EXPLANATORY NOTE
This Registration Statement is being filed with the U.S. Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional number of securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the same employee benefit plans is effective. Specifically, this Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Annexon, Inc. (the “Registrant”) to register an additional (i) 3,134,763 shares of its Common Stock issuable under its 2020 Incentive Award Plan (the “2020 Plan”), (ii) 783,690 shares of its Common Stock issuable under its Employee Stock Purchase Plan (the “ESPP”) and (iii) 850,000 shares of its Common Stock issuable under its 2022 Employment Inducement Award Plan (“Inducement Plan”). The additional shares of Common Stock under the 2020 Plan and the ESPP have become reserved for issuance as a result of the operation of the “evergreen” provisions in each of the 2020 Plan and the ESPP, which provide that the total number of shares subject to such plans will be increased on the first day of each calendar year pursuant to a specified formula. The additional shares of Common Stock under the Inducement Plan represent an increase in the number of shares of Common Stock reserved for issuance under the Inducement Plan, which increase was previously approved by the Registrant’s Board of Directors on February 14, 2024.
The Registrant previously registered shares of its common stock, par value $0.001 per share (the “Common Stock”), for issuance under its 2020 Plan and the ESPP under Registration Statements on Form S-8 filed with the Commission on July 24, 2020 (File No. 333-240101), March 25, 2021 (File No. 333-254707), March 2, 2022 (File No. 333-263193) and March 6, 2023 (File No. 333-270307), and under its Inducement Plan under a Registration Statement on Form S-8 filed with the SEC on August 8, 2022 (File No. 333-266671) (collectively, the “Earlier Registration Statements”). This Registration Statement hereby incorporates by reference the contents of the Registrant’s Earlier Registration Statements pursuant to General Instruction E to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Registrant hereby incorporates by reference into this Registration Statement the Earlier Registration Statements and the following documents previously filed with the SEC:
(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, which includes audited financial statements for the Registrant’s latest fiscal year, filed with the SEC on March 26, 2024.
(b) The information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 from the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 25, 2023.
(c) 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, or the Exchange Act, including any amendment or report filed for the purpose of updating such description, including Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 1, 2022.
(d) 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.
