Apogee Therapeutics, Inc. filed a Form 8-K on September 3, 2026, reporting the completion of its merger with a wholly owned subsidiary of AbbVie Inc., making Apogee an indirect wholly owned subsidiary of AbbVie at a total equity value of approximately $10.9 billion.

Key Highlights

  • Merger closed September 3, 2026: Merger Sub merged with and into Apogee Therapeutics, with Apogee surviving as a wholly owned subsidiary of Parent (Andor LLC), itself a subsidiary of AbbVie.
  • Merger consideration of $135.11 per share: Each eligible share of voting and non-voting common stock was cancelled and converted into the right to receive $135.11 in cash, without interest.
  • Total equity value approximately $10.9 billion: According to the filing, AbbVie funded the Merger with a combination of cash on hand and debt.
  • Equity awards accelerated and cashed out: All outstanding RSUs became fully vested and were cancelled for a lump-sum cash payment; restricted stock also became fully vested and received the merger consideration per share.
  • Options with exercise price below $135.11 paid out: In-the-money options were cancelled and converted to cash equal to the spread; out-of-the-money options were cancelled for no consideration.
  • Nasdaq delisting initiated: The company notified Nasdaq of its intent to delist, and Company Common Stock was set to be suspended from trading on Nasdaq on September 4, 2026.
  • Equity plans terminated: The company's 2023 Equity Incentive Plan and 2023 Employee Stock Purchase Plan were terminated effective as of the effective time of the Merger.

Apogee Therapeutics Merger With AbbVie: Key Terms and Immediate Consequences

According to the filing, Apogee Therapeutics, Inc. (NASDAQ:APGE) entered into the Agreement and Plan of Merger with Andor LLC (Parent), Andor Merger Co. (Merger Sub), and AbbVie Inc. on June 18, 2026. On September 3, 2026, Merger Sub merged with and into Apogee, with Apogee surviving as a wholly owned subsidiary of Parent. As a result, the filing states, there was a change in control of the company, and Apogee became an indirect wholly owned subsidiary of AbbVie. The total equity value of the transaction was reported as approximately $10.9 billion, funded by AbbVie through a combination of cash on hand and debt.

At the effective time, each eligible share of Apogee common stock (par value $0.00001 per share, both voting and non-voting) was cancelled and converted into the right to receive $135.11 per share in cash. Shares held by the company itself, by Guarantor, Parent, or Merger Sub, or by stockholders who had properly demanded appraisal were excluded from this conversion, according to the filing. Warrants outstanding at the effective time became exercisable solely for the same merger consideration the holder would have received had they held the underlying shares at that moment.

The filing further discloses that on September 3, 2026, Apogee notified Nasdaq of the consummation of the Merger and requested that Nasdaq file a Form 25 Notification of Removal from Listing to delist and deregister the common stock under Section 12(b) of the Securities Exchange Act of 1934. Trading in Apogee common stock was halted effective after the close of after-hours trading on September 2, 2026. The company stated it intends to file a Form 15 with the SEC following the effectiveness of the Form 25, seeking termination of registration under Section 12(g) and suspension of reporting obligations.

What Was Disclosed

Apogee Therapeutics disclosed the September 3, 2026 closing of its acquisition by AbbVie at $135.11 per share in cash, a total equity value of approximately $10.9 billion, along with the termination of its equity plans and the initiation of Nasdaq delisting procedures.