UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July 1~~January 12, ~~2025~~2026

Apellis Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-38276

27-1537290

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

100 Fifth Avenue

Waltham, MA

02451

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (617) 977-5700

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~TradingSymbol~~Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		APLS		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1 2.0102 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On ~~July~~January 112, ~~2025~~2026, Apellis Pharmaceuticals, Inc. (the “~~Closing Date~~Company”), ~~Apellis~~issued ~~Pharmaceuticals,~~a ~~Inc~~press release announcing preliminary unaudited total U.S. net product revenues and ~~its~~net ~~subsidiaries~~product ~~Apellis~~revenues ~~International~~for ~~GmbH~~SYFOVRE and ~~APL~~EMPAVELI ~~DEL~~for ~~Holdings~~the fourth quarter and full year ended December 31, ~~LLC~~2025 ~~(collectively~~and its cash and cash equivalents as of December 31, ~~the~~2025. ~~“Company”)~~The ~~entered~~full ~~into~~text aof ~~Royalty~~the ~~Buy-Down~~press ~~Agreement~~release (issued by the ~~“Royalty~~Company ~~Agreement”)~~in connection with ~~Swedish~~the ~~Orphan~~announcement ~~Biovitrum~~is ABbeing ~~(Publ)~~furnished ~~(“Sobi”)~~as Exhibit 99.1 to this Current Report on Form 8-K.

~~Under~~The ~~the Royalty Agreement, Sobi agreed to pay the~~ Company’s anU.S. ~~upfront~~net ~~payment~~product ofrevenues ~~$275 million~~and ~~within~~cash ~~five~~figures ~~business~~are ~~days~~preliminary ~~after~~and ~~the Closing Date~~unaudited, ~~and~~represent upmanagement’s toestimate anas ~~aggregate~~ of ~~$25 million~~the ~~upon~~date ~~EMA approval~~ of ~~Aspaveli~~this ~~for~~report ~~C3G~~ and ~~IC-MPGN,~~are ~~and~~subject ~~the~~to ~~Company~~completion ~~agreed~~of tothe ~~reduce Sobi~~Company’s ~~royalty~~financial ~~payment~~closing ~~obligations~~procedures. ~~under~~The ~~the Collaboration and License Agreement by and between Sobi and the~~ Company,’s ~~dated~~independent asregistered ofpublic ~~October 27,~~accounting ~~2020~~firm ~~(the~~has ~~“Collaboration~~not ~~Agreement”),~~conducted byan ~~90%,~~audit ~~effective~~or asreview of ~~the Closing Date~~, ~~subject~~and todoes ~~defined~~not ~~caps~~express ~~tied~~an toopinion ~~Aspaveli’s~~or ~~performance,~~any ~~including~~other anform ~~initial cap~~ of ~~1.45x~~assurance ~~the~~with ~~amounts~~respect ~~paid by Sobi~~ to, the Company ~~under the Royalty Agreement, after which Sobi~~’s ~~royalty~~net ~~payment~~product ~~obligations~~revenues ~~under~~or ~~the~~cash ~~Collaboration Agreement will revert to 100%~~figures.

The ~~lenders~~information ~~under~~in ~~the~~this ~~Company’s~~Current ~~financing~~Report ~~agreement~~on ~~with~~Form ~~Sixth~~8-K, ~~Street~~including ~~Lending~~Exhibit ~~Partners~~99.1 ~~and~~attached ~~the~~hereto, ~~guarantors~~shall ~~and~~not ~~lenders~~be ~~party~~deemed ~~thereto,~~“filed” ~~dated~~for aspurposes of ~~May~~Section 1318 of the Securities Exchange Act of 1934, ~~2024~~as amended (the “~~Financing~~Exchange ~~Agreement~~Act”), ~~have~~or ~~consented~~otherwise subject to the ~~Royalty~~liabilities ~~Agreement,~~of ~~and, in connection with~~ that ~~consent~~section, ~~the~~nor ~~Company~~shall ~~has~~it ~~agreed~~be todeemed ~~extend~~incorporated by ~~one~~reference ~~year~~in ~~the~~any ~~periods~~filing inunder ~~which~~the ~~certain~~Securities ~~prepayment~~Act ~~premiums~~of ~~would~~1933, beas ~~owing~~amended, ~~upon~~or ~~any~~the ~~applicable~~Exchange ~~prepayments~~Act, ofexcept ~~the~~as ~~indebtedness~~expressly ~~under~~set ~~the~~forth ~~credit~~by ~~facility~~specific ~~provided~~reference ~~for~~in ~~under~~such ~~the~~a ~~Financing Agreement~~filing.

~~The~~Item 9.01 ~~above~~Financial ~~description~~Statements ~~of the Royalty Agreement is a summary only~~ and ~~is qualified in its entirety by reference to the Royalty Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2025~~Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Press Release dated January 12, 2026

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Apellis Pharmaceuticals, Inc.

Date: July 1, 2025

/s/ Timothy Sullivan

Date: January 12, 2026

/s/ Timothy Sullivan

Timothy Sullivan

Chief Financial Officer

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