APGE Apogee Therapeutics Inc

 

As filed with the Securities and Exchange Commission on March 3, 2025

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Apogee Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware	93-4958665
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

 

 

221 Crescent St., Building 17, Suite 102b

Waltham, MA 02453

(650) 394-5230
(Address of Principal Executive Offices, Zip Code)

 

Apogee Therapeutics, Inc. 2023 Equity Incentive Plan

Apogee Therapeutics, Inc. 2023 Employee Stock Purchase Plan

(Full title of the plan)

 

Michael Henderson, M.D.

Chief Executive Officer

221 Crescent St., Building 17, Suite 102b

Waltham, MA 02453

(650) 394-5230
(Name and address of agent for service)

 

Copies to:

 

Matthew Batters Chief Legal Officer and Secretary 221 Crescent St., Building 17, Suite 102b Waltham, MA 02453 (650) 394-5230

Ryan A. Murr Branden C. Berns Melanie E. Neary Gibson, Dunn & Crutcher LLP One Embarcadero Center, Suite 2600 San Francisco, CA 94111 (415) 393-8373

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is filed by Apogee Therapeutics, Inc. (the “Registrant”) relating to (i) 2,903,144 shares of its common stock, par value $0.00001 per share (the “Common Stock”), available for issuance pursuant to future awards to eligible persons under the Apogee Therapeutics, Inc. 2023 Equity Incentive Plan and (ii) 580,628 shares of Common Stock issuable to eligible persons under the Apogee Therapeutics, Inc. 2023 Employee Stock Purchase Plan.

 

The information contained in the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission on May 13, 2024 (File No. 333-279354) and August 28, 2023 (File No. 333-274234), together with all exhibits filed therewith or incorporated therein by reference, is hereby incorporated by reference pursuant to General Instruction E to Form S-8 regarding the Registration of Additional Securities, except as amended hereby.

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.                  Exhibits.

 

Exhibit No.	Exhibit Description
4.1	Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 28, 2023).
4.2	Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on August 28, 2023).
5.1*	Opinion of Gibson, Dunn & Crutcher LLP.
23.1*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2*	Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included on signature page hereto).
99.1	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).
99.2	Apogee Therapeutics, Inc. 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1/A filed on July 10, 2023).
107.1*	Filing Fee Table.

 

*Filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth of Massachusetts, on this 3rd day of March, 2025.

 

	Apogee Therapeutics, Inc.
	By:	/s/ Michael Henderson
	Name:	Michael Henderson, M.D.
	Title:	Director and Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Henderson, M.D. and Matthew Batters, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462 under the Securities Act, and to file the same, with exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully so or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, the following persons have signed this Registration Statement in the capacities and on the date(s) indicated.

 

Signature		Title		Date
/s/ Michael Henderson		Director and Chief Executive Officer (Principal Executive Officer)		March 3, 2025
Michael Henderson, M.D.
/s/ Jane Pritchett Henderson		Chief Financial Officer (Principal Financial and Accounting Officer)		March 3, 2025
Jane Pritchett Henderson
/s/ Mark C. McKenna		Chair and Director		March 3, 2025
Mark C. McKenna
/s/ Lisa L. Bollinger		Director		March 3, 2025
Lisa L. Bollinger, M.D.
/s/ Jennifer Fox		Director		March 3, 2025
Jennifer Fox
/s/ Andrew Gottesdiener		Director		March 3, 2025
Andrew Gottesdiener, M.D.
/s/ Peter Harwin		Director		March 3, 2025
Peter Harwin
/s/ William Jones, Jr.		Director		March 3, 2025
William Jones, Jr.
/s/ Tomas Kiselak		Director		March 3, 2025
Tomas Kiselak
/s/ Nimish Shah		Director		March 3, 2025
Nimish Shah

 

 

 Exhibit 5.1

 

 

March 3, 2025

 

Apogee Therapeutics, Inc.

 

Re:	Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) of Apogee Therapeutics, Inc., a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to (i) 2,903,144 shares (the “2023 Plan Shares”) of the Company’s Common Stock, par value $0.00001 per share (the “Common Stock”), available for issuance pursuant to the Apogee Therapeutics, Inc. 2023 Equity Incentive Plan (the “2023 Plan”) and (ii) 580,628 shares (the “2023 ESPP Shares”, and, together with the 2023 Plan Shares, the “Shares”) of the Company’s Common Stock available for issuance pursuant to the Apogee Therapeutics, Inc. 2023 Employee Stock Purchase Plan (the “2023 ESPP”, and, together with the 2023 Plan, the “Plans”).

 

In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of such documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinion set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to this opinion, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plans that would expand, modify or otherwise affect the terms of the Plans or the rights or obligations of the participants thereunder.

 

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued against payment therefor in accordance with the terms set forth in the Plans, as applicable, as set forth in the Registration Statement, will be validly issued, fully paid and non-assessable.

 

We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). We are not admitted to practice in the State of Delaware; however, we are generally familiar with the DGCL as currently in effect and have made such inquiries as we consider necessary to render the opinions above. This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts.

 

Gibson, Dunn & Crutcher LLP
One Embarcadero Center Suite 2600 | San Francisco, CA 94111-3715 | T: 415.393.8200 | F: 415.393.8306 | gibsondunn.com

 

 

 

March 3, 2025 Page 2

 

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

 

Very truly yours,

 

/s/ Gibson, Dunn & Crutcher LLP

Gibson, Dunn & Crutcher LLP

 

 

 

Exhibit 23.1 

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the Apogee Therapeutics, Inc. 2023 Equity Incentive Plan and the Apogee Therapeutics, Inc. 2023 Employee Stock Purchase Plan of our reports dated March 3, 2025, with respect to the consolidated financial statements of Apogee Therapeutics, Inc. and the effectiveness of internal control over financial reporting of Apogee Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2024, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

 

Boston, Massachusetts

March 3, 2025

 

 

 

v3.25.0.1

Submission	Feb. 28, 2025
Submission [Line Items]
Central Index Key	0001974640
Registrant Name	Apogee Therapeutics, Inc.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

v3.25.0.1

Offerings	Feb. 28, 2025 USD ($) shares
Offering: 1
Offering:
Fee Previously Paid	false
Rule 457(a)	true
Security Type	Equity
Security Class Title	Common stock, par value $0.00001 per share
Amount Registered | shares	2,903,144
Proposed Maximum Offering Price per Unit	32.56
Maximum Aggregate Offering Price	$ 94,526,368.64
Fee Rate	0.01531%
Amount of Registration Fee	$ 14,471.99
Offering Note	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement on Form S-8 shall be deemed to cover any additional shares of common stock, par value $0.00001 per share (the "Common Stock"), of Apogee Therapeutics, Inc. that may be issued pursuant to the Apogee Therapeutics, Inc. 2023 Equity Incentive Plan (the "2023 Plan") and the Apogee Therapeutics, Inc. 2023 Employee Stock Purchase Plan (the "2023 ESPP") as a result of any stock dividend, stock split, recapitalization or other similar transaction, and any other securities with respect to which the outstanding shares are converted or exchanged. The “Proposed Maximum Offering Price Per Unit” and the “Maximum Aggregate Offering Price” are estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and based on the average of the high and low sale prices of the Common Stock, as quoted on the Nasdaq Stock Market, on February 26, 2025. The number listed under "Amount Registered" represents 2,903,144 shares of Common Stock reserved for issuance under the 2023 Plan.
Offering: 2
Offering:
Fee Previously Paid	false
Rule 457(a)	true
Security Type	Equity
Security Class Title	Common stock, par value $0.00001 per share
Amount Registered | shares	580,628
Proposed Maximum Offering Price per Unit	32.56
Maximum Aggregate Offering Price	$ 18,905,247.68
Fee Rate	0.01531%
Amount of Registration Fee	$ 2,894.39
Offering Note	Pursuant to Rule 416(a) under the Securities Act, this Registration Statement on Form S-8 shall be deemed to cover any additional shares of Common Stock of Apogee Therapeutics, Inc. that may be issued pursuant to the 2023 Plan and the 2023 ESPP as a result of any stock dividend, stock split, recapitalization or other similar transaction, and any other securities with respect to which the outstanding shares are converted or exchanged. The “Proposed Maximum Offering Price Per Unit” and the “Maximum Aggregate Offering Price” are estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and based on the average of the high and low sale prices of the Common Stock, as quoted on the Nasdaq Stock Market, on February 26, 2025. The number listed under "Amount Registered" represents 580,628 shares of Common Stock reserved for issuance under the 2023 ESPP.

v3.25.0.1

Fees Summary	Feb. 28, 2025 USD ($)
Fees Summary [Line Items]
Total Offering	$ 113,431,616.32
Total Fee Amount	17,366.38
Total Offset Amount	0.00
Net Fee	$ 17,366.38

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