EXPLANATORY NOTE
This registration statement on Form S-8 (this “Registration Statement”) is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements on Form S-8 relating to the same benefit plans are effective. Annexon, Inc. (the “Registrant”) previously registered shares of its common stock, par value $0.001 per share (the “Common Stock”), for issuance under the 2020 Incentive Award Plan (the “2020 Plan”) and the Employee Stock Purchase Plan (the “ESPP”) under Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on July 24, 2020 (File No. 333-240101) and March 25, 2021 (File No. 333-254707). The Registrant is hereby registering an additional (i) 1,542,434 shares of its Common Stock issuable under the 2020 Plan and (ii) 385,608 shares of its Common Stock issuable under the ESPP.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. | INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE |
The following documents filed by the Registrant with the SEC are incorporated by reference into this Registration Statement:
(a) The contents of the Registrant’s earlier Registration Statements on Form S-8 relating to the 2020 Plan and ESPP, previously filed with the SEC on July 24, 2020 (File No. 333-240101) and March 25, 2021 (File No. 333-254707).
(b) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, which includes audited financial statements for the Registrant’s latest fiscal year, filed with the SEC on March 1, 2022.
(c) The information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 22, 2021.
(d) The Registrant’s Current Reports on Form 8-K filed with the SEC on January 4, 2022, January 20, 2022 (Item 5.02 only), February 3, 2022 and February 22, 2022.
(e) The description of the Registrant’s common stock which is contained in a registration statement on Form 8-A filed on July 21, 2020 (File No. 001-39402) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.