Apogee Therapeutics Inc美股招股说明书(2026-03-25版)

5,000,000 shares of Common Stock We are offering 5,000,000 shares of our common stock. The public offering price for each share ofcommon stock is $70.00. Our common stock trades on The Nasdaq Global Market (Nasdaq) under thesymbol “APGE.” On March24, 2026, the last reported sale price for our common stock on Nasdaq was$73.00 per share. We have two classes of common stock: the voting common stock offered hereby and non-voting commonstock. We are offering voting common stock in this offering, and unless otherwise noted, all references inthis prospectus supplement and the accompanying prospectus to our “common stock” refers to our votingcommon stock. The rights of the holders of common stock and non-voting common stock are identical,except with respect to voting and conversion. Each share of common stock is entitled to one vote and isnot convertible into any other class of our share capital. Shares of non-voting common stock are non-voting, except as otherwise expressly provided in our amended and restated certificate of incorporationand as may be required by law. Each share of non-voting common stock may be converted at any timeinto one share of common stock at the option of its holder, subject to the beneficial ownership limitationsprovided for in our amended and restated certificate of incorporation. See the section titled “Description ofSecurities” beginning on page 8 of the accompanying prospectus for more information on the rights of theholders of our common stock and non-voting common stock. The non-voting common stock will not belisted for trading on any securities exchange. Investing in our common stock involves risks. See the section titled “Risk Factors”beginning on pageS-6of this prospectus supplement and page5of the accompanyingprospectus, as well as in the documents incorporated by reference herein and therein,to read about factors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any other regulatory body haveapproved or disapproved these securities, or passed upon the accuracy or adequacy ofthis prospectus supplement or the accompanying prospectus. Any representation to thecontrary is a criminal offense. Delivery of the shares of common stock is expected to be made on or about March 26, 2026. We have granted the underwriters an option for a period of 30days to purchase up to an additional750,000 shares of our common stock. If the underwriters exercise the option in full, the total underwritingdiscounts and commissions payable by us will be $24,150,000 and the total proceeds to us, beforeexpenses, will be $378,350,000. Joint Book-Running Managers TABLE OF CONTENTSPROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2THE OFFERINGS-4RISK FACTORSS-6SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-8USE OF PROCEEDSS-10DILUTIONS-11UNDERWRITINGS-13LEGAL MATTERSS-21EXPERTSS-22WHERE YOU CAN FIND MORE INFORMATIONS-23INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-24PROSPECTUSABOUT THIS PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2THE COMPANY4RISK FACTORS5USE OF PROCEEDS6SECURITIES WE MAY OFFER7DESCRIPTION OF SECURITIES8PLAN OF DISTRIBUTION19LEGAL MATTERS21EXPERTS21WHERE YOU CAN FIND MORE INFORMATION22INCORPORATION OF CERTAIN INFORMATION BY REFERENCE23 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. Weprovide information to you about this offering of shares of our common stock in two separate documents thatare bound together: (1)this prospectus supplement, which describes the specific details regarding thisoffering; and (2)the accompanying prospectus, which provides general information, some of which may notapply to this offering. Generally, when we refer to this “prospectus,” we are referring to both documentscombined. If information in this prospectus supplement is inconsistent with the accompanying prospectus,you should rely on this prospectus supplement. However, if any statement in one of these documents isinconsistent with a statement in another document having a later date—for example, a documentincorporated by reference in this prospectus supplement—the statement in the document having the laterdate modifies or supersedes the earlier statement as our business, financial condition, results of operationsand prospects may have changed since 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 reliabi