Looking at the filing content, I can see this is a 10-Q for Apogee Therapeutics, Inc. The substantive disclosure content includes the merger agreement details, share counts, financial period information, and forward-looking risk factors. This exceeds 150 words of substantive content, so I will proceed with the article.

Apogee Therapeutics, Inc. filed its Form 10-Q for the quarterly period ended June 30, 2026 with the U.S. Securities and Exchange Commission, disclosing financial results, a pending merger with a wholly owned subsidiary of AbbVie Inc., and updated risk factors.

Key Highlights

  • Pending Merger: On June 18, 2026, the company entered into an Agreement and Plan of Merger with Andor LLC, a wholly owned subsidiary of AbbVie Inc., under which Merger Sub would merge with and into the company, with the company surviving as a wholly owned subsidiary of the parent.
  • Shares Outstanding: As of August 3, 2026, the company had 75,687,735 total shares of common stock outstanding, comprising 62,201,093 shares of voting common stock and 13,486,642 shares of non-voting common stock, each with a par value of $0.00001 per share.
  • Filer Status: The company is classified as a large accelerated filer and is not a smaller reporting company or emerging growth company.
  • Exchange Listing: The company's common stock trades on The Nasdaq Global Market under the ticker APGE.
  • Address Change: The company's principal executive offices are now located at 1 Letterman Drive, Building B, Suite B6-800, San Francisco, CA 94129, changed from 221 Crescent St., Bldg 17, Suite 102b, Waltham, Massachusetts 02453.

Apogee Therapeutics Discloses AbbVie Merger Agreement and Share Structure in Q2 2026 Filing

According to the filing, Apogee Therapeutics, Inc. (Nasdaq Global Market: APGE) reported its financial results for the three and six months ended June 30, 2026. The quarterly report covers condensed consolidated balance sheets, statements of operations, statements of comprehensive loss, statements of stockholders' equity, and cash flows, all of which are presented on an unaudited interim basis.

A central disclosure in the filing is the Agreement and Plan of Merger dated June 18, 2026. The company disclosed it entered into this agreement with Andor LLC ("Parent"), described as a wholly owned subsidiary of AbbVie Inc. ("AbbVie"), Andor Merger Co. ("Merger Sub"), a wholly owned subsidiary of Parent, and AbbVie itself, "solely, for the limited purposes set forth therein." Under the terms described in the filing, Merger Sub would merge with and into the company, with the company continuing as a wholly owned subsidiary of Parent. The filing identifies several risk factors related to the merger, including the possibility of termination of the Merger Agreement, failure to satisfy closing conditions such as stockholder approval and required regulatory approvals, and disruption to management attention during the pendency of the Merger.

The company also disclosed its development programs, which the filing describes as targeting atopic dermatitis, asthma, eosinophilic esophagitis, chronic obstructive pulmonary disease, and related inflammatory and immunology indications. The filing contains forward-looking statements, which the company states "are subject to substantial risks and uncertainties and are based on current expectations, estimates, forecasts and assumptions," and it cautions that readers "should not place undue reliance on these forward-looking statements."

What Was Disclosed

Apogee Therapeutics filed its Q2 2026 Form 10-Q, disclosing a pending merger agreement with an AbbVie subsidiary entered on June 18, 2026, a total of 75,687,735 shares outstanding as of August 3, 2026, and associated merger-related risk factors alongside its ongoing clinical development programs.