{"url_path":"/sec/apge/8-k/2026-06-22/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1974640/0001140361-26-025844-index.html","accession_number":"0001140361-26-025844","cik":"0001974640","ticker":"APGE","issuer_name":"Apogee Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1974640/0001140361-26-025844-index.html","primary_entity_key":"0001974640","primary_entity_name":"Apogee Therapeutics, Inc."},"word_count":1521,"has_tables":true,"body_markdown":"Item 1.01\n\nEntry into a Material Definitive Agreement.\n\n \n\nAgreement and Plan of Merger\n\n \n\nOn June 18, 2026, Apogee Therapeutics, Inc. (the “Company” or “Apogee”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with\nAndor LLC, a Delaware limited liability company and a wholly owned subsidiary of Guarantor (“Parent”), Andor Merger Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and solely for the limited purposes set forth\ntherein, AbbVie Inc., a Delaware corporation (“Guarantor” or “AbbVie”). The Merger Agreement provides for, among other things, the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly\nowned subsidiary of Parent. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Merger Agreement.\n\n \n\nAt the effective time of the Merger (the “Effective Time”):\n\n \n\n(i)\n\neach share of voting common stock of the Company, par value $0.00001 per share, and each share of non-voting common stock of the Company, par value $0.00001 per share (each, a “Share”), outstanding\nimmediately prior to the Effective Time, but excluding each Share (A) owned by the Company or any of its wholly owned subsidiaries, (B) held by Guarantor, Parent, Merger Sub or any other wholly owned subsidiary of Guarantor, and (C) held by\na stockholder who has not voted in favor of the adoption of the Merger Agreement or consented thereto and is entitled to and properly demands appraisal, will be converted automatically into the right to receive $135.11 per Share in cash\n(the “Merger Consideration”), without interest and subject to any applicable withholding taxes;\n\n \n\n(ii)\n\neach option to purchase Shares (each, a “Company Option”) outstanding immediately prior to the Effective Time (whether vested or unvested) having an exercise price per Share that is less than the\nMerger Consideration will be cancelled and converted into the right to receive cash in an amount equal to the product of: (A) the total number of Shares subject to such Company Option immediately prior to the Effective Time, multiplied by\n(B) the excess of (x) the Merger Consideration over (y) the exercise price payable per Share under such Company Option, without interest and subject to any applicable withholding taxes; any Company Option outstanding immediately prior to\nthe Effective Time (whether vested or unvested) having an exercise price per Share that is greater than or equal to the Merger Consideration will be cancelled without any consideration being payable in respect thereof, and have no further\nforce or effect;\n\n \n\n(iii)\n\neach restricted stock unit award of the Company (each, a “Company RSU”) outstanding immediately prior to the Effective Time will fully vest, be cancelled and convert into the right to receive a\nlump sum cash payment, without interest and subject to any applicable withholding taxes, equal to the product of (A) the Merger Consideration, multiplied by (B) the number of Shares subject to such Company RSU;\n\n \n\n(iv)\n\neach outstanding restricted stock award of the Company (the “Company Restricted Stock”) outstanding immediately prior to the Effective Time will fully vest and be converted into the right to\nreceive the Merger Consideration for each such share of Company Restricted Stock; and\n\n \n\n(v)\n\neach warrant exercisable for Shares (each, a “Company Warrant”) outstanding immediately prior to the Effective Time will, in accordance with its terms, become exercisable by the holder thereof\nsolely for the same Merger Consideration that such holder would have been entitled to receive if such holder had been, immediately prior to the Effective Time, the holder of the number of Shares then issuable upon exercise in full of such\nCompany Warrant without regard to any limitations on exercise contained in such Company Warrant.\n\n \n\nThe transaction is not subject to any financing conditions. In addition, Guarantor has provided a guarantee, pursuant to which Guarantor has\nagreed to guarantee Parent’s and Merger Sub’s obligations under the Merger Agreement.\n\nThe consummation of the Merger is subject to certain customary conditions, including: (i) the receipt of approval of the Merger and adoption of\nthe Merger Agreement by the Company’s stockholders; (ii) the receipt of required regulatory approvals or clearances, if any, with respect to certain antitrust laws (including the expiration or termination of any applicable waiting period (and any\nextension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976); (iii) the absence of any law or order prohibiting or making illegal the consummation of the Merger; (iv) in the case of Parent and Merger Sub, the absence of any\nmaterial adverse effect relating to the Company; and (v) the accuracy of the representations and warranties contained in the Merger Agreement (subject to certain materiality and material adverse effect qualifications) and compliance with the\ncovenants and agreements in the Merger Agreement in all material respects by the parties to the Merger Agreement.\n\n \n\nThe Company has made customary representations, warranties and covenants in the Merger Agreement, including certain covenants regarding the\noperation of the business of the Company and its subsidiaries prior to the Effective Time. The Company will also be subject to customary “no-shop” restrictions, subject to a “fiduciary out” provision that allows the Company, under certain specified\ncircumstances, to provide information to, and participate in discussions and engage in negotiations with, third parties with respect to an alternative acquisition proposal, if the board of directors of the Company (the “Company Board”) determines\nin good faith, after consultation with its outside legal and financial advisors, that such alternative acquisition proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal, and that the failure to take such\nactions would be inconsistent with the Company Board’s fiduciary duties under applicable law.\n\n \n\nThe Merger Agreement includes a remedy of specific performance for the parties thereto. The Merger Agreement also contains certain termination\nrights for each of the Company and Parent, including the right of either the Company or Parent to terminate the Merger Agreement if the Merger is not consummated by December 18, 2026 (subject to two extensions for up to an additional six months\neach if all of the conditions to the Closing, other than the conditions related to the failure to obtain regulatory approvals, have been satisfied). The Merger Agreement also provides that upon the termination of the Merger Agreement under certain\nspecified circumstances, the Company will be required to pay a termination fee of $381,273,716 to Parent, which circumstances include (i) a termination by the Company to accept and enter into a definitive agreement with respect to a Superior\nProposal, (ii) a termination by Parent due to a Change in Recommendation and (iii) if the Merger Agreement is terminated under certain specified circumstances and prior to such termination a proposal (or intention to make a proposal) to acquire\nmore than 50% of the Company’s stock or assets is publicly made or announced (and not subsequently withdrawn) and the Company enters into a definitive agreement for, or consummates, a transaction involving the acquisition of more than 50% of its\nstock or assets within twelve months of such termination. The Merger Agreement also provides that upon termination of the Merger Agreement under certain specified circumstances related to the failure to obtain regulatory approvals, Parent will be\nrequired to pay a termination fee of $381,273,716 to the Company.\n\n \n\nThe foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete, and is subject to,\nand qualified in its entirety by reference to, the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Merger Agreement has been filed to provide\ninformation to investors regarding its terms, and neither the Merger Agreement nor this summary should be relied upon as disclosures about the Company, Parent, Guarantor or Merger Sub. The Merger Agreement is not intended to provide any other\nfactual information about the Company, Guarantor, Parent or Merger Sub, their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the Merger or the other transactions\ncontemplated by the Merger Agreement. None of the Company’s stockholders or any other third parties should rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or\nconditions of the Company, Parent, Guarantor, Merger Sub or any of their respective subsidiaries or affiliates. The representations and warranties by each of the Company, Parent, Guarantor, and Merger Sub that are contained in the Merger Agreement\nare the product of negotiations among such parties and are made by such parties to, and solely for the benefit of, each other as of specified dates. These representations and warranties (i) should not be treated as categorical statements of fact,\nbut rather as a way of allocating risk to one of the parties if those statements prove to be inaccurate; (ii) may be qualified in important part by confidential disclosure schedules delivered by the Company to Parent, Guarantor and Merger Sub in\nconnection with the Merger Agreement; and (iii) may apply contractual standards of “materiality” that are different from “materiality” under applicable securities laws."}