ANNX 8-K
Annexon, Inc. (ANNX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03 Material Modification to the Rights of Security Holders.
2022 Common Warrant Amendments
On June 23, 2025, Annexon, Inc. (the “Company”) and certain holders thereof entered into amendments to the common stock purchase warrants (the “Common Warrants”) originally issued pursuant to that certain Securities Purchase Agreement, dated July 7, 2022, by and among the Company and the purchasers party thereto (the “Common Warrant Amendment”). The Common Warrant Amendment extends the term of such Common Warrants by one year until June 30, 2026 and enables such holders to only effect a cash-based exercise of the Common Warrants at an exercise price per share of $5.806875. The participating investors hold Common Warrants exercisable for up to 6,877,622 shares of the Company’s common stock. The Company would receive aggregate proceeds of up to approximately $39.9 million if all of the Common Warrants are exercised (without regard to any ownership limitations).
The foregoing summary of the Common Warrant Amendment does not purport to be complete and is qualified in its entirety by reference to the form of Common Warrant Amendment attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Cautionary Note Regarding 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 of 1933, as amended, 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 potential proceeds to the Company upon the exercise of the Common Warrants. 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 likelihood of cash exercise during the extended term and potential proceeds to be received by the Company. 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 are described in additional detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and in the Company’s other Periodic and Current Reports filed with the Securities and Exchange Commission. The Company is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 4.1 | Form of Common Warrant Amendment. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 25, 2025 | Annexon, Inc. | |||||
| By: | /s/ Jennifer Lew | |||||
| Jennifer Lew | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
Exhibit 4.1
ANNEXON, INC.
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT
This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT, dated as of June [•], 2025 (this “Amendment”), amends that certain COMMON STOCK PURCHASE WARRANT (the “Warrant”), dated as of July 11, 2022, by Annexon, Inc. (the “Company”) for the benefit of the holder thereof or its assigns (“Holder”). The Company and Holder are referred to collectively herein as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Warrant.
WHEREAS, pursuant to and in accordance with Section 5(k) of the Warrant, the Warrant may be amended or modified with the written consent of the Company and the Holder; and
WHEREAS, the Company and the Holder wish to amend the Warrant to, among other things, extend the term of the Warrant, effective as of June 30, 2025.
NOW, THEREFORE, in consideration of the rights and obligations contained herein, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the Parties agree as follows:
Section 1. Term. The reference to 5:00 p.m. (New York City Time) on June 30, 2025 as the “Termination Date” in the Warrant is hereby amended and replaced with 5:00 p.m. (New York City Time) on June 30, 2026.
Section 2. Cashless Exercise. Effective as of the date of this Amendment, the Warrant may not be exercised, in whole or in part, by means of a “cashless exercise.” Accordingly, Section 2(c) of the Warrant is deleted in its entirety and all references to the ability of the Holder to effectuate a “cashless exercise of the warrant” (including, but not limited to such references in Sections 2(a), 2(d), 3(d) and 5(a) of the Warrant) are hereby deleted and shall be of no further effect.
Section 4. No Other Amendments. Each reference to “this Warrant,” “hereunder,” “hereof” and other similar references set forth in the Warrant and each reference to the Warrant in any other agreement, document or other instrument shall, in each case, refer to the Warrant as modified by this Amendment. Except as and to the extent expressly modified by this Amendment, the Warrant is not otherwise being amended, modified or supplemented and shall remain in full force and effect and is hereby in all respects ratified and confirmed, and the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party under the Warrant. This Amendment may be executed in two or more counterparts, and each of such counterparts shall be deemed an original, and all of such counterparts together will constitute one and the same agreement.
(Signature Page Follows)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Common Stock Purchase Warrant to be executed as of the date first above indicated.
| COMPANY:
ANNEXON, INC. | ||
| By: | ||
| Name: Douglas Love, Esq. Title: President and Chief Executive Officer | ||
| HOLDERS:
[•] | ||
| By: | ||
| Name: Title: | ||
[Signature Page to Amendment to Common Stock Purchase Warrant]