Apogee Therapeutics 2026年季度报告

(Mark One) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b‑2 of the Exchange Act. Accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act).Yes☐No☒ As of August 3, 2026, the registrant had 75,687,735 shares of common stock, $0.00001 par value per share, outstanding, comprising 62,201,093 shares ofvoting common stock, $0.00001 par value per share, and 13,486,642 shares of non-voting common stock, $0.00001 par value per share. APOGEE THERAPEUTICS, INC.TABLE OF CONTENTS PART IFINANCIAL INFORMATIONItem 1.Condensed Consolidated Financial Statements (Unaudited)Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025Condensed Consolidated Statement of Operations for the Three and Six Months Ended June 30, 2026 and2025Condensed Consolidated Statement of Comprehensive Loss for the Three and Six Months Ended June 30,2026 and 2025Condensed Consolidated Statement of Stockholders’ Equity for the Three and Six Months Ended June 30,2026 and 2025Condensed Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2026 and 2025Notes to the Unaudited Interim Condensed Consolidated Financial StatementsItem 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures About Market RiskItem 4.Controls and ProceduresPART IIOTHER INFORMATIONItem 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.ExhibitsSignatures SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements” within the meaning ofthe federal securities laws, which statements are subject to substantial risks and uncertainties and are based on current expectations,estimates, forecasts and assumptions. All statements other than statements of historical fact included in this Quarterly Report,including statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capitalrequirements or financing needs, capital expenditures, commitments, preclinical studies, clinical trials, plans or intentions relatingto product candidates, expected markets and business trends, and other statements, including without limitation, those discussedunder the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results ofOperations”, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,”“might,” “will,” “would,” “shall,” “objective,” “intend,” “target,” “should,” “could,” “can,” “expect,” “anticipate,” “believe,”“design,” “estimate,” “forecast,” “predict,” “potential,” “plan,” “seek,” or “continue” or the negative of these terms and similarexpressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect tofuture events. Given the significant risks and uncertainties, you should not place undue reliance on these forward-lookingstatements. There are a number of risks, uncertainties and other factors that could cause our actual results to differ materially from theforward-looking statements expressed or implied in this Quarterly Report. Such risks, uncertainties and other factors include,among others, the following: •the occurrence of any event, change or other circumstance that could give rise to the termination of the Agreement andPlan of Merger (the “Merger Agreement”) that we entered into on June 18, 2026 with Andor LLC (“Parent”), a