Apnimed prices IPO of 12,000,000 shares at $16.00

Pricing and the banks

Apnimed, Inc. priced its initial public offering at $16.00 a share, according to a prospectus dated July 30, 2026. The company is selling 12,000,000 shares of common stock, or $192,000,000 before fees. Underwriting discounts and commissions are $13,440,000, or $1.12 a share, which leaves $178,560,000 before expenses. The company estimates net proceeds of approximately $173.6 million, or approximately $200.4 million if the underwriters buy their option for 1,800,000 more shares in full.

The cover names BofA Securities, Evercore ISI, Cantor and LifeSci Capital. It does not say which of them leads the offering, and it names no placement agent, and the cover page does not name counsel. Shares are to be delivered on or about August 3, 2026. The company says it will use the net proceeds, with existing cash, to fund approval of Oxnimbi and its launch if approved, an earmark of approximately $237.8 million.

The drug and the FDA's questions

Apnimed's only clinical product is AD109, to be sold as Oxnimbi, for obstructive sleep apnea. It submitted a New Drug Application in April 2026. The FDA accepted it in July 2026 and set a PDUFA goal action date of February 28, 2027.

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, the apnea hypopnea index fell 44.1% in SynAIRgy and 33.7% in LunAIRo, against 17.6% and 7.3% on placebo. At a pre-NDA meeting, the FDA gave feedback about the "clinical meaningfulness of certain endpoint results", including the primary endpoint and the limits of patient-reported outcomes, and said more analyses may be needed. The company says it addressed this, but the prospectus warns the FDA may read the data differently.

The market figures are largely company research. One company survey found 83% of providers agreed the drug addresses an unmet need. The standard treatment, positive airway pressure, is one many patients refuse or stop using. The prospectus notes tirzepatide was approved in 2024 for moderate to severe OSA in adults with obesity, and calls weight-loss drugs not clinically relevant for most OSA patients. The other programs are preclinical.

Cash, debt and the going-concern warning

Preliminary cash was approximately $172.8 million at June 30, 2026. Deloitte & Touche LLP has not audited or reviewed that figure, and the company says closing procedures are incomplete and final results may differ materially.

At March 31, 2026, cash was $46,886 thousand, total liabilities were $137,196 thousand, including $38,535 thousand of convertible notes, and the accumulated deficit was $329,625 thousand. Revenue from a related party was $84,814 thousand in the quarter, against $3,131 thousand a year earlier, and the company reported net income of $67,719 thousand, against a net loss of $28,646 thousand. For 2025, the net loss was $128,191 thousand, including $70,139 thousand from discontinued operations.

In April 2026 Apnimed signed a credit agreement for up to $150.0 million of term loans, with HCR OSA SPV, LLC as administrative and collateral agent. It advanced $50.0 million that month. Two further $50.0 million tranches depend on FDA approval for OSA and on net sales of products under what the prospectus calls the BWH License reaching $175.0 million by June 30, 2028. The loans mature April 2, 2031, at Three-Month Term SOFR plus 5.75%, are secured by substantially all assets, and carry revenue interest payments from May 15, 2026. The prospectus says part of operating cash flow will go to those payments.

The risk factors say there is "substantial doubt about our ability to continue as a going concern."

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