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 AgreementUnderwriting Agreement • December 21st, 2023 • Annexon, Inc. • 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”.
