EXPLANATORY NOTE
On December 21, 2023, Annexon, Inc. (the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K, dated December 21, 2022 (the “Original Form 8-K”). The Original Form 8-K inadvertently included an incorrect Exhibit 4.1. This Form 8-K/A is being filed to include a correct copy of Exhibit 4.1 Form of Pre-funded Warrant, and hereby replaces in its entirety the incorrect version filed in error.
| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 20, 2023, Annexon, Inc. (the “Company’) entered into an underwriting agreement (“Underwriting Agreement”) with Jefferies LLC and Cowen and Company, LLC (the “Underwriters”), to issue and sell 25,035,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a price of $2.880 per share and, in lieu of Common Stock, certain investors were issued pre-funded warrants to purchase an aggregate of 18,379,861 shares of Common Stock at a price of $2.879 (the “Pre-Funded Warrants”), which represents the per share price for the Shares less the $0.001 per share exercise price for each Pre-Funded Warrant (the “Offering”). The gross proceeds from the Offering are expected to be approximately $125.0 million before deducting underwriting commissions and discounts and offering expenses. All of the Shares and the Pre-Funded Warrants are being sold by the Company. The Offering is expected to close on December 26, 2023, subject to customary closing conditions.
The securities described above are offered and will be issued pursuant to a shelf registration statement on Form S-3 (File No. 333-258863) and the related prospectus and prospectus supplement.
The Pre-Funded Warrants will be exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage to a percentage not in excess of 19.99% by providing at least 61 days’ prior notice to the Company.
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
A copy of the Underwriting Agreement and the form of Pre-Funded Warrant are filed as Exhibits 1.1 and 4.1, respectively, and are incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and the Pre-Funded Warrants does not purport to be complete and are qualified in their entirety by reference to such exhibits. A copy of the opinion of Cooley LLP relating to the legality of the securities issued and sold in the Offering is filed herewith as Exhibit 5.1.
On December 20, 2023, the Company issued a press release announcing the Offering, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 10-K and is incorporated herein by reference.
Caution Concerning Forward Looking Statements
This Current Report on Form 8-K may contain forward-looking statements made in reliance upon the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. These forward-looking statements include statements about the Offering, such as the expected gross proceeds and anticipated closing date. These forward-looking statements are based on information currently available to the Company and its current plans or expectations, and are subject to a number of uncertainties and risks that could significantly affect current plans. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including the uncertainties related to market conditions and the completion of the public offering on the anticipated terms or at all. The Company’s forward-looking statements also involve assumptions that, if they prove incorrect, would cause its results to differ materially from those expressed or implied by such forward-looking statements. These and other risks concerning the Company’s business
