As filed with the Securities
and Exchange Commission on March 7, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT
OF 1933
Apogee Therapeutics,
Inc.
(Exact name of registrant
as specified in its charter)
| Delaware | |
2836 | |
88-0588063 |
(State or other jurisdiction of
incorporation or organization) | |
(Primary Standard Industrial
Classification Code Number) | |
(I.R.S. Employer
Identification Number) |
221 Crescent St., Building
17, Suite 102b
Waltham, MA 02453
(650) 394-5230
(Address, including zip
code, and telephone number, including area code, of registrant’s principal executive offices)
Michael Henderson,
M.D.
Chief Executive Officer
Apogee Therapeutics,
Inc.
221 Crescent St., Building
17, Suite 102b
Waltham, MA 02453
(650) 394-5230
(Name, address, including
zip code, and telephone number, including area code, of agent for service)
With copies to:
|
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 |
|
Matthew Batters
General Counsel and Secretary
221 Crescent St., Building 17, Suite 102b
Waltham, MA 02453
(650) 394-5230 |
|
Divakar Gupta
Charles S. Kim
Kristin VanderPas
Darah Protas
Cooley LLP
55 Hudson Yards
New York, NY 10001-2157
(212) 479-6000 |
Approximate date of
commencement of proposed sale to the public:
As soon as practicable
after this registration statement becomes effective.
If any of the securities being registered
on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following
box. ¨
If this form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. x
333-277664
If this form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment
filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ¨
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. (Check one):
| Large accelerated filer |
¨ |
Accelerated filer |
¨ |
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| Non-accelerated filer |
x |
Smaller reporting company |
x |
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Emerging growth company |
x |
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
This Registration Statement shall become
effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as
amended.
EXPLANATORY NOTE AND
INCORPORATION BY REFERENCE
Pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, Apogee Therapeutics, Inc., a Delaware corporation (“Apogee”), is filing this
registration statement with the Securities and Exchange Commission (the “SEC”). This registration statement relates to the
public offering of securities contemplated by the Registration Statement on Form S-1 (File No. 333-277664) (the “Registration Statement”) filed by Apogee with the SEC on March 5, 2024, which the SEC declared effective on March 7, 2024.
Apogee is filing this
registration statement for the sole purpose of registering an additional $80,499,902 of shares of common stock, par value of $0.00001 per share,
which includes additional shares of common stock that the underwriters have the option to purchase. The additional shares that are being
registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering
price set forth in the Filing Fee Table (Exhibit 107) contained in the Registration Statement. The contents of the Registration Statement,
including all amendments and exhibits thereto, are incorporated by reference herein.
The required opinion
and consents are listed on the Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant 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 7th day of March, 2024.
| Apogee Therapeutics, Inc. |
|
| |
|
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| By: |
/s/ Michael Henderson, M.D. |
|
| |
Michael Henderson, M.D. |
|
| |
Director and Chief Executive Officer |
|
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates set forth
opposite their names.
| Signature |
|
Title |
|
Date |
| |
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| /s/ Michael Henderson, M.D. |
|
Director and Chief Executive Officer |
|
March 7, 2024 |
| Michael Henderson, M.D. |
|
(principal executive officer) |
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| /s/ Jane Pritchett Henderson |
|
Chief Financial Officer |
|
March 7, 2024 |
| Jane Pritchett Henderson |
|
(principal financial and accounting officer) |
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| * |
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Chair and Director |
|
March 7, 2024 |
| Mark C. McKenna |
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| * |
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Director |
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March 7, 2024 |
| Peter Harwin |
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| * |
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Director |
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March 7, 2024 |
| Jennifer Fox |
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| * |
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Director |
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March 7, 2024 |
| Andrew Gottesdiener, M.D. |
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| * |
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Director |
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March 7, 2024 |
| Tomas Kiselak |
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| * |
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Director |
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March 7, 2024 |
| William Jones, Jr. |
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| * |
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Director |
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March 7, 2024 |
| Nimish Shah |
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| *By: |
/s/ Michael Henderson, M.D. |
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Michael Henderson, M.D.
Attorney-in-fact |
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Exhibit 5.1
 |
|
Gibson, Dunn & Crutcher LLP
One Embarcadero Center
San Francisco, CA 94111-3715
Tel 415.393.8200
gibsondunn.com |
| |
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| |
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Client: 06647-00003 |
March 7, 2024
Apogee Therapeutics, Inc.
221 Crescent St., Building 17, Suite 102b
Waltham, MA 02453
| Re: |
Apogee Therapeutics, Inc.
Registration Statement on Form S 1 |
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 of Apogee
Therapeutics, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission
(the “Commission”) on the date hereof pursuant to Rule 462(b) (the “Additional Registration
Statement”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in
connection with the offering by the Company of up to 890,321 shares (which includes shares that may be sold upon exercise of the
underwriters’ option to purchase additional shares) of the Company’s common stock (the “Common
Stock”), par value $0.00001 per share (the “Shares”). The Additional Registration Statement
incorporates by reference the Registration Statement on Form S-1, File No. 333-277664, as amended (the “Registration
Statement”), of the Company, filed with the Commission pursuant to the Securities Act.
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 specimen Common
Stock certificates and such other 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 opinions 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.
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 as set forth
in the Registration Statement, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Additional
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, which are incorporated by reference into the Additional Registration Statement.
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
Abu
Dhabi · Beijing – Brussels
· Century City · Dallas ·
Denver · Dubai · Frankfurt ·
Hong Kong · Houston · London ·
Los Angeles
Munich · New York · Orange County ·
Palo Alto · Paris · Riyadh ·
San Francisco · Singapore · Washington,
D.C.
Exhibit 23.1
Consent of Independent Registered
Public Accounting Firm
We consent to the incorporation by reference in
the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under
the caption “Experts” and to the incorporation by reference of our report dated March 5, 2024 with respect to the consolidated
financial statements of Apogee Therapeutics, Inc. incorporated by reference in the Registration Statement (Form S-1 No. 333-277664) and
related Prospectus of Apogee Therapeutics, Inc. for the registration of its common stock.
/s/ Ernst & Young LLP
Boston, Massachusetts
March 7, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form S-1MEF
(Form Type)
Apogee Therapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| |
Security
Type |
Security Class Title |
Fee Calculation
or Carry
Forward Rule |
Amount
Registered |
Proposed
Maximum
Offering
price Per
Unit |
Maximum
Aggregate
Offering
Price(1)(2) |
Fee Rate |
Amount of
Registration
Fee |
| Fees to be Paid |
Equity |
Common Stock, par value $0.00001 |
Rule 457(o) |
— |
— |
$80,499,902 |
0.00014760 |
$11,882 |
| |
Total Offering Amounts |
$80,499,902 |
0.00014760 |
$11,882 |
| |
Total Fees Previously Paid |
— |
— |
— |
| |
Total Fee Offsets |
— |
— |
— |
| |
Net Fee Due |
— |
— |
$11,882 |
| (1) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. |
| (2) |
Includes shares subject to the underwriters’ option to purchase additional shares, if any. Does not include the securities that the registrant previously registered on the Registration Statement on Form S-1 (File No. 333-277664). |
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