Annexon, Inc. [●] Shares of Common Stock, par value $0.001 per share Underwriting AgreementAnnexon, Inc. • July 20th, 2020 • Pharmaceutical preparations • New York
Annexon, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC (“JPM”), BofA Securities, Inc. (“BofAS”) and Cowen and Company, LLC (“Cowen”) are acting as representatives (the “Representatives”), an aggregate of [●] shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [●] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
ANNEXON, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • March 26th, 2024 • Annexon, Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ANNEXON, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
ANNEXON, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • March 26th, 2024 • Annexon, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ANNEXON, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
ANNEXON, INC. COMMON STOCK SALES AGREEMENTSales Agreement • March 26th, 2024 • Annexon, Inc. • Pharmaceutical preparations • New York
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • February 26th, 2020 • Annexon, Inc. • Pharmaceutical preparations • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between Annexon, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/ an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
ANNEXON, INC.Stock Option Agreement • July 2nd, 2020 • Annexon, Inc. • Pharmaceutical preparations • California
Unless otherwise defined herein, the terms defined in the 2011 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
SUMMARY OF BASIC LEASE INFORMATIONLease • December 22nd, 2020 • Annexon, Inc. • Pharmaceutical preparations • California
ANNEXON, INC. EMPLOYMENT AGREEMENTEmployment Agreement • July 20th, 2020 • Annexon, Inc. • Pharmaceutical preparations • California
This Employment Agreement (the “Agreement”), is made and entered into by and between Annexon, Inc., a Delaware corporation (the “Company”) and Michael Overdorf (“Executive” and, together with the Company, the “Parties”). This Agreement will become effective as of immediately prior to the time the Company’s registration statement relating to the initial public offering of the Company’s common stock becomes effective (the “Effective Date”). This Agreement supersedes in its entirety that certain offer letter between Executive and the Company dated as of July 2, 2020 (“Offer Letter”).
Annexon, Inc. 25,035,000 Shares of Common Stock, par value $0.001 per share Pre-Funded Warrants to Purchase 18,379,861 Shares of Common Stock Underwriting AgreementAnnexon, Inc. • December 21st, 2023 • Pharmaceutical preparations • New York
Annexon, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom Jefferies LLC (“Jefferies”) and Cowen and Company, LLC (“TD Cowen”) are acting as representatives (the “Representatives”), (i) an aggregate of 25,035,000 shares (the “Offered Shares”) of common stock, par value $0.001 per share (“Common Stock”) and (ii) pre-funded warrants to purchase 18,379,861 shares of Common Stock (the “Pre-Funded Warrants”) of the Company; the Offered Shares and the Pre-Funded Warrants to be sold by the Company are collectively referred to as the “Offered Securities”. As used herein, “Warrant Shares” means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Offered Securities are referred to herein as the “Stock”.
ANNEXON, INC. EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2023 • Annexon, Inc. • Pharmaceutical preparations • California
This Employment Agreement (the “Agreement”), is made and entered into on July 27, 2023 by and between Annexon, Inc., a Delaware corporation (the “Company”) and Jamie Dananberg, M.D. (“Executive” and, together with the Company, the “Parties”). This Agreement supersedes in its entirety that certain offer letter between Executive and the Company dated as of June 19, 2023 (“Offer Letter”).
SUMMARY OF BASIC LEASE INFORMATIONLease • July 2nd, 2020 • Annexon, Inc. • Pharmaceutical preparations • California
Exclusive AgreementEquity) Agreement • July 2nd, 2020 • Annexon, Inc. • Pharmaceutical preparations • California
This Agreement between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Annexon Inc. (“Annexon”), a corpor ation having a principal place of business at P.O. Box 610098 Redwood City California, USA 94061 is effective on the 21 day of Nov, 2011 (“Effective Date”).
Annexon, Inc. COMMON STOCK SALES AGREEMENTCommon Stock Sales Agreement • August 16th, 2021 • Annexon, Inc. • Pharmaceutical preparations • New York
ANNEXON, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT June 30, 2020Investors’ Rights Agreement • July 2nd, 2020 • Annexon, Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is dated as of June 30, 2020, and is between Annexon, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A (each, an “Investor” and collectively, the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 8th, 2022 • Annexon, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 7, 2022, among Annexon, Inc., a corporation incorporated under the laws of the state of Delaware (the “Company”), and the purchasers identified on the signature pages hereto (including their successors and assigns, the “Purchasers”).
