As filed with the Securities and Exchange Commission
on May 13, 2024
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 plans)
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
555 Mission Street, Suite 3000
San Francisco, CA 94105-0921
(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 |
¨ |
Accelerated filer |
¨ |
| |
|
|
|
| Non-accelerated filer |
x |
Smaller reporting company |
x |
| |
|
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|
| |
|
Emerging growth company |
x |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is
filed by Apogee Therapeutics, Inc. (the “Company” or the “Registrant”), relating to (i) 2,416,938 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 (the “2023 Plan”) and (ii) 483,387
shares of Common Stock issuable to eligible persons under the Apogee Therapeutics, Inc. 2023 Employee Stock Purchase Plan (the “ESPP”).
On
a Registration Statement on Form S-8 (SEC File No. 333-274234) (the “Prior Registration Statement”), filed
by the Registrant with the Securities and Exchange Commission (the “Commission”) on August 28, 2023, the Registrant
previously registered (i) 6,706,037 shares of its Common Stock issuable to eligible persons of the Registrant under the 2023 Plan
and (ii) 479,003 shares of its Common Stock issuable to eligible persons of the Registrant under the ESPP.
This Registration Statement relates to securities
of the same class as that to which the Prior Registration Statement relates, and is submitted in accordance with General Instruction
E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents
of the Prior Registration Statement, to the extent relating to the registration of Common Stock issuable under the 2023 Plan and the
ESPP, are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
*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 13th day of May, 2024.
| |
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, M.D. |
|
Director and Chief Executive Officer |
|
May 13,
2024 |
| Michael Henderson, M.D. |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Jane Pritchett Henderson |
|
Chief Financial Officer |
|
May 13,
2024 |
| Jane Pritchett Henderson |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Mark C. McKenna |
|
Chair
and Director |
|
May 13,
2024 |
| Mark C. McKenna |
|
|
|
|
| |
|
|
|
|
| /s/ Peter Harwin |
|
Director |
|
May 13,
2024 |
| Peter Harwin |
|
|
|
|
| |
|
|
|
|
| /s/ Jennifer Fox |
|
Director |
|
May 13,
2024 |
| Jennifer Fox |
|
|
|
|
| |
|
|
|
|
| /s/ Andrew Gottesdiener, M.D. |
|
Director |
|
May 13,
2024 |
| Andrew Gottesdiener, M.D. |
|
|
|
|
| |
|
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|
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| /s/ Tomas Kiselak |
|
Director |
|
May 13,
2024 |
| Tomas Kiselak |
|
|
|
|
| |
|
|
|
|
| /s/ William Jones, Jr. |
|
Director |
|
May 13,
2024 |
| William Jones, Jr. |
|
|
|
|
| |
|
|
|
|
| /s/ Nimish Shah |
|
Director |
|
May 13,
2024 |
| Nimish Shah |
|
|
|
|
Exhibit 5.1
May 13, 2024
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) 2,416,938 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) 483,387 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.
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.
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
Exhibit 23.1
Consent of Independent Registered Public Accounting
Firm
We consent to the incorporation by reference in
the 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 report dated March 5, 2024, with respect to the consolidated financial
statements of Apogee Therapeutics, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2023,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
May 13, 2024
Exhibit 107.1
Calculation of Filing Fee Tables
FORM S-8
(Form Type)
Apogee Therapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security
Type |
Security Class Title (1) |
Fee Calculation
Rule |
Amount
Registered |
Proposed
Maximum
Offering
Price Per
Unit |
Maximum
Aggregate
Offering Price |
Fee Rate |
Amount of
Registration
Fee |
| Equity |
Common stock, par value $0.00001 per share |
Rule 457(a) (2) |
2,416,938 (3) |
$50.90 |
$123,022,144.20 |
$147.60 per $1,000,000 |
$18,158.07 |
| Equity |
Common stock, par value $0.00001 per share |
Rule 457(a) (2) |
483,387 (4) |
$50.90 |
$24,604,398.30 |
$147.60 per $1,000,000 |
$3,631.61 |
| Total Offering Amounts |
|
$147,626,542.50 |
|
$21,789.68 |
| Total Fee Offsets |
|
|
|
— |
| Net Fee Due |
|
|
|
$21,789.68 |
| (1) | 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. |
| (2) | 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 May 8,
2024. |
| (3) | Represents 2,416,938 shares of Common Stock reserved for issuance under the 2023 Plan. |
| (4) | Represents 483,387 shares of Common Stock reserved for issuance under the 2023 ESPP. |
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