Short answer
Apogee Therapeutics, Inc. (APGE) filed an 8-K current report with the SEC on June 22, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 5.07 (Submission of Matters to a Vote of Security Holders), Item 7.01 (Regulation FD Disclosure), Item 8.01 (Other Events), Item EX-99.1 (Exhibit EX-99.2). AbbVie-backed acquisition values each Apogee share at $135.11 cash, with Apogee becoming a wholly owned subsidiary.
Apogee Therapeutics, Inc. 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- AbbVie-backed acquisition values each Apogee share at $135.11 cash, with Apogee becoming a wholly owned subsidiary
- All options, RSUs and restricted stock receive cash treatment based on $135.11 consideration; out-of-the-money options receive nothing
- No financing condition and AbbVie guarantee reduce buyer funding and closing-risk concerns
- Closing requires stockholder approval, potential antitrust clearance and other customary conditions
- Termination fee totals $381,273,716 for specified failed-deal scenarios, with closing targeted by December 18, 2026
Item 5.07 · Submission of Matters to a Vote of Security Holders
- Non-voting shareholders approved the Merger Agreement and merger through written consent
- Merger closing remains conditional on majority approval from voting common-stock holders
- Voting approval represents the remaining shareholder hurdle before consummation of the merger
Item 7.01 · Regulation FD Disclosure
- Boilerplate liability disclaimer under Regulation FD disclosure
- Excludes the disclosure from liability under Exchange Act Section 18 and Securities Act Sections 11 and 12(a)(2)
- Prevents automatic incorporation into other SEC filings, limiting its evidentiary and registration-statement significance
Item 8.01 · Other Events
- Certain Apogee stockholders committed to vote for the merger agreement and transaction approval
- Voting support reduces shareholder-approval uncertainty for the proposed merger
- Agreement terminates if the merger agreement ends or upon specified events
- Full voting-agreement terms in Exhibit 99.2
Item EX-99.1 · Exhibit EX-99.2
- AbbVie to acquire Apogee for $135.11 cash per share, valuing equity at approximately $10.9 billion
- Apogee shareholders face a cash exit, subject to shareholder and regulatory approvals with closing targeted for Q3 2026
- Strategic value centers on zumilokibart, a late-stage IL-13 antibody for atopic dermatitis with quarterly or twice-yearly dosing potential
- APG273 adds a long-acting IL-13 and TSLP combination targeting asthma, expanding AbbVie’s respiratory immunology pipeline
- AbbVie expects adjusted diluted EPS accretion beginning in 2032, making near-term value dependent on clinical execution and transaction completion
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
Other Apogee Therapeutics, Inc. 8-K filings
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