13D Filings
APOGEE THERAPEUTICS, INC.
APGE
Amendment
Ownership

0.00%

Total Shares

0

Issuer CIK

1974640

Event Date

Sep 2, 2026

Accepted

Sep 8, 2026, 05:08 PM

Reporting Persons (7)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
Venrock Healthcare Capital Partners III, L.P.
Partnership
0.00%000
VHCP Co-Investment Holdings III, LLC
Other
0.00%000
Venrock Healthcare Capital Partners EG, L.P.
Partnership
0.00%000
VHCP Management III, LLC
Other
0.00%000
VHCP Management EG, LLC
Other
0.00%000
Bong Y. Koh
Individual
0.00%000
Nimish Shah
Individual
0.00%000
Disclosure Items (4)

Security Title

Common Stock, par value $0.00001 per share

Issuer Name

APOGEE THERAPEUTICS, INC.

Issuer Address

221 Crescent Street, Building 17, Waltham, MA, 02453

Item 4 of the Statement is hereby amended and supplemented as follows: On June 18, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with AbbVie Inc. ("AbbVie"), Andor LLC, a wholly owned subsidiary of AbbVie ("Parent"), and Andor Merger Co., a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, on September 3, 2026, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"): (i) each share of voting common stock of the Issuer, par value $0.00001 per share, and each share of non-voting common stock of the Issuer, par value $0.00001 per share (each, a "Share"), outstanding immediately prior to the Effective Time, but excluding each Share (A) owned by the Issuer or any of its wholly owned subsidiaries, (B) held by AbbVie, Parent, Merger Sub or any other wholly owned subsidiary of AbbVie, and (C) held by a stockholder who had not voted in favor of the adoption of the Merger Agreement or consented thereto and who was entitled to and properly demanded appraisal, was cancelled and converted into the right to receive $135.11 per Share in cash (the "Merger Consideration"), without interest and subject to any applicable tax withholding; (ii) each option to purchase Shares (each, an "Issuer Option") outstanding immediately prior to the Effective Time (whether vested or unvested) that had an exercise price per Share less than the Merger Consideration was cancelled and converted into the right to receive cash in an amount equal to the product of: (A) the total number of Shares subject to such Issuer Option immediately prior to the Effective Time, multiplied by (B) the excess of (x) the Merger Consideration over (y) the exercise price per Share under such Issuer Option, without interest and subject to any applicable tax withholding. Each Issuer Option outstanding immediately prior to the Effective Time (whether vested or unvested) that had an exercise price per Share greater than or equal to the Merger Consideration was cancelled without any consideration being payable in respect thereof, and had no further force or effect; (iii) each restricted stock unit award of the Issuer (each, a "Issuer RSU") outstanding immediately prior to the Effective Time became fully vested and was cancelled and converted into the right to receive a lump sum cash payment, without interest and subject to any applicable tax withholding, equal to the product of (A) the Merger Consideration, multiplied by (B) the number of Shares subject to such Issuer RSU; (iv) each outstanding restricted stock award of the Issuer (the "Issuer Restricted Stock") outstanding immediately prior to the Effective Time became fully vested and was converted into the right to receive the Merger Consideration for each such share of Issuer Restricted Stock; and (v) each warrant exercisable for Shares (each, a "Issuer Warrant") outstanding immediately prior to the Effective Time, in accordance with its terms, became exercisable by the holder thereof solely for the same Merger Consideration that such holder would have been entitled to receive if such holder had been, immediately prior to the Effective Time, the holder of the number of Shares that were issuable upon exercise in full of such Issuer Warrant without regard to any limitations on exercise contained in such Issuer Warrant. Pursuant to the Merger, the Reporting Persons disposed of an aggregate of 1,750,000 shares of voting common stock, 6,743,321 shares of non-voting common stock, 365,853 pre-funded warrants and stock options exercisable for an aggregate of 80,246 shares for the consideration described above. As a result of the Merger, the common stock ceased to trade on the Nasdaq Global Market prior to the opening of trading on September 4, 2026 and became eligible for delisting from the Nasdaq Global Market and termination of registration pursuant to Rules 12g-4(a)(1) and 12h-3(b)(1)(i) of the Act.

Percentage of Class

Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of shares of common stock of the Issuer and percentage of the shares of common stock of the Issuer beneficially owned by such Reporting Person and are incorporated herein by reference. VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCP Management III and VHCP Management EG.

Number of Shares

Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of shares of common stock of the Issuer as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated herein by reference.

Transactions

Except as set forth herein, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days.

Shareholders

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by any of the Reporting Persons.

Date of 5% Ownership

The Reporting Persons ceased to be the beneficial owners of more than five percent of the Issuer's common stock on September 3, 2026.

Exhibit 24.1 Power of Attorney for Bong Koh, dated September 8, 2026. Exhibit 24.2 Power of Attorney for Nimish Shah, dated September 8, 2026. Exhibit 99.1 Joint Filing Agreement