SEC Form S-8 filed by Apogee Therapeutics Inc.

As filed with the Securities and Exchange Commission on March 3, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Apogee Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

221 Crescent St., Building 17, Suite 102b

Waltham, MA 02453

(650) 394-5230
(Address of Principal Executive Offices, Zip Code)

Apogee Therapeutics, Inc. 2023 Equity Incentive Plan

Apogee Therapeutics, Inc. 2023 Employee Stock Purchase Plan

(Full title of the plan)

Michael Henderson, M.D.

Chief Executive Officer

221 Crescent St., Building 17, Suite 102b

Waltham, MA 02453

(650) 394-5230
(Name and address of agent for service)

Copies to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company" in Rule 12b-2 of the Exchange Act.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by Apogee Therapeutics, Inc. (the “Registrant”) relating to (i) 2,903,144 shares of its common stock, par value $0.00001 per share (the “Common Stock”), available for issuance pursuant to future awards to eligible persons under the Apogee Therapeutics, Inc. 2023 Equity Incentive Plan and (ii) 580,628 shares of Common Stock issuable to eligible persons under the Apogee Therapeutics, Inc. 2023 Employee Stock Purchase Plan.

The information contained in the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission on May 13, 2024 (File No. 333-279354) and August 28, 2023 (File No. 333-274234), together with all exhibits filed therewith or incorporated therein by reference, is hereby incorporated by reference pursuant to General Instruction E to Form S-8 regarding the Registration of Additional Securities, except as amended hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.                  Exhibits.

*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth of Massachusetts, on this 3rd day of March, 2025.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Henderson, M.D. and Matthew Batters, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462 under the Securities Act, and to file the same, with exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully so or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, the following persons have signed this Registration Statement in the capacities and on the date(s) indicated.