Apnimed files for IPO, plans Nasdaq Global Market listing as APMD

The offering and the banks named

Apnimed, Inc. filed a registration statement on Form S-1 with the Securities and Exchange Commission on July 10, 2026, for its initial public offering. The Cambridge, Massachusetts company is selling common stock. The prospectus says no public market exists for the shares yet, and that the company has applied to list them on The Nasdaq Global Market as APMD.

The cover leaves blank the number of shares, the price range and the proceeds, so the filing does not say how much the company expects to raise. It says the proceeds, together with existing cash, will fund regulatory approval and, if approved, the commercial launch of Oxnimbi, with the rest going to other research and working capital.

The cover names BofA Securities, Evercore ISI, Cantor and LifeSci Capital as underwriters. It does not say which is the lead or sole book-running manager, and it names no placement agent. The "Copies to" block lists Goodwin Procter LLP and Cleary Gottlieb Steen & Hamilton LLP as counsel, without saying which firm acts for the company and which for the underwriters.

An unapproved drug and the FDA's questions

The company's only clinical product is AD109, called Oxnimbi, an oral once-daily tablet for obstructive sleep apnea (OSA). Apnimed submitted a New Drug Application (NDA) to the FDA in April 2026. The FDA has not approved it, and the brand name is pending approval of the NDA in its totality.

Two Phase 3 trials, LunAIRo and SynAIRgy, enrolled about 1,300 patients. The company says the drug met its primary endpoint in both. At week 26, under the treatment policy estimand, the apnea hypopnea index fell 44.1% in SynAIRgy and 33.7% in LunAIRo, against 17.6% and 7.3% on placebo. The prospectus also says the FDA gave feedback at a pre-NDA meeting about the "clinical meaningfulness of certain endpoint results", including the primary endpoint and the limits of patient-reported outcomes. The company says it addressed this in the NDA, but warns that "the FDA may have a different interpretation" of whether the data show clinically meaningful differences.

Much of the market data comes from research the company commissioned or ran itself, including a survey in which 83% of providers agreed Oxnimbi addresses an unmet need. The filing says many patients refuse or stop using the standard treatment, positive airway pressure. Tirzepatide was approved in 2024 for moderate to severe OSA in adults with obesity.

Cash, losses and debt

At March 31, 2026, Apnimed had cash and cash equivalents of $46,886 thousand. Total liabilities were $137,196 thousand, including $38,535 thousand of convertible notes, and the accumulated deficit was $329,625 thousand. The summary table shows a net loss of $128,191 thousand for 2025, including a $70,139 thousand loss from discontinued operations, and $111,305 thousand for 2024. It shows net income of $67,719 thousand for the first quarter of 2026, against a net loss of $28,646 thousand a year earlier. The summary table does not explain that gain.

The risk factors say there is "substantial doubt about our ability to continue as a going concern," and that the company will need substantial additional funding even if the offering succeeds.

The convertible notes convert into common stock at a 10% discount to an assumed offering price, so the share count depends on the final price. In April 2026 the company entered a term loan facility of up to $150.0 million with lenders HCRx Investments HoldCo, L.P., HCR Stafford Fund II, L.P. and HCR Potomac Fund II, L.P., with HCR OSA SPV, LLC as administrative agent and collateral agent. The lenders advanced $50.0 million that month. A further $50.0 million depends on FDA authorization of Oxnimbi for OSA in any adult population, and another $50.0 million on sales milestones by June 30, 2028. The loans mature on April 2, 2031 and bear interest at Three-Month Term SOFR plus 5.75%, plus a revenue interest payment. The lenders hold warrants over 135,122 shares at $0.01 each. Options over 9,168,319 shares were outstanding at March 31, 2026, at a weighted-average price of $2.85. The reverse stock split ratio is blank.

The prospectus gives no date for an FDA decision on the NDA.

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