Apogee Therapeutics Inc美股招股说明书(2025-10-10版)

We are offering6,951,221shares of our common stock and, in lieu of the shares of common stock to certain investors that sochoose, pre-funded warrants to purchase365,853shares of our common stock. The purchase price of each pre-funded warrant willequal the price per share at which shares of our common stock are being sold to the public in this offering, minus $0.00001 pershare of common stock, the exercise price of each pre-funded warrant. The public offering price for each share of common stock is$41.00. We are also offering the shares of our common stock that are issuable from time to time upon exercise of the pre-fundedwarrants. Our common stock trades on The Nasdaq Global Market (Nasdaq) under the symbol “APGE.” On October7, 2025, the lastreported sale price for our common stock on Nasdaq was $39.73 per share.There is no established public trading market for the pre-funded warrants, and we do not expect a market to develop. We do not intend to apply for listing of the pre-funded warrants on Nasdaq or any securities exchange or nationally recognized trading system.Without an active trading market, the liquidity of the pre-funded warrants will be limited. We have two classes of common stock: the voting common stock offered hereby and non-voting common stock. We are offeringvoting common stock in this offering, and unless otherwise noted, all references in this prospectus supplement and theaccompanying prospectus to our “common stock” refers to our voting common stock. The rights of the holders of common stock andnon-voting common stock are identical, except with respect to voting and conversion. Each share of common stock is entitled to onevote and is not convertible into any other class of our share capital. Shares of non-voting common stock are non-voting, except asotherwise expressly provided in our amended and restated certificate of incorporation and as may be required by law. Each share ofnon-voting common stock may be converted at any time into one share of common stock at the option of its holder, subject to thebeneficial ownership limitations provided for in our amended and restated certificate of incorporation. See the section titled“Description of Securities” beginning on page 8 of the accompanying prospectus for more information on the rights of the holders ofour common stock and non-voting common stock. The non-voting common stock will not be listed for trading on any securitiesexchange.Investing in our securities involves risks. See the section titled “Risk Factors” beginning on pageS-5of this prospectus supplement and page5of the accompanying prospectus, as well as in the documents incorporatedby reference herein and therein, to read about factors you should consider before buying our securities.Neither the Securities and Exchange Commission nor any other regulatory body have approved or disapproved these securities, or passed upon the accuracy or adequacy of this prospectus supplement or theaccompanying prospectus. Any representation to the contrary is a criminal offense. Joint Book-Running Managers ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of an automatic shelf registration statement that we have filed with theSecurities and Exchange Commission (SEC) as a “well-known seasoned issuer” as defined in Rule405under the Securities Act of 1933, as amended (the Securities Act) utilizing a “shelf” registration process. We provide information to you about this offering of our securities in two separate documents that are boundtogether: (1)this prospectus supplement, which describes the specific details regarding this offering; and(2)the accompanying prospectus, which provides general information, some of which may not apply to thisoffering. Generally, when we refer to this “prospectus,” we are referring to both documents combined. Ifinformation in this prospectus supplement is inconsistent with the accompanying prospectus, you should relyon this prospectus supplement. However, if any statement in one of these documents is inconsistent with astatement in another document having a later date—for example, a document incorporated by reference inthis prospectus supplement—the statement in the document having the later date modifies or supersedes theearlier statement as our business, financial condition, results of operations and prospects may have changedsince the earlier dates. We have not, and the underwriters have not, authorized anyone to provide you with information other than inthis prospectus supplement, the accompanying prospectus or any free writing prospectus we may authorizeto be delivered or made available to you. We take no responsibility for and cannot provide any assurance asto the reliability of any other information others may give you. We are not, and the underwriters are not,making an offer to sell our securities in any jurisdiction where the offer or sale is not permitted. Theinformation in this prospectus supplement, the accompanying prospectus or a