SEC Comment Letter 0000000000-23-007015 to Apogee Therapeutics, Inc. (APGE) (CIK 0001974640) (APGE)
Apogee Therapeutics, Inc. (APGE) (CIK 0001974640)
Date: June 30, 2023 · CIK: 0001974640 · Accession: 0000000000-23-007015
AI Filing Summary & Sentiment
File numbers found in text: 333-272831
Letter
United States securities and exchange commission logo June 30, 2023 Michael Henderson, M.D. Chief Executive Officer Apogee Therapeutics, LLC 221 Crescent St., Building 17, Suite 102b Waltham, MA 02453 Re:Apogee Therapeutics, LLC Registration Statement on Form S-1 Filed on June 22, 2023 File No. 333-272831 Dear Michael Henderson: We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Form S-1 Our Team, Investors and Paragon Collaboration, page 4 1.Please revise to remove the references to Orbimed, Perceptive Xontogeny Venture Fund, entities affiliated with RA Capital and Wellington Management from pages 4 and 79. It is not appropriate to highlight the names of investors who hold less than 5% of your common stock and have no obligation to report changes in ownership. Alternatively, please move the names of these investors to follow the Principal Stockholder table and indicate whether they are currently investors in your company and that they will not provide updated information with respect to their investments. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
FirstName LastNameMichael Henderson, M.D. Comapany NameApogee Therapeutics, LLC June 30, 2023 Page 2 FirstName LastName Michael Henderson, M.D. Apogee Therapeutics, LLC June 30, 2023 Page 2 action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Tracie Mariner at 202-551-3744 or Daniel Gordon at 202-551-3486 if you have questions regarding comments on the financial statements and related matters. Please contact Alan Campbell at 202-551-4224 or Suzanne Hayes at 202-551-3675 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Melanie Neary
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United States securities and exchange commission logo
June 30, 2023
Michael Henderson, M.D.
Chief Executive Officer
Apogee Therapeutics, LLC
221 Crescent St., Building 17, Suite 102b
Waltham, MA 02453
Re:Apogee Therapeutics, LLC
Registration Statement on Form S-1
Filed on June 22, 2023
File No. 333-272831
Dear Michael Henderson:
We have reviewed your registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1
Our Team, Investors and Paragon Collaboration, page 4
1.Please revise to remove the references to Orbimed, Perceptive Xontogeny Venture Fund,
entities affiliated with RA Capital and Wellington Management from pages 4 and 79. It is
not appropriate to highlight the names of investors who hold less than 5% of your
common stock and have no obligation to report changes in ownership. Alternatively,
please move the names of these investors to follow the Principal Stockholder table and
indicate whether they are currently investors in your company and that they will not
provide updated information with respect to their investments.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
FirstName LastNameMichael Henderson, M.D.
Comapany NameApogee Therapeutics, LLC
June 30, 2023 Page 2
FirstName LastName
Michael Henderson, M.D.
Apogee Therapeutics, LLC
June 30, 2023
Page 2
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Tracie Mariner at 202-551-3744 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters. Please
contact Alan Campbell at 202-551-4224 or Suzanne Hayes at 202-551-3675 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Melanie Neary