Apogee Therapeutics Announces Merger Closing; Plans Nasdaq Delisting

What Happened

• Apogee Therapeutics, Inc. (APGE) reported that the Merger closed and, effective at the closing (the “Effective Time”), outstanding common shares were converted into the right to receive the agreed Merger Consideration. On September 3, 2026, the company notified Nasdaq of the consummation of the Merger and requested removal of its common stock from the Nasdaq Global Market.
• The company terminated its 2023 Equity Incentive Plan and 2023 Employee Stock Purchase Plan effective as of the Effective Time. Following the Nasdaq request, trading in APGE common stock was halted after-hours on September 2, 2026, and the company expects suspension of trading on Nasdaq on September 4, 2026.

Key Details

• Merger consummated; at the Effective Time each outstanding share (except certain exceptions) converted into Merger Consideration and shareholders ceased to hold rights as Apogee stockholders other than the right to receive that consideration.
• 2023 Equity Incentive Plan and 2023 ESPP were terminated effective at the Effective Time.
• On Sept 3, 2026, Apogee asked Nasdaq to (A) maintain the trading halt and (B) file a Form 25 to remove APGE from Nasdaq; suspension of trading expected Sept 4, 2026.
• After Form 25 is effective, Apogee intends to file a Form 15 to terminate registration under Section 12(g) and suspend reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Why It Matters

• For investors, these actions mean APGE common stock will be removed from Nasdaq and public reporting will be suspended soon after, so there will no longer be an active public trading market for the shares and SEC filings will cease once deregistration is effective.
• Shareholders’ remaining entitlement is the contractual Merger Consideration (subject to any tax withholding); shareholders should monitor communications for timing and form of payment and any required actions to receive proceeds.