On November 5, 2009, Apogee Technology, Inc.'s Board of Directors approved transactions for receipt of $265,500 in proceeds from the sale of five promissory notes. Mr. Herbert M. Stein loaned the company $42,500 pursuant to the promissory note attached hereto, Ms. Erica J. Stein loaned the company $60,000 pursuant to the promissory note attached hereto, Mr. David Spiegel loaned the company $103,000 pursuant to the promissory note attached hereto, Mr. Leo Spiegel loaned the company $10,000 pursuant to the promissory note attached hereto, TYJO Corporation Money Purchase Pension Plan loaned the company $50,000 pursuant to the promissory note attached hereto. The promissory notes bear simple interest of 8% per year and are to be repaid in cash after 180 days.

The promissory notes are attached hereto as Exhibits 99.1, 99.2, 99.3, 99.4, and 99.5 and are incorporated herein by reference.

The information required by this Item 2.03 is set forth in Item 1.01 above, which is incorporated herein by reference.

Associated with the promissory notes discussed above are warrants. The warrants are a three (3) year warrants with a strike price of $1. The warrants represent 4,250, 15,000, 10,300, 1,000, and 20,000 for Mr. Herbert M. Stein, for Erica J. Stein, for Mr. David Spiegel, Mr. Leo Spiegel, and for TYJO Corporation Money Purchase Pension Plan respectively, as added consideration for the Note. These warrants, and the warrants previously issued to Mr. Herbert M. Stein, Ms. Erica J. Stein, Mr. David Spiegel, Mr. Leo Spiegel, and TYJO Corporation Money Purchase Pension Plan pursuant to earlier promissory notes, have been documented using the form of warrant, Exhibit 99.6, attached.

(d) Exhibits

Exhibit
Number                         Description

  99.1     Promissory Note dated as of November 5, 2009 by and
           between Apogee Technology, Inc. and Mr. Herbert M.
           Stein
  99.2     Promissory Note dated as of November 5, 2009 by and
           between Apogee Technology, Inc. and Ms. Erica J.
           Stein
  99.3     Promissory Note dated as of November 5, 2009 by and
           between Apogee Technology, Inc. and Mr. David
           Spiegel
  99.4     Promissory Note dated as of November 5, 2009 by and
           between Apogee Technology, Inc. and Mr. Leo Spiegel
  99.5     Promissory Note dated as of November 5, 2009 by and
           between Apogee Technology, Inc. and TYJO Corporation
           Money Purchase Pension Plan
  99.6     Form of Warrant