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 |
| 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 | |
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. | ||||
| /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 |
