Apogee Therapeutics, Inc.
9.99%
6,764,974
1974640
Mar 25, 2026
Mar 27, 2026, 05:30 PM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Peter Evan Harwin | Individual | 9.99% | 6,764,974 | 93,374 | 6,671,600 |
| Tomas Kiselak | Individual | 9.99% | 6,764,974 | 93,374 | 6,671,600 |
| Fairmount Funds Management LLC | Investment Adviser | 9.84% | 6,666,332 | 0 | 6,666,332 |
| Fairmount Healthcare Fund II L.P. | Partnership | 9.84% | 6,666,332 | 0 | 6,666,332 |
Disclosure Items (4)
Common Stock, $0.00001 par value
Apogee Therapeutics, Inc.
221 Crescent Street, Waltham, MA, 02453
The information in rows 11 and 13 of each of the cover pages (including the explanatory note in the "Comments") of this Amendment No. 5 is incorporated by reference herein.
The information in rows 7 through 10 of each of the cover pages of this Amendment No. 5 is incorporated by reference herein. In the aggregate, the Reporting Persons have voting and dispositive power over 6,264,531 shares of Common Stock, which is comprised of the following: (i) 298,647 shares of Common Stock held by Fund II; (ii) 6,264,531 shares of Common Stock issuable upon conversion of 6,264,531 shares of Non-Voting Common Stock, held by Fund II, reflecting the beneficial ownership limitation of 9.99% of the outstanding Common Stock; (iii) 51,166 shares of Common Stock held by Mr. Harwin; (iv) 42,208 shares of Common Stock underlying vested options held by Mr. Harwin; (v) 51,166 shares of Common Stock held by Mr. Kiselak; and (vi) 42,208 shares of Common Stock underlying vested options held by Mr. Kiselak. In total, Fund II currently owns 6,743,321 shares of Non-Voting Common Stock.
None
Lock-Up Agreement In connection with the Company's underwritten public offering of common stock that closed on March 26, 2026, Fund II entered into a customary lock-up letter agreement (the "Lock-Up Agreement") with Jefferies LLC, TD Securities (USA) LLC, Stifel, Nicolaus & Company, Incorporated and Guggenheim Securities, LLC, as representatives of the several underwriters party to an underwriting agreement with the Company. Pursuant to the Lock-Up Agreement, Fund II agreed to refrain from selling shares of the Company's securities without the consent of Jefferies LLC, and other customary lock-up conditions, for a period of 60 days from the date of the Company's final prospectus supplement related to the offering. The Reporting Persons did not purchase any securities of the Company or otherwise participate in the offering. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the Lock-Up Agreement, which is filed as Exhibit 99.2 to this Schedule 13D and incorporated herein by reference.
99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed with the SEC on October 14, 2025) 99.2 Lock-Up Agreement (incorporated by reference to Exhibit A to the Underwriting Agreement filed as Exhibit 1.1 of the Company's Form 8-K filed with the SEC on March 25, 2026)