Apogee Therapeutics, Inc. 8-K

What Happened Apogee Therapeutics, Inc. announced it entered into an Agreement and Plan of Merger on June 18, 2026 with Andor LLC/Andor Merger Co., with AbbVie Inc. providing a guarantee. Under the Merger, Apogee will become a wholly owned subsidiary of Andor/AbbVie, and each outstanding Apogee share (other than certain excluded shares) will be converted into the right to receive $135.11 in cash per share. The companies issued a joint press release on June 22, 2026.

Key Details

• Cash consideration: $135.11 per share payable at the Effective Time (no interest, subject to tax withholding).
• Treatment of equity: in-the-money options will be cashed out for the spread (Merger Consideration minus exercise price); out-of-the-money options will be cancelled with no payment; RSUs and restricted stock will fully vest and be paid in cash (Merger Consideration × shares); warrants will be exercisable to obtain the same cash consideration for the underlying shares.
• Conditions & timing: closing is subject to stockholder approval by a majority of voting common stock, required antitrust/ regulatory clearances (HSR waiting period), accuracy of reps & covenants, and other customary conditions. No financing condition is required.
• Deal protections & fees: AbbVie guaranteed Parent’s obligations. The agreement includes a $381,273,716 termination fee payable by Apogee to Parent in certain circumstances (and the same amount payable by Parent to Apogee if the deal fails for specified regulatory reasons). The outside date is Dec 18, 2026 (with up to two potential six-month extensions under limited conditions).
• Stockholder support: holders of Apogee’s non-voting common stock have already consented, and a voting agreement was signed with certain stockholders committing to vote in favor of the merger.

Why It Matters This is a definitive cash acquisition agreement that sets a fixed per-share cash price and lays out how Apogee equity awards will be settled at closing. Investors should note the requirement for voting common stockholder approval and regulatory clearance before closing, the substantial termination fee provisions, and that AbbVie has provided a guarantee and the transaction does not depend on debt financing. These factors affect the likelihood and timing of closing and determine how holders of shares, options, RSUs and warrants will be paid if the merger completes.