SEC FORM 3

SEC FORM 3SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BIOGEN INC.

(Last)

(First)

(Middle)

225 BINNEY STREET

(Street)

CAMBRIDGE

MASSACHUSETTS

02142

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/31/2026

3. Issuer Name and Ticker or Trading Symbol
Apellis Pharmaceuticals, Inc. [ APLS ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See footnotes

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	0⁽¹⁾⁽²⁾⁽³⁾	I⁽¹⁾⁽²⁾⁽³⁾	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	0⁽⁴⁾	I⁽⁴⁾	See footnotes⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options	⁽⁵⁾	⁽⁵⁾	Common Stock	0⁽⁵⁾	$0	I⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾

Explanation of Responses:

1. The reporting person entered into a Tender and Support Agreement, dated March 31, 2026 (the "Tender and Support Agreement") with respect to the shares of common stock, par value $0.0001 per share (the "Common Stock"), of Apellis Pharmaceuticals, Inc. (the "Issuer") held by each of (i) Morningside Venture Investments, Ltd., (ii) Cedric Francois, (iii) Gerald Chan, (iv) Alec Machiels, and (v) Pascal Deschatelets (each, a "Holder" and, collectively, the "Holders").

2. By virtue of entering into the Tender and Support Agreement, dated March 31, 2026, with each of the Holders, the reporting person on this Form 3 may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") with respect to the securities held by parties who continue to be bound by the Tender and Support Agreement, which such "group" beneficially owns (as defined in Section 13(d) of the Exchange Act), in the aggregate, more than 10% of the outstanding Common Stock. Pursuant to the Tender and Support Agreement, the Holders agreed to irrevocably and unconditionally appoint the reporting person, or any person designated by the reporting person, as its proxy and attorney-in-fact to vote such Holders' Common Stock for certain matters as set forth in the Tender and Support Agreement.

3. The Tender and Support Agreement does not provide the reporting person with a pecuniary interest in the Common Stock and as such the reporting person is not a beneficial owner for purposes of Section 16 of the Exchange Act.

4. Each of Messrs Chan, Deschatelets, Francois and Machiels holds Restricted Stock Units ("RSUs") in the amount and on the terms reported on each of Messrs Chan, Deschatelets, Francois and Machiels' past and current Form 3 and Form 4 filings with respect to the Issuer, as amended. The Tender and Support Agreement does not provide the reporting person with a pecuniary interest in the Common Stock underlying such RSUs and as such the reporting person is not a beneficial owner for purposes of Section 16 of the Exchange Act.

5. Each of Messrs Chan, Deschatelets, Francois and Machiels holds options for Common Stock (the "Options"), which are currently outstanding and unexercised as of March 31, 2026, in the amount and on the terms reported on each of Messrs Chan, Deschatelets, Francois and Machiels' past and current Form 3 and Form 4 filings with respect to the Issuer, as amended. The Tender and Support Agreement does not provide the reporting person with a pecuniary interest in the Common Stock underlying such Options and as such the reporting person is not a beneficial owner for purposes of Section 16 of the Exchange Act.

	/s/ Wendell Taylor, Secretary, Biogen Inc.	04/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

SEC Form 3 filed by new insider Biogen Inc.