therapeutics, Inc. is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1
August 19, 2024	8-K	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): August 19, 2024 Apogee Therapeuti 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): August 19, 2024 Apogee Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41740 93-4958665 (State of Incorporation or Organization) (Commission Fil
August 19, 2024	EX-99.1	Apogee Therapeutics Announces First Participants Dosed in Phase 1 Clinical Trial of APG990, its Novel Half-Life Extended OX40L Antibody for the Treatment of Atopic Dermatitis and Other Inflammatory Diseases Interim safety and pharmacokinetic data fro Exhibit 99.1 Apogee Therapeutics Announces First Participants Dosed in Phase 1 Clinical Trial of APG990, its Novel Half-Life Extended OX40L Antibody for the Treatment of Atopic Dermatitis and Other Inflammatory Diseases Interim safety and pharmacokinetic data from Phase 1 healthy volunteers trial anticipated in 2025 Initiation of the first clinical trial of APG777 and APG990 combination expected t
August 12, 2024	EX-99.1	Apogee Therapeutics Provides Pipeline Progress and Reports Second Quarter 2024 Financial Results Continued advancement of pipeline and execution towards expected milestones, including APG777 16-week proof-of-concept data from the Phase 2 Part A trial Exhibit 99.1 Apogee Therapeutics Provides Pipeline Progress and Reports Second Quarter 2024 Financial Results Continued advancement of pipeline and execution towards expected milestones, including APG777 16-week proof-of-concept data from the Phase 2 Part A trial in 2H 2025, APG808 interim Phase 1 data in 4Q 2024, and APG990 Phase 1 trial initiation in healthy volunteers accelerated to 3Q 2024 APG
August 12, 2024	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables FORM S-3 Registration Statement under the Securities Act of 1933 (Form Type) Apogee Therapeutics, Inc.
August 12, 2024	EX-99.2	CORPORATE OVERVIEW August 2024 Exhibit 99.2 CORPORATE OVERVIEW August 2024 2 © Apogee Therapeutics, Inc. Disclaimers and Forward - looking statements This presentation contains certain "forward - looking statements" within the meaning of applicable securities laws . Other than statements of historical facts, all statements included in this presentation are forward - looking statements, including statements about our plan s our
August 12, 2024	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 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): August 12, 2024 Apogee Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41740 93-4958665 (State of Incorporation or Organization) (Commission Fil
August 12, 2024	EX-10.3	First Amendment to License Agreement, dated December 4, 2023, by and between the Company and MIL 6T, LLC. First Amendment to License Agreement This First Amendment to License Agreement is dated December 4, 2023 (“First Amendment”) and is entered into between Apogee Therapeutics, Inc.
August 12, 2024	S-3ASR	As filed with the Securities and Exchange Commission on August 12, 2024. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 12, 2024.
August 12, 2024	EX-10.1	First Amendment to the Apogee Therapeutics 2023 Employee Stock Purchase Plan. FIRST AMENDMENT TO THE Apogee THERAPEUTICS, Inc. 2023 EMPLOYEE STOCK PURCHASE Plan WHEREAS, Apogee Therapeutics, Inc., a Delaware corporation (the “Company”) maintains the Apogee Therapeutics, Inc. 2023 Employee Stock Purchase Plan (the “Plan”); and WHEREAS, pursuant to Section 19(b) of the Plan, the Compensation Committee of the Board of Directors of the Company (the “Committee”) in its sole disc
August 12, 2024	EX-10.2	License Agreement, dated November 22, 2023, by and between the Company and MIL 6T, LLC. License Agreement This License Agreement, made and entered into as of November 22, 2023 (“Agreement”), is by and between Apogee Therapeutics, Inc.
August 12, 2024	EX-1.2	dated August 12, 2024 between Apogee Therapeutics, Inc. and Jefferies LLC. Exhibit 1.2 OPEN MARKET SALE AGREEMENTSM August 12, 2024 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Apogee Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s commo
August 12, 2024	EX-FILING FEES	Filing Fee Table. Exhibit 107.1 Calculation of Filing Fee Table FORM S-8 (Form Type) Apogee Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par val
August 12, 2024	EX-10.4	Second Amendment to License Agreement, dated February 26, 2024, by and between the Company and MIL 6T, LLC. Second Amendment to License Agreement This Second Amendment to License Agreement is dated February 26, 2024 (“Second Amendment”) and is entered into between Apogee Therapeutics, Inc.
August 12, 2024	EX-99.2	Mark McKenna Non-Plan Stock Option Grant Notice and Award Agreement. Exhibit 99.2 APOGEE THERAPEUTICS, INC. NON-PLAN STOCK OPTION AGREEMENT GRANT NOTICE FOR NONQUALIFIED STOCK OPTIONS FOR GOOD AND VALUABLE CONSIDERATION, Apogee Therapeutics, Inc. (the “Company”), hereby grants to Participant named below the Nonqualified Stock Option (the “Option”) to purchase any part or all of the number of shares of Common Stock that are covered by this Option at the Exercise Pri
August 12, 2024	S-8	As filed with the Securities and Exchange Commission on August 12, 2024 As filed with the Securities and Exchange Commission on August 12, 2024 Registration No.
August 12, 2024	EX-4.3	Form of Debt Indenture. Exhibit 4.3 APOGEE THERAPEUTICS, INC. Debt Securities Indenture Dated as of                      , 202 [                            ], as Trustee CROSS-REFERENCE TABLE This Cross-Reference Table is not a part of the Indenture TIA Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (b) 7.08; 7.10; 12.02 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2.05 (b) 12.03 (c) 12.03 313(a) 7.
August 12, 2024	EX-10.5	Third Amendment to License Agreement, dated June 10, 2024, by and between the Company and MIL 6T, LLC. Third Amendment to License Agreement This Third Amendment to License Agreement is dated June 10, 2024 (“Third Amendment”) and is entered into between Apogee Therapeutics, Inc.
August 12, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41740 Apogee Therapeutics, Inc.
June 7, 2024	8-K	Submission of Matters to a Vote of Security Holders 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): June 5, 2024 Apogee Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41740 93-4958665 (State of Incorporation or Organization) (Commission File N
May 28, 2024	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin
May 28, 2024	8-K	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): May 24, 2024 Apogee Therapeutics, 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): May 24, 2024 Apogee Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41740 93-4958665 (State of Incorporation or Organization) (Commission File N
May 28, 2024	EX-99.1	Apogee Therapeutics Expands Board of Directors with the Appointment of Lisa Bollinger, MD Exhibit 99.1 Apogee Therapeutics Expands Board of Directors with the Appointment of Lisa Bollinger, MD San Francisco, CA and Waltham, MA, May 28, 2024 – Apogee Therapeutics, Inc. (Nasdaq: APGE), a clinical-stage biotechnology company advancing differentiated biologics for the treatment of atopic dermatitis, chronic obstructive pulmonary disease (COPD) and other inflammatory and immunology (I&I) in
May 15, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits 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): May 15, 2024 Apogee Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41740 93-4958665 (State of Incorporation or Organization) (Commission File N
May 15, 2024	EX-99.1	Apogee Announces Dosing of First Patient in Phase 2 Atopic Dermatitis Trial of APG777, a Novel Subcutaneous Half-life Extended Anti-IL-13 Antibody for the Treatment of Atopic Dermatitis and Other Inflammatory Diseases Interim clinical data from APG77 Exhibit 99.1 Apogee Announces Dosing of First Patient in Phase 2 Atopic Dermatitis Trial of APG777, a Novel Subcutaneous Half-life Extended Anti-IL-13 Antibody for the Treatment of Atopic Dermatitis and Other Inflammatory Diseases Interim clinical data from APG777 Phase 1 healthy volunteers study exceeded all trial objectives and achieved a half-life of approximately 75 days with a potentially bes
May 13, 2024	EX-99.1	Apogee Therapeutics Highlights Pipeline Progress and Reports First Quarter 2024 Financial Results Initiated a Phase 2 clinical trial of APG777, a subcutaneous half-life extended monoclonal antibody targeting IL-13, in patients with moderate-to-severe Exhibit 99.1 Apogee Therapeutics Highlights Pipeline Progress and Reports First Quarter 2024 Financial Results Initiated a Phase 2 clinical trial of APG777, a subcutaneous half-life extended monoclonal antibody targeting IL-13, in patients with moderate-to-severe atopic dermatitis, with 16-week proof-of-concept data from Part A of the trial expected in 2H 2025 First participant dosed in Phase 1 he
May 13, 2024	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 13, 2024 Apogee Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41740 93-4958665 (State of Incorporation or Organization) (Commission File N
May 13, 2024	S-8	As filed with the Securities and Exchange Commission on May 13, 2024 As filed with the Securities and Exchange Commission on May 13, 2024 Registration No.
May 13, 2024	EX-FILING FEES	Filing Fee Table. Exhibit 107.1 Calculation of Filing Fee Tables FORM S-8 (Form Type) Apogee Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title (1) Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par v
May 13, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41740 Apogee Therapeutics, Inc.
April 24, 2024	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul
April 24, 2024	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin
April 1, 2024	SC 13D/A	APGE / Apogee Therapeutics, Inc. / Fairmount Funds Management LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) APOGEE THERAPEUTICS, INC. (Name of Issuer) Common Stock, $0.00001 par value (Title of Class of Securities) 03770N 101 (CUSIP Number) Ms. Erin O’Connor Fairmount Funds Management LLC 200 Barr Harbor Drive, Suite 400 West Conshohocken, PA 19428 (267) 262-53
March 25, 2024	EX-99.1	Apogee Therapeutics Announces First Participants Dosed in Phase 1 Trial of APG808, its Novel Half-life Extended IL-4Rα Antibody for the Treatment of Chronic Obstructive Pulmonary Disease (COPD) and Other Inflammatory Diseases Preclinical data with AP Exhibit 99.1 Apogee Therapeutics Announces First Participants Dosed in Phase 1 Trial of APG808, its Novel Half-life Extended IL-4Rα Antibody for the Treatment of Chronic Obstructive Pulmonary Disease (COPD) and Other Inflammatory Diseases Preclinical data with APG808 demonstrate the potential for improved dosing over other treatment options in development, including the potential for dosing every
March 25, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits 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): March 25, 2024 Apogee Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41740 88-0588063 (State of Incorporation or Organization) (Commission File
March 11, 2024	424B4	6,774,193 Shares Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-277664 and 333-277763 PROSPECTUS 6,774,193 Shares Common Stock We are offering 6,774,193 shares of our common stock. The public offering price for each share of common stock is $62.00. Our common stock trades on The Nasdaq Global Market (Nasdaq) under the symbol “APGE.” We are an “emerging growth company” and a “smaller re
March 7, 2024	S-1MEF	As filed with the Securities and Exchange Commission on March 7, 2024 As filed with the Securities and Exchange Commission on March 7, 2024 Registration No.
March 7, 2024	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-1MEF (Form Type) Apogee Therapeutics, Inc.
March 5, 2024	EX-4.3	Description of the Company’s Securities Exhibit 4.3 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General The following is a summary of the material terms of the capital stock of Apogee Therapeutics, Inc. (“we,” “us,” “our” or the “Company”) as well as other material terms of our amended and restated certificate of incorporation and amended and restated bylaws and certain
March 5, 2024	EX-10.6	Equity Incentive Plan Form of Restricted Unit Award Grant Notice Exhibit 10.6 EMPLOYEE FORM APOGEE THERAPEUTICS, INC. 2023 EQUITY INCENTIVE PLAN GRANT NOTICE FOR RESTRICTED STOCK UNIT AWARD FOR GOOD AND VALUABLE CONSIDERATION, Apogee Therapeutics, Inc., a Delaware corporation (the “Company”), hereby grants to the Participant named below the number of Restricted Stock Units (the “RSUs”) specified below (the “Award”) under the Apogee Therapeutics, Inc. 2023 Equit
March 5, 2024	EX-1.1	Form of Underwriting Agreement. Exhibit 1.1 [●] Shares Apogee Therapeutics, Inc. UNDERWRITING AGREEMENT [●], 2024 JEFFERIES LLC BOFA SECURITIES, INC. GOLDMAN SACHS & CO. LLC COWEN AND COMPANY, LLC STIFEL, NICOLAUS & COMPANY, INCORPORATED As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o BOFA SECURITIES, INC. One Bryant Park New York, New York 10036 c/o GOLDMAN SACHS
March 5, 2024	CORRESP	March 5, 2024 March 5, 2024 VIA EDGAR AND EMAIL United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.
March 5, 2024	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Apogee Therapeutics, Inc.
March 5, 2024	CORRESP	[Signature page follows] March 5, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Chris Edwards Re: Apogee Therapeutics, Inc. Registration Statement on Form S-1 (File No. 333-277664) Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, please be
March 5, 2024	EX-99.2	Apogee Announces Positive Interim Results from Phase 1 Healthy Volunteer Trial for APG777, its Novel Half-Life Extended Anti-IL-13 Antibody for the Treatment for Atopic Dermatitis and Other Inflammatory Diseases, Exceeding its Trial Objectives Ahead Exhibit 99.2 Apogee Announces Positive Interim Results from Phase 1 Healthy Volunteer Trial for APG777, its Novel Half-Life Extended Anti-IL-13 Antibody for the Treatment for Atopic Dermatitis and Other Inflammatory Diseases, Exceeding its Trial Objectives Ahead of Schedule with Half-Life of Approximately 75 days Pharmacokinetic data support potential best-in-class profile with potential for impro
March 5, 2024	EX-97.1	Incentive Compensation Clawback Policy Exhibit 97.1 INCENTIVE COMPENSATION CLAWBACK POLICY Recoupment of Incentive-Based Compensation It is the policy of Apogee Therapeutics, Inc. (the “Company”) that, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements (including any such correction that is material to the previously issued financial statements, or that would result in a mate
March 5, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits 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): March 5, 2024 Apogee Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41740 88-0588063 (State of Incorporation or Organization) (Commission File
March 5, 2024	EX-99.1	© Apogee Therapeutics, Inc. 2 Disclaimers and Forward-looking statements This presentation contains certain "forward-looking statements" within the meaning of applicable securities laws. Other than statements of historical facts, all statements inclu Exhibit 99.1 APG777 PHASE 1 DATA March 2024 © Apogee Therapeutics, Inc. 2 Disclaimers and Forward-looking statements This presentation contains certain "forward-looking statements" within the meaning of applicable securities laws. Other than statements of historical facts, all statements included in this presentation are forward-looking statements, including statements about our plans, objectives,
March 5, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 5, 2024 Apogee Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41740 88-0588063 (State of Incorporation or Organization) (Commission File
March 5, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark one) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41740 Apogee Therapeutics, Inc.
March 5, 2024	S-1	As filed with the Securities and Exchange Commission on March 5, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 5, 2024 Registration No.
March 5, 2024	EX-99.1	Apogee Therapeutics Provides Pipeline Progress and Reports Fourth Quarter and Full Year 2023 Financial Results Positive interim results from APG777 Phase 1 healthy volunteer clinical trial exceeded objectives with approximately 75-day half-life which Exhibit 99.1 Apogee Therapeutics Provides Pipeline Progress and Reports Fourth Quarter and Full Year 2023 Financial Results Positive interim results from APG777 Phase 1 healthy volunteer clinical trial exceeded objectives with approximately 75-day half-life which supports the potential for higher exposures leading to potential for improved clinical responses in induction than currently available b
February 14, 2024	EX-99.1	Exhibit 1: Joint Filing Agreement EX-99.1 2 tm246065d26ex1.htm EXHIBIT 1 EXHIBIT 1 AGREEMENT This Joint Filing Agreement, dated as of February 14, 2024, is by and among RA Capital Management, L.P., Peter Kolchinsky and Rajeev Shah (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/o
February 14, 2024	SC 13G/A	US03770N1019 / Apogee Therapeutics, Inc. / Deep Track Capital, LP Passive Investment SC 13G/A 1 deeptrack-apge123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Apogee Therapeutics, Inc. (Name of Issuer) Common Stock, $0.00001 par value (Title of Class of Securities) 03770N101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the
February 14, 2024	SC 13G	US03770N1019 / Apogee Therapeutics, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13G Passive Investment SC 13G 1 tm246065d26sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Apogee Therapeutics, Inc. (Name of Issuer) Voting Common Stock, par value $0.00001 per share (Title of Class of Securities) 03770N101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statem
February 9, 2024	DRS	Confidential Treatment Requested by Apogee Therapeutics, Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on February 9, 2024 This draft registration statement has not been filed publicly TABLE OF CONTENTS Confidential Treatment Requested by Apogee Therapeutics, Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on February 9, 2024 This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidential. Registration No. 333-
January 31, 2024	SC 13D/A	US03770N1019 / Apogee Therapeutics, Inc. / Fairmount Funds Management LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) APOGEE THERAPEUTICS, INC. (Name of Issuer) Common Stock, $0.00001 par value (Title of Class of Securities) 03770N 101 (CUSIP Number) Ms. Erin O’Connor Fairmount Funds Management LLC 200 Barr Harbor Drive, Suite 400 West Conshohocken, PA 19428 (267) 262-53
November 13, 2023	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 13, 2023 Apogee Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41740 88-0588063 (State of Incorporation or Organization) (Commission F
November 13, 2023	EX-99.1	Apogee Highlights Corporate Progress and Reports Third Quarter 2023 Financial Results Phase 1 clinical trial of APG777, a fully optimized, subcutaneous, extended half-life anti-IL-13 antibody, initiated ahead of schedule with initial PK and safety da Exhibit 99.1 Apogee Highlights Corporate Progress and Reports Third Quarter 2023 Financial Results Phase 1 clinical trial of APG777, a fully optimized, subcutaneous, extended half-life anti-IL-13 antibody, initiated ahead of schedule with initial PK and safety data from healthy volunteers expected mid-2024; on track to begin Phase 2 in moderate-to-severe atopic dermatitis in 2024 Announcing our fi
November 13, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41740 Apogee Therapeutics, Inc.
November 13, 2023	EX-10.7	2023 Option Agreement, dated November 9, 2023, by and between the Company and Paragon Therapeutics, Inc. (incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q filed on November 13, 2023). Exhibit 10.7 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. ANTIBODY DISCOVERY AND OPTION AGREEMENT THIS ANTIBODY DISCOVERY AND OPTION AGREEMENT (“Agreement”) is entered into and effective as of November 9, 2023 (the “Effective Date”)
November 3, 2023	SC 13G	US03770N1019 / Apogee Therapeutics, Inc. / ACCESS INDUSTRIES MANAGEMENT, LLC - SC 13G Passive Investment SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Apogee Therapeutics, Inc. (Name of Issuer) Common stock, par value $0.00001 per share (Title of Class of Securities) 03770N101 (CUSIP Number) October 24, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule
November 3, 2023	EX-99.2	LIMITED POWER OF ATTORNEY EX-99.2 3 d691499dex992.htm EX-99.2 Exhibit 99.2 LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Lincoln Benet and Alejandro Moreno, and each of them individually, the undersigned’s true and lawful attorney-in-fact to: • execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of Apogee Therapeutics
November 3, 2023	EX-99.1	JOINT FILING AGREEMENT EX-99.1 2 d691499dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13G to which this Exhibit is attached is filed on behalf of each of them. Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached. Each of
August 28, 2023	EX-2.1	Contribution and Exchange Agreement, effective July 13, 2023, by and among the Company and the Unit Holders named therein (filed with the SEC as Exhibit 2.1 to the Company’s Form 10-Q filed on August 28, 2023) Exhibit 2.1 CONTRIBUTION AND EXCHANGE AGREEMENT This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of July 9, 2023, by and among Apogee Therapeutics, Inc., a Delaware corporation (the “Company”), and the holders of Common Units, Series A Preferred Units, Series B Preferred Units and Incentive Units (each as defined in the Operating Agreement (as defined below)) (collectively, “
August 28, 2023	EX-10.4	Employment Agreement, dated August 25, 2023, by and between the Company and Carl Dambkowski, M.D. (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on August 28, 2023). Exhibit 10.4 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is entered into as of August 25, 2023 (the “Effective Date”), by and between Carl Dambkowski (“Executive”) and Apogee Therapeutics, Inc. (the “Company”). This Agreement amends and restates in its entirety the Executive Employment Agreement dated as of August 28, 2022. WHEREAS, Executive is currently e
August 28, 2023	EX-10.9	Apogee Therapeutics, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 of the Company’s Quarterly Report on Form 10-Q filed on August 28, 2023). Exhibit 10.9 APOGEE THERAPEUTICS, INC. 2023 EQUITY INCENTIVE PLAN 1. Purpose The purpose of this Apogee Therapeutics, Inc. 2023 Equity Incentive Plan (the “Plan”) is to promote and closely align the interests of employees, officers, non-employee directors and other individual service providers of Apogee Therapeutics, Inc. and its stockholders by providing stock-based compensation and other perform
August 28, 2023	EX-4.2	Registration Rights Agreement, dated July 13, 2023, by and among the Company and the Investors named therein (filed with the SEC as Exhibit 4.2 to the Company’s Form 10-Q filed on August 28, 2023). Exhibit 4.2 APOGEE THERAPEUTICS, INC. REGISTRATION RIGHTS AGREEMENT July 13, 2023 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of July 13, 2023, by and among Apogee Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (each of which is referred to in this Agreement as an “Investor”). RECIT
August 28, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41740 Apogee Therapeutics, Inc.
August 28, 2023	EX-3.1	Amended and Restated Certificate of Incorporation of the Registrant (filed with the SEC as Exhibit 3.1 to the Company’s Form 10-Q filed on August 28, 2023 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF APOGEE THERAPEUTICS, INC. (a Delaware corporation) Apogee Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Apogee Therapeutics, Inc. The date of the filing of its original Certificate of Incorporation (t
August 28, 2023	EX-3.2	Amended and Restated Bylaws of the Registrant (filed with the SEC as Exhibit 3.2 to the Company’s Form 10-Q filed on August 28, 2023) Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF APOGEE THERAPEUTICS, INC. (a Delaware corporation) ARTICLE I CORPORATE OFFICES Section 1.1Registered Office. The registered office of Apogee Therapeutics, Inc., a Delaware corporation (the “Corporation”), shall be fixed in the Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the “Certificate of
August 28, 2023	EX-10.3	Employment Agreement, dated August 25, 2023, by and between Apogee Therapeutics, Inc. and Jane Pritchett Henderson (filed with the SEC as Exhibit 10.3 to the Company’s Form 10-Q filed on August 28, 2023). Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is entered into as of August 25, 2023 (the “Effective Date”), by and between Jane Pritchett Henderson (“Executive”) and Apogee Therapeutics, Inc. (the “Company”). This Agreement amends and restates in its entirety the Executive Employment Agreement dated as of January 12, 2023. WHEREAS, Executive is c
August 28, 2023	EX-99.1	Apogee Highlights Corporate Progress and Reports Second Quarter 2023 Financial Results $345 million in gross proceeds raised in upsized IPO, providing a projected operating runway into 4Q 2026 Phase 1 clinical trial initiated and first participant do Exhibit 99.1 Apogee Highlights Corporate Progress and Reports Second Quarter 2023 Financial Results $345 million in gross proceeds raised in upsized IPO, providing a projected operating runway into 4Q 2026 Phase 1 clinical trial initiated and first participant dosed ahead of schedule for lead product candidate, APG777, a fully optimized and half-life extended anti-IL-13 antibody for the treatment
August 28, 2023	EX-10.2	Employment Agreement, dated August 25, 2023, by and between the Company and Michael Henderson, M.D. (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on August 28, 2023). Exhibit 10.2 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is entered into as of August 25, 2023 (the “Effective Date”), by and between Michael Henderson, MD (“Executive”) and Apogee Therapeutics, Inc. (the “Company”). This Agreement amends and restates in its entirety the Employment Agreement dated as of June 21, 2023. WHEREAS, Executive
August 28, 2023	EX-FILING FEES	Filing Fee Table. Exhibit 107.1 Calculation of Filing Fee Tables FORM S-8 (Form Type) Apogee Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title (1) Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par v
August 28, 2023	S-8	As filed with the Securities and Exchange Commission on August 28, 2023 As filed with the Securities and Exchange Commission on August 28, 2023 Registration No.
August 28, 2023	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 28, 2023 Apogee Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41740 88-0588063 (State of Incorporation or Organization) (Commission Fil
August 21, 2023	EX-99.1	Apogee Therapeutics Appoints Mark C. McKenna, Healthcare Veteran and Former Chairman, President and CEO of Prometheus Biosciences, as Chairman of its Board Exhibit 99.1 Apogee Therapeutics Appoints Mark C. McKenna, Healthcare Veteran and Former Chairman, President and CEO of Prometheus Biosciences, as Chairman of its Board San Francisco, CA and Waltham, MA, Aug. 21, 2023 - Apogee Therapeutics, Inc. (Nasdaq: APGE), a clinical-stage biotechnology company advancing differentiated biologics for the treatment of atopic dermatitis (AD), chronic obstructive
August 21, 2023	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits 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): August 17, 2023 Apogee Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41740 88-0588063 (State of Incorporation or Organization) (Commission Fil
August 7, 2023	EX-99.1	Apogee Announces First Participants Dosed Ahead of Schedule in Phase 1 Trial of APG777, its Novel Half-life Extended Anti-IL-13 Antibody for the Treatment of Atopic Dermatitis and Other Inflammatory Diseases Preclinical data with APG777 demonstrate t Exhibit 99.1 Apogee Announces First Participants Dosed Ahead of Schedule in Phase 1 Trial of APG777, its Novel Half-life Extended Anti-IL-13 Antibody for the Treatment of Atopic Dermatitis and Other Inflammatory Diseases Preclinical data with APG777 demonstrate the potential for significantly improved dosing over standard of care, including the potential for every two- or three-month dosing Initia
August 7, 2023	8-K	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): August 7, 2023 Apogee Therapeutic 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): August 7, 2023 Apogee Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41740 88-0588063 (State of Incorporation or Organization) (Commission File
July 28, 2023	SC 13D	APGE / Apogee Therapeutics Inc. / Venrock Healthcare Capital Partners III, L.P. - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Apogee Therapeutics, Inc. (Name of Issuer) Common Stock, $0.00001 par value (Title of Class of Securities) 03770N101 (CUSIP Number) Sherman G. Souther Venrock 3340 Hillview Avenue Palo Alto, CA 94304 (650) 561-9580 (Name, Address and Telephone Number of P
July 24, 2023	SC 13G	APGE / Apogee Therapeutics Inc. / Deep Track Capital, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.
July 21, 2023	EX-99.1	Joint Filing Agreement. EX-99.1 2 tm2321824d1ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, $0.00001 par value per share, of Apogee Therapeutics, I
July 21, 2023	SC 13D	APGE / Apogee Therapeutics Inc. / Fairmount Funds Management LLC - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) APOGEE THERAPEUTICS, INC. (Name of Issuer) Common Stock, $0.00001 par value (Title of Class of Securities) 03770N 101 (CUSIP Number) Ms. Erin O’Connor Fairmount Funds Management LLC 200 Barr Harbor Drive, Suite 400 West Conshohocken, PA 19428 (267) 262-530
July 17, 2023	424B4	17,650,000 Shares Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-272831 and 333-273236 PROSPECTUS 17,650,000 Shares Common Stock We are offering 17,650,000 shares of our common stock. This is our initial public offering and prior to this offering, no public market existed for our common stock. The initial public offering price is $17.00 per share. Our common stock has been approved for l
July 13, 2023	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-1MEF (Form Type) Apogee Therapeutics, Inc.
July 13, 2023	S-1MEF	As filed with the Securities and Exchange Commission on July 13, 2023 As filed with the Securities and Exchange Commission on July 13, 2023 Registration No.
July 11, 2023	CORRESP	[signature page follows] July 11, 2023 VIA EDGAR AND EMAIL United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.
July 11, 2023	CORRESP	July 11, 2023 July 11, 2023 VIA EDGAR AND EMAIL United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.
July 10, 2023	S-1/A	As filed with the Securities and Exchange Commission on July 10, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 10, 2023 Registration No.
July 10, 2023	EX-3.4	Amended and Restated Certificate of Incorporation of the Registrant, to be in effect prior to the effectiveness of this registration statement. Exhibit 3.4 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF APOGEE THERAPEUTICS, INC. (a Delaware corporation) Apogee Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Apogee Therapeutics, Inc. The date of the filing of its original Certificate of Incorporation (t
July 10, 2023	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Apogee Therapeutics, Inc.
July 10, 2023	EX-10.14	2023 Equity Incentive Plan. Exhibit 10.14 APOGEE THERAPEUTICS, INC. 2023 EQUITY INCENTIVE PLAN 1. Purpose The purpose of this Apogee Therapeutics, Inc. 2023 Equity Incentive Plan (the “Plan”) is to promote and closely align the interests of employees, officers, non-employee directors and other individual service providers of Apogee Therapeutics, Inc. and its stockholders by providing stock-based compensation and other perfor
July 10, 2023	EX-10.15	2023 Employee Stock Purchase Plan (filed with the SEC as Exhibit 10.15 to the Company’s Form S-1/A filed on July 10, 2023). Exhibit 10.15 APOGEE THERAPEUTICS, INC. 2023 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose The purpose of this Apogee Therapeutics, Inc. 2023 Employee Stock Purchase Plan (the “Plan”) is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock through accumulated Contributions. The Company’s intention is to have the Plan qualify as an “employee sto
July 10, 2023	CORRESP	Abu Dhabi · Beijing · Brussels · Century City · Dallas · Denver · Dubai · Frankfurt · Hong Kong · Houston · London · Los Angeles Munich · New York · Orange County · Palo Alto · Paris · San Francisco · Singapore · Washington, D.C. July 10, 2023 CONFIDENTIAL SUBMISSION VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Alan Campbell and Suzanne Hayes Re: Apogee Therapeutics, Inc. Registration Statement on Form S-1 Filed on June 22, 2023 File No. 333-272831 Ladies and Gentlemen: On behalf of Apogee Therapeutics, Inc. (the “C
July 10, 2023	8-A12B	Form 8-A, filed pursuant to Section 12 of the Exchange Act, on July 10, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Apogee Therapeutics, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 88-0588063 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 221 Crescent Str
July 3, 2023	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Apogee Therapeutics, Inc.
July 3, 2023	EX-2.1	Form of Contribution and Exchange Agreement. Exhibit 2.1 CONTRIBUTION AND EXCHANGE AGREEMENT This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of [•], 2023, by and among Apogee Therapeutics, Inc., a Delaware corporation (the “Company”), and the holders of Common Units, Series A Preferred Units, Series B Preferred Units and Incentive Units (each as defined in the Operating Agreement (as defined below)) (collectively, “Uni
July 3, 2023	S-1/A	As filed with the Securities and Exchange Commission on July 3, 2023 As filed with the Securities and Exchange Commission on July 3, 2023 Registration No.
July 3, 2023	EX-10.1	Form of Indemnification Agreement (filed with the SEC as Exhibit 10.1 to the Company’s Form S-1/A filed on July 3, 2023). Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is entered into as of by and between Apogee Therapeutics, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”) and shall be deemed effective upon the earliest date that the Indemnitee is duly elected or appointed as a director or officer of the Company. RECITALS WHEREAS, the Board of Directors
July 3, 2023	EX-4.1	Form of Common Stock Certificate of the Registrant (filed with the SEC as Exhibit 4.1 to the Company’s Form S-1/A filed on July 3, 2023) Exhibit 4.1 ★ D EL AWA R E ★ SEAL APOGEE THERAPEUTICS, IN C. CORPORATE June 9, 2023 APGE FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.00001 PAR VALUE PER SHARE, OF Apogee Therapeutics, Inc. transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Tr
July 3, 2023	EX-4.2	Form of Registration Rights Agreement Exhibit 4.2 APOGEE THERAPEUTICS, INC. REGISTRATION RIGHTS AGREEMENT [●], 2023 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of [●], 2023, by and among Apogee Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (each of which is referred to in this Agreement as an “Investor”). RECITALS WHER
July 3, 2023	EX-1.1	Form of Underwriting Agreement. Exhibit 1.1 [●] Shares Apogee Therapeutics, Inc. UNDERWRITING AGREEMENT [●], 2023 JEFFERIES LLC COWEN AND COMPANY, LLC STIFEL, NICOLAUS & COMPANY, INCORPORATED GUGGENHEIM SECURITIES, LLC As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 c/o Stifel, Nicolaus & Company,
July 3, 2023	EX-10.15	Form of 2023 Employee Stock Purchase Plan. Exhibit 10.15 APOGEE THERAPEUTICS, INC. 2023 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose The purpose of this Apogee Therapeutics, Inc. 2023 Employee Stock Purchase Plan (the “Plan”) is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock through accumulated Contributions. The Company’s intention is to have the Plan qualify as an “employee sto
July 3, 2023	EX-10.14	Form of 2023 Equity Incentive Plan. Exhibit 10.14 APOGEE THERAPEUTICS, INC. 2023 EQUITY INCENTIVE PLAN 1. Purpose The purpose of this Apogee Therapeutics, Inc. 2023 Equity Incentive Plan (the “Plan”) is to promote and closely align the interests of employees, officers, non-employee directors and other individual service providers of Apogee Therapeutics, Inc. and its stockholders by providing stock-based compensation and other perfor
July 3, 2023	EX-3.4	Form of Amended and Restated Certificate of Incorporation of the Registrant, to be in effect prior to the effectiveness of this registration statement. Exhibit 3.4 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF APOGEE THERAPEUTICS, INC. (a Delaware corporation) Apogee Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Apogee Therapeutics, Inc. The date of the filing of its original Certificate of Incorporation (t
July 3, 2023	EX-3.5	Form of Amended and Restated Bylaws of the Registrant, to be in effect prior to the effectiveness of this registration statement. Exhibit 3.5 AMENDED AND RESTATED BYLAWS OF APOGEE THERAPEUTICS, INC. (a Delaware corporation) Article I CORPORATE OFFICES Section 1.1          Registered Office. The registered office of Apogee Therapeutics, Inc., a Delaware corporation (the “Corporation”), shall be fixed in the Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the “Cert
June 22, 2023	EX-10.8	Amendment No. 1 to IL-13 License Agreement, dated November 10, 2022, by and between Paragon Therapeutics, Inc. and Apogee Biologics, Inc. (f/k/a Apogee Therapeutics, Inc.). Exhibit 10.8 AMENDMENT #1 TO LICENSE AGREEMENT This Amendment #1 To License Agreement (“Amendment”) is entered into and effective as of November 10, 2022 (the “Amendment Effective Date”), by and between Paragon Therapeutics, Inc., a company organized under the laws of the State of Delaware (“Paragon”), having its principal place of business at 221 Crescent Street, Building 17, Suite 102B, Waltham,
June 22, 2023	EX-10.7	IL-13 License Agreement, dated November 4, 2022, by and between Paragon Therapeutics, Inc. and Apogee Biologics, Inc. (f/k/a Apogee Therapeutics, Inc.). Exhibit 10.7 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. LICENSE AGREEMENT THIS LICENSE AGREEMENT (“Agreement”) is entered into and effective as of November 4, 2022 (the “Effective Date”), by and between Paragon Therapeutics, Inc.,
June 22, 2023	EX-10.5	Antibody Discovery and Option agreement, dated February 24, 2022, by and between Paragon Therapeutics, Inc. and Apogee Biologics, Inc. (f/k/a Apogee Therapeutics, Inc.). Exhibit 10.5 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. ANTIBODY DISCOVERY AND OPTION AGREEMENT This Antibody Discovery And Option Agreement (“Agreement”) is entered into and effective as of February 24, 2022 (the “Effective Date”
June 22, 2023	EX-10.12	Cell Line License Agreement, effective as of June 20, 2022, by and between Paragon Therapeutics, Inc. and WuXi Biologics (Hong Kong) Limited. Exhibit 10.12 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. CELL LINE LICENSE AGREEMENT This Cell Line License Agreement (“Agreement”), effective as of June 20, 2022 (“Effective Date”), is entered and made by and between WuXi Biologi
June 22, 2023	EX-10.3	Employee Offer Letter, effective as of August 28, 2022, by and between Apogee Biologics, Inc. (f/k/a Apogee Therapeutics, Inc.) and Carl Dambkowski, M.D. Exhibit 10.3 Apogee Therapeutics, Inc. August 28, 2022 Dr. Carl Dambkowski Dear Dr. Dambkowski: Apogee Therapeutics, Inc., a Delaware corporation (the “Company”), is pleased to offer you employment on the following terms: 1.            Position. Your initial title will be Chief Medical Officer, and you will initially report to the Company’s Chief Executive Officer. This is a full-time exempt posit
June 22, 2023	EX-10.4	Employee Offer Letter, effective as of January 12, 2023, by and between Apogee Biologics, Inc. (f/k/a Apogee Therapeutics, Inc.) and Jane Pritchett Henderson. Exhibit 10.4 Apogee Therapeutics, Inc. January 12, 2023 Jane Pritchett Henderson Dear Jane: Apogee Therapeutics, Inc., a Delaware corporation (the “Company”), is pleased to offer you employment on the following terms: 1.            Position. Your title will be Chief Financial Officer with duties, responsibilities, functions and authority in a manner reasonably consistent with this title, and you w
June 22, 2023	EX-3.1	Second Amended and Restated Limited Liability Company Agreement of Apogee Therapeutics, LLC, dated November 15, 2022, as amended. Exhibit 3.1 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF APOGEE THERAPEUTICS, LLC A Delaware Limited Liability Company Dated as of November 15, 2022 ARTICLE I ORGANIZATION AND POWERS 1 1.01 Organization 1 1.02 Purpose and Powers 2 1.03 Principal Place of Business 2 1.04 Fiscal Year 2 1.05 Qualification in Other Jurisdictions 2 1.06 Tax Status 2 ARTICLE II MEMBERS; CAPITAL STR
June 22, 2023	EX-3.2	Certificate of Incorporation of the Registrant, dated June 9, 2023. Exhibit 3.2 CERTIFICATE OF INCORPORATION OF Apogee Therapeutics, Inc. (a Delaware corporation) Article I NAME The name of the corporation is Apogee Therapeutics, Inc. (the “Corporation”). Article II AGENT The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address
June 22, 2023	EX-10.6	Amendment No. 1 to Antibody Discovery and Option agreement, dated November 10, 2022, by and between Paragon Therapeutics, Inc. and Apogee Biologics, Inc. (f/k/a Apogee Therapeutics, Inc.). Exhibit 10.6 AMENDMENT TO ANTIBODY DISCOVERY AND OPTION AGREEMENT This Amendment To Antibody Discovery And Option Agreement (“Amendment”) is entered into and effective as of November 10, 2022 (the “Amendment Effective Date”), by and between Paragon Therapeutics, Inc., a company organized under the laws of the State of Delaware (“Paragon”), having its principal place of business at 221 Crescent Str
June 22, 2023	EX-10.13	Novation Agreement, dated April 1, 2023, by and between Paragon Therapeutics, Inc., Apogee Biologics, Inc. (f/k/a Apogee Therapeutics, Inc.) and WuXi Biologics (Hong Kong) Limited. Exhibit 10.13 NOVATION AGREEMENT This Novation Agreement (this “Novation Agreement”) dated as of April 1, 2023 (the “Effective Date”), is entered into by and among (i) Paragon Therapeutics, Inc., a Delaware corporation with an office at 34 Cypress Rd., Arlington, MA 02474 (the “Transferor”), (ii) Apogee Therapeutics, Inc., a Delaware corporation with an office at 221 Crescent St., Building 17, Sui
June 22, 2023	EX-3.3	Bylaws of the Registrant. Exhibit 3.3 BYLAWS OF APOGEE THERAPEUTICS, INC., a Delaware corporation (the “Corporation”) Article I CORPORATE OFFICES Section 1.1         Registered Office. The registered office of the Corporation shall be fixed in the Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the “Certificate of Incorporation”). Section 1.2         Other Offi
June 22, 2023	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Apogee Therapeutics, Inc.
June 22, 2023	EX-21.1	Subsidiaries of the Registrant. Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of Organization Apogee Biologics, Inc. Delaware
June 22, 2023	EX-10.11	Biologics Master Services Agreement, dated June 20, 2022 by and between Paragon Therapeutics, Inc. and WuXi Biologics (Hong Kong) Limited. Exhibit 10.11 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. BIOLOGICS MASTER SERVICES AGREEMENT This Biologics Master Services Agreement (this “Agreement”) is dated as of June 20, 2022 (the “Effective Date”) and is between Paragon Th
June 22, 2023	EX-10.2	Employment Agreement, dated June 21, 2023, by and between Apogee Biologics, Inc. and Michael Henderson, M.D. Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is dated as of June 21, 2023 (the “Effective Date”), between Apogee Biologics, Inc. (the “Company”), on the one hand, and Michael Henderson, MD (variously “you” or “your”). WHEREAS, you have served as Chief Executive Officer of the Company (“CEO”) since September 16, 2022; WHEREAS, you and Company desire that you continue to
June 22, 2023	CORRESP	2 June 22, 2023 CONFIDENTIAL SUBMISSION VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Arzhang Navai and Suzanne Hayes Re: Apogee Therapeutics, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted June 5, 2023 CIK No. 0001974640 Ladies and Gentlemen: On behalf of Apogee Th
June 22, 2023	EX-10.9	IL-4Rα License Agreement, dated April 3, 2023, by and between Paragon Therapeutics, Inc. and Apogee Biologics, Inc. (f/k/a Apogee Therapeutics, Inc.) (incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-1 filed on June 22, 2023). Exhibit 10.9 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. LICENSE AGREEMENT This License Agreement (“Agreement”) is entered into and effective as of April 3, 2023 (the “Effective Date”), by and between Paragon Therapeutics, Inc., a
June 22, 2023	EX-10.10	OX40L License Agreement, dated April 28, 2023, by and between Paragon Therapeutics, Inc. and Apogee Biologics, Inc. (f/k/a Apogee Therapeutics, Inc.). Exhibit 10.10 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. LICENSE AGREEMENT This License Agreement (“Agreement”) is entered into and effective as of April 28, 2023 (the “Effective Date”), by and between Paragon Therapeutics, Inc.,
June 22, 2023	S-1	Power of Attorney TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 22, 2023 Registration No.
June 5, 2023	EX-10.13	NOVATION AGREEMENT Exhibit 10.13 NOVATION AGREEMENT This Novation Agreement (this “Novation Agreement”) dated as of April 1, 2023 (the “Effective Date”), is entered into by and among (i) Paragon Therapeutics, Inc., a Delaware corporation with an office at 34 Cypress Rd., Arlington, MA 02474 (the “Transferor”), (ii) Apogee Therapeutics, Inc., a Delaware corporation with an office at 221 Crescent St., Building 17, Sui
June 5, 2023	EX-10.6	AMENDMENT TO ANTIBODY DISCOVERY AND OPTION AGREEMENT Exhibit 10.6 AMENDMENT TO ANTIBODY DISCOVERY AND OPTION AGREEMENT This Amendment To Antibody Discovery And Option Agreement (“Amendment”) is entered into and effective as of November 10, 2022 (the “Amendment Effective Date”), by and between Paragon Therapeutics, Inc., a company organized under the laws of the State of Delaware (“Paragon”), having its principal place of business at 221 Crescent Str
June 5, 2023	EX-10.11	[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. BIOLOGICS MASTER SERVICES AGREEMENT Exhibit 10.11 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. BIOLOGICS MASTER SERVICES AGREEMENT This Biologics Master Services Agreement (this “Agreement”) is dated as of June 20, 2022 (the “Effective Date”) and is between Paragon Th
June 5, 2023	DRS/A	As confidentially submitted to the Securities and Exchange Commission on June 5, 2023 This Amendment No. 1 to the draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on June 5, 2023 This Amendment No.
June 5, 2023	EX-10.12	[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. CELL LINE LICENSE AGREEMENT Exhibit 10.12 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. CELL LINE LICENSE AGREEMENT This Cell Line License Agreement (“Agreement”), effective as of June 20, 2022 (“Effective Date”), is entered and made by and between WuXi Biologi
June 5, 2023	EX-10.8	AMENDMENT #1 TO LICENSE AGREEMENT Exhibit 10.8 AMENDMENT #1 TO LICENSE AGREEMENT This Amendment #1 To License Agreement (“Amendment”) is entered into and effective as of November 10, 2022 (the “Amendment Effective Date”), by and between Paragon Therapeutics, Inc., a company organized under the laws of the State of Delaware (“Paragon”), having its principal place of business at 221 Crescent Street, Building 17, Suite 102B, Waltham,
June 5, 2023	EX-3.1	SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF APOGEE THERAPEUTICS, LLC A Delaware Limited Liability Company Dated as of November 15, 2022 Exhibit 3.1 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF APOGEE THERAPEUTICS, LLC A Delaware Limited Liability Company Dated as of November 15, 2022 ARTICLE I ORGANIZATION AND POWERS 1 1.01 Organization 1 1.02 Purpose and Powers 2 1.03 Principal Place of Business 2 1.04 Fiscal Year 2 1.05 Qualification in Other Jurisdictions 2 1.06 Tax Status 2 ARTICLE II MEMBERS; CAPITAL STR
June 5, 2023	EX-10.9	[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. LICENSE AGREEMENT Exhibit 10.9 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. LICENSE AGREEMENT This License Agreement (“Agreement”) is entered into and effective as of April 3, 2023 (the “Effective Date”), by and between Paragon Therapeutics, Inc., a
June 5, 2023	DRSLTR	2 June 5, 2023 CONFIDENTIAL SUBMISSION VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Arzhang Navai and Suzanne Hayes Re: Apogee Therapeutics, LLC Draft Registration Statement on Form S-1 Submitted April 28, 2023 Amendment No. 1 to Draft Registration Statement on Form S-1 CIK No. 0001974640 Lad
June 5, 2023	EX-10.3	Apogee Therapeutics, Inc. August 28, 2022 Exhibit 10.3 Apogee Therapeutics, Inc. August 28, 2022 Dr. Carl Dambkowski Dear Dr. Dambkowski: Apogee Therapeutics, Inc., a Delaware corporation (the “Company”), is pleased to offer you employment on the following terms: 1.            Position. Your initial title will be Chief Medical Officer, and you will initially report to the Company’s Chief Executive Officer. This is a full-time exempt posit
June 5, 2023	EX-10.4	Apogee Therapeutics, Inc. January 12, 2023 Exhibit 10.4 Apogee Therapeutics, Inc. January 12, 2023 Jane Pritchett Henderson Dear Jane: Apogee Therapeutics, Inc., a Delaware corporation (the “Company”), is pleased to offer you employment on the following terms: 1.            Position. Your title will be Chief Financial Officer with duties, responsibilities, functions and authority in a manner reasonably consistent with this title, and you w
June 5, 2023	EX-10.5	[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. ANTIBODY DISCOVERY AND OPTION AGREEME Exhibit 10.5 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. ANTIBODY DISCOVERY AND OPTION AGREEMENT This Antibody Discovery And Option Agreement (“Agreement”) is entered into and effective as of February 24, 2022 (the “Effective Date”
June 5, 2023	EX-10.7	[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. LICENSE AGREEMENT Exhibit 10.7 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. LICENSE AGREEMENT THIS LICENSE AGREEMENT (“Agreement”) is entered into and effective as of November 4, 2022 (the “Effective Date”), by and between Paragon Therapeutics, Inc.,
April 28, 2023	EX-21.1	SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of Organization Apogee Biologics, Inc. Delaware
April 28, 2023	DRS	As confidentially submitted to the Securities and Exchange Commission on April 28, 2023 This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidentia TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on April 28, 2023 This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidential.
April 28, 2023	EX-3.1	SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF APOGEE THERAPEUTICS, LLC A Delaware Limited Liability Company Dated as of November 15, 2022 EXHIBIT 3.1 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF APOGEE THERAPEUTICS, LLC A Delaware Limited Liability Company Dated as of November 15, 2022 ARTICLE I ORGANIZATION AND POWERS 1 1.01 Organization 1 1.02 Purpose and Powers 2 1.03 Principal Place of Business 2 1.04 Fiscal Year 2 1.05 Qualification in Other Jurisdictions 2 1.06 Tax Status 2 ARTICLE II MEMBERS; CAPITAL STR

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