SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Apogee Therapeutics, Inc.
(Name of Issuer)
Common stock, par value $0.00001 per share
(Title of Class of Securities)
03770N101
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of the section of the Act but shall be subject to all other provisions of that Act (however, see the Notes).
CUSIP No. 03770N101
| 1. | NAMES OF REPORTING PERSONS
AI Biotechnology LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY:
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER:
0 | ||
| 6. | SHARED VOTING POWER:
2,190,364 | |||
| 7. | SOLE DISPOSITIVE POWER:
0 | |||
| 8. | SHARED DISPOSITIVE POWER:
2,190,364 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,190,364 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
4.87%(1) | |||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO (Limited Liability Company) | |||||
| (1) | Based on 44,999,063 shares of the Issuer’s voting common stock outstanding as of August 5, 2024, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 12, 2024. |
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CUSIP No. 03770N101
| 1. | NAMES OF REPORTING PERSONS
Access Industries Holdings LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY: | |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER:
0 | ||
| 6. | SHARED VOTING POWER:
2,190,364 | |||
| 7. | SOLE DISPOSITIVE POWER:
0 | |||
| 8. | SHARED DISPOSITIVE POWER:
2,190,364 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,190,364 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
4.87%(1) | |||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO (Limited Liability Company) | |||||
| (1) | Based on 44,999,063 shares of the Issuer’s voting common stock outstanding as of August 5, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on August 12, 2024. |
3
CUSIP No. 03770N101
| 1. | NAMES OF REPORTING PERSONS
Access Industries Management, LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY:
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER:
0 | ||
| 6. | SHARED VOTING POWER:
2,190,364 | |||
| 7. | SOLE DISPOSITIVE POWER:
0 | |||
| 8. | SHARED DISPOSITIVE POWER:
2,190,364 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,190,364 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
4.87%(1) | |||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO (Limited Liability Company) | |||||
| (1) | Based on 44,999,063 shares of the Issuer’s voting common stock outstanding as of August 5, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on August 12, 2024. |
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CUSIP No. 03770N101
| 1. | NAMES OF REPORTING PERSONS
Len Blavatnik | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY:
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER:
0 | ||
| 6. | SHARED VOTING POWER:
2,190,364 | |||
| 7. | SOLE DISPOSITIVE POWER:
0 | |||
| 8. | SHARED DISPOSITIVE POWER:
2,190,364 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,190,364 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
4.87%(1) | |||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN | |||||
| (1) | Based on 44,999,063 shares of the Issuer’s voting common stock outstanding as of August 5, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on August 12, 2024. |
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Schedule 13G
CUSIP No. 03770N101
| Item 1. |
| (a) | Name of Issuer: |
Apogee Therapeutics, Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
221 Crescent Street, Building 17, Suite 102b, Waltham, MA, 02453
| Item 2. |
| (a) | Name of Person Filing: |
This filing is being made on behalf of (collectively, the “Access Filers”):
AI Biotechnology LLC (“AI Biotechnology”)
Access Industries Holdings LLC (“AIH”)
Access Industries Management, LLC (“AIM”)
Len Blavatnik
| (b) | Address of Principal Business Office or, if none, Residence: |
The principal business office of each reporting person is c/o Access Industries, Inc., 40 West 57th Street, 28th Floor, New York, NY 10019.
| (c) | Citizenship: |
Each of AI Biotechnology, AIH and AIM is a limited liability company organized under the laws of the State of Delaware.
Mr. Blavatnik is a citizen of the United States of America.
| (d) | Title of Class of Securities: |
Voting common stock, par value $0.00001 per share (“Common Stock”).
| (e) | CUSIP Number: |
03770N101
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |||
| (b) | ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |||
| (c) | ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |||
| (d) | ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |||
| (e) | ☐ An investment adviser in accordance with §240.13d-1(b) (1)(ii)(E); | |||
| (f) | ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b) (1)(ii)(F); | |||
| (g) | ☐ A parent holding company or control person in accordance with §240.13d-1(b) (1)(ii)(G); | |||
| (h) | ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |||
| (i) | ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |||
| (j) | ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | |||
| (k) | ☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). | |||
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Not Applicable.
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: |
See the responses to Item 9 on the attached cover pages.
| (b) | Percent of class: |
See Item 11 of the attached cover pages. The percentages reported in Item 11 of the attached cover pages are based upon 44,999,063 shares of the Issuer’s Common Stock outstanding as of August 5, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on August 14, 2024.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
See the responses to Item 5 on the attached cover pages.
| (ii) | Shared power to vote or to direct the vote: |
See the responses to Item 6 on the attached cover pages.
| (iii) | Sole power to dispose or to direct the disposition: |
See the responses to Item 7 on the attached cover pages.
| (iv) | Shared power to dispose or to direct the disposition: |
See the responses to Item 8 on the attached cover pages.
2,190,364 shares of Common Stock are owned directly by AI Biotechnology and may be deemed to be beneficially owned by AIH, AIM and Mr. Blavatnik because (i) Len Blavatnik controls AIM and holds a majority of the outstanding voting interests in AIH, (ii) AIM controls AIH, and (iii) AIH directly controls all of the outstanding voting interests in in AI Biotechnology. Each of the Reporting Persons (other than AI Biotechnology) and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒:
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the parent Holding Company or Control Person. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
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| Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 4, 2024
| AI BIOTECHNOLOGY LLC | By: Access Industries Management, LLC, its Manager | |||||
| /s/ Alejandro Moreno | ||||||
| Name: Alejandro Moreno | ||||||
| Title: Executive Vice President | ||||||
| ACCESS INDUSTRIES HOLDINGS LLC | By: Access Industries Management, LLC, its Manager | |||||
| /s/ Alejandro Moreno | ||||||
| Name: Alejandro Moreno | ||||||
| Title: Executive Vice President | ||||||
| ACCESS INDUSTRIES MANAGEMENT, LLC | /s/ Alejandro Moreno | |||||
| Name: Alejandro Moreno | ||||||
| Title: Executive Vice President | ||||||
| * | ||||||
| Name: Len Blavatnik | ||||||
| * | The undersigned, by signing his name hereto, executes this Schedule 13G pursuant to the Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith. |
| By: | /s/ Alejandro Moreno | |
| Name: | Alejandro Moreno | |
| Attorney-in-Fact |
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