08/12/2024 | Press release | Distributed by Public on 08/12/2024 15:26
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Delaware
(State or other jurisdiction of incorporation or organization) |
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93-4958665
(I.R.S. Employer Identification Number) |
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Ryan A. Murr
Branden C. Berns Melanie E. Neary Gibson, Dunn & Crutcher LLP One Embarcadero, Suite 2600 San Francisco, CA 94111-3715 (415) 393-8373 |
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Matthew Batters
Chief Legal Officer and Secretary 221 Crescent St., Building 17, Suite 102b Waltham, MA 02453 (650) 394-5230 |
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| Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ | |
| | | | | | | Emerging growth company | | | ☒ | |
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ABOUT THIS PROSPECTUS
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| | | | 1 | | |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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| | | | 2 | | |
THE COMPANY
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| | | | 4 | | |
RISK FACTORS
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| | | | 5 | | |
USE OF PROCEEDS
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| | | | 6 | | |
SECURITIES WE MAY OFFER
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| | | | 7 | | |
DESCRIPTION OF SECURITIES
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| | | | 8 | | |
PLAN OF DISTRIBUTION
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| | | | 19 | | |
LEGAL MATTERS
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| | | | 21 | | |
EXPERTS
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| | | | 21 | | |
WHERE YOU CAN FIND MORE INFORMATION
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| | | | 22 | | |
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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| | | | 23 | | |
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ABOUT THIS PROSPECTUS SUPPLEMENT
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| | | | S-1 | | |
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PROSPECTUS SUPPLEMENT SUMMARY
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| | | | S-2 | | |
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THE OFFERING
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| | | | S-3 | | |
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RISK FACTORS
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| | | | S-4 | | |
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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| | | | S-6 | | |
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USE OF PROCEEDS
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| | | | S-8 | | |
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DILUTION
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| | | | S-9 | | |
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PLAN OF DISTRIBUTION
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| | | | S-11 | | |
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LEGAL MATTERS
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| | | | S-12 | | |
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EXPERTS
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| | | | S-12 | | |
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WHERE YOU CAN FIND MORE INFORMATION
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| | | | S-13 | | |
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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| | | | S-14 | | |
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Assumed offering price per share
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| | | | | | | | | $ | 40.87 | | |
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Net tangible book value per share as of June 30, 2024
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| | | $ | 13.23 | | | | | | | | |
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Increase in net tangible book value per share attributable to new investors in offering
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| | | $ | 2.96 | | | | | | | | |
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As adjusted net tangible book value per share as of June 30, 2024, after giving effect to this offering
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| | | | | | | | | $ | 16.19 | | |
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Dilution per share to new investors in this offering
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| | | | | | | | | $ | 24.68 | | |
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Amount
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SEC registration fee
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| | | $ | * | | |
FINRA filing fee
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| | | | 225,500 | | |
Printing and engraving expenses
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| | | | ** | | |
Legal fees and expenses
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| | | | ** | | |
Accounting fees and expenses
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| | | | ** | | |
Transfer agent and registrar fees and expenses
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| | | | ** | | |
Miscellaneous fees and expenses
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| | | | ** | | |
Total
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| | | $ | ** | | |
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Exhibit No.
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Description
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| 1.1* | | | Form of Underwriting Agreement. | |
| 1.2 | | | Open Market Sale AgreementSMdated August 12, 2024 between Apogee Therapeutics, Inc. and Jefferies LLC. | |
| 3.1 | | | |
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Exhibit No.
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Description
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| 3.2 | | | | |
| 4.1 | | | | |
| 4.2 | | | Registration Rights Agreement, dated July 13, 2023, by and among the Registrant and the Investors named therein (incorporated by reference to Exhibit 4.2 to the Registrant's Quarterly Report on Form 10-Q filed on August 28, 2023). | |
| 4.3 | | |
Form of Debt Indenture.
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| 4.4* | | | Form of Debt Securities. | |
| 4.5* | | | Form of Warrant Agreement and Warrant Certificate. | |
| 4.6* | | | Form of Unit Agreement and Unit Certificate. | |
| 5.1 | | |
Opinion of Gibson, Dunn & Crutcher LLP, relating to the base prospectus.
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| 5.2 | | |
Opinion of Gibson, Dunn & Crutcher LLP, relating to the sales agreement prospectus.
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| 23.1 | | |
Consent of Independent Registered Public Accounting Firm.
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| 23.2 | | |
Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1 hereto).
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| 24.1 | | |
Power of Attorney (included on the signature pages to the registration statement).
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| 25.1** | | | Statement of Eligibility of Trustee under the Indenture. | |
| 107 | | |
Filing Fee Table.
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Signature
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Title
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Date
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/s/ Michael Henderson, M.D.
Michael Henderson, M.D.
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Director and Chief Executive Officer (principal executive officer) |
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August 12, 2024
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/s/ Jane Pritchett Henderson
Jane Pritchett Henderson
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Chief Financial Officer (principal financial and accounting officer) |
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August 12, 2024
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/s/ Mark C. McKenna
Mark C. McKenna
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| | Chair and Director | | |
August 12, 2024
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/s/ Peter Harwin
Peter Harwin
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| | Director | | |
August 12, 2024
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/s/ Jennifer Fox
Jennifer Fox
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| | Director | | |
August 12, 2024
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/s/ Andrew Gottesdiener, M.D.
Andrew Gottesdiener, M.D.
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| | Director | | |
August 12, 2024
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/s/ Tomas Kiselak
Tomas Kiselak
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| | Director | | |
August 12, 2024
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/s/ William Jones, Jr.
William Jones, Jr.
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| | Director | | |
August 12, 2024
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Signature
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Title
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Date
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/s/ Nimish Shah
Nimish Shah
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| | Director | | |
August 12, 2024
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/s/ Lisa Bollinger
Lisa Bollinger
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| | Director | | |
August 12, 2024
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