Business Context and Reporting Period
This Form 8-K, dated September 3, 2026, reports the consummation of a merger between Apogee Therapeutics, Inc. (Apogee) and Andor Merger Co., a wholly owned subsidiary of AbbVie Inc. (AbbVie). Following the merger, Apogee became a wholly owned subsidiary of AbbVie. The transaction was originally announced on June 18, 2026.
Key Financial Metrics and Transaction Terms
- Merger Consideration: $135.11 per share in cash for outstanding common stock.
- Total Equity Value: Approximately $10.9 billion.
- Funding Source: AbbVie funded the transaction using a combination of cash on hand and debt.
- Equity Incentives:
- Options: In-the-money options were cashed out based on the spread between the merger price and exercise price; out-of-the-money options were cancelled without value.
- RSUs and Restricted Stock: Fully vested and converted to cash payments at the merger price.
- Warrants: Became exercisable solely for the merger consideration.
- Executive Compensation: A "golden parachute" agreement limits aggregate payments to service providers to $12.5 million to mitigate excise tax impacts under Section 4999 of the Internal Revenue Code.
Material Changes Versus Prior Period
The filing represents a definitive change in corporate status rather than a periodic financial update. Key changes include:
- Change in Control: Apogee is no longer a publicly traded independent entity and is now an indirect wholly owned subsidiary of AbbVie.
- Delisting: Apogee common stock (Ticker: APGE) was halted on September 2, 2026, and will be suspended from trading on Nasdaq on September 4, 2026. The company intends to terminate its registration under Section 12(g) of the Exchange Act.
- Corporate Governance: All existing directors and executive officers resigned effective at the closing of the merger. The board and executive team were replaced by those from the Merger Sub.
- Plan Termination: Apogee's 2023 Equity Incentive Plan and 2023 Employee Stock Purchase Plan were terminated.
Guidance, Outlook, and Risks
As this is a transaction completion report, no forward-looking financial guidance or operational outlook is provided for Apogee as an independent entity. The filing notes that the company will cease reporting obligations under Sections 13 and 15(d) of the Exchange Act following the delisting. The primary risk noted is the cessation of shareholder rights, which are now limited solely to the right to receive the merger consideration.
Investor Verification Checklist
- Verify the receipt of the $135.11 per share cash payment for common stock holdings.
- Confirm the cash-out calculation for vested and unvested options, RSUs, and warrants based on the merger terms.
- Monitor the status of the Form 25 filing to confirm the official delisting from Nasdaq.
- Review the tax implications of the cash consideration and potential excise tax gross-ups for executive officers.
- Note that Apogee will no longer file periodic reports (10-K, 10-Q) with the SEC as a public company.