Annexon, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures As of December 31, 2020, our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act). Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the December 31, 2020, our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by the year ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management’s Report on Internal Control over Financial Reporting The Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established by the rules of the SEC for newly public companies. Attestation Report of Registered Public Accounting Firm This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting due to an exemption established by the JOBS Act for “emerging growth companies.” Inherent Limitation on the Effectiveness of Internal Controls and Procedures Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Item 9B. Other Information. None. 126 PART I II Item 10. Directors, Executive Officers and Corporate Governance. Information required by this item will be contained in our definitive proxy statement to be filed with the Securities and Exchange Commission on Schedule 14A in connection with our 2021 Annual Meeting of Stockholders, or the Proxy Statement, which will be filed no later than 120 days after the end of our fiscal year ended December 31, 2020, and is incorporated herein by reference. We have adopted a Code of Business Conduct and Ethics that applies to our officers, directors and employees which is available on our website at ir.annexonbio.com. The Code of Business Conduct and Ethics is intended to qualify as a “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and Item 406 of Regulation S-K. In addition, we intend to promptly disclose (1) the nature of any amendment to our Code of Business Conduct and Ethics that applies to our directors or our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and (2) the nature of any waiver, including an implicit waiver, from a provision of our code of ethics that is granted to a director one of these specified officers, the name of such person who is granted the waiver and the date of the waiver on our website in the future. Item 11. Executive Compensation. The information required by this item regarding executive compensation will be incorporated by reference to the information set forth in our Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item regarding security ownership of certain beneficial owners and management and our equity compensation plans will be incorporated by reference to the information set forth in our Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item regarding security ownership of certain beneficial owners and management and our equity compensation plans will be incorporated by reference to the information set forth in our Proxy Statement. Item 14. Principal Accountant Fees and Services. The information required by this item regarding principal accountant fees and services will be incorporated by reference to the information set forth in our Proxy Statement. 127 PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this report: 1. Financial Statements Information in response to this Item is included in Part II, Item 8 of this Annual Report on Form 10-K. 2. Financial Statement Schedules All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. 3. Exhibits Exhibit Index Exhibit No Description of Exhibit Incorporated by Reference Form File No. Exhibit Filing Date Filed Herewith 3.1 Amended and Restated Certificate of Incorporation. 8-K 001-39402 3.1 07/28/20 3.2 Amended and Restated Bylaws. 8-K 001-39402 3.2 07/28/20 4.1 Reference is made to Exhibits 3.1 through 3.2 . 4.2 Form of Common Stock Certificate. S-1 333-239647 4.2 07/02/20 4.3 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. X 10.1 Amended and Restated Investors’ Rights Agreement, dated June 30, 2020, by and among the Registrant and the investors listed therein . S-1 333-239647 10.1 07/02/20 10.2† Exclusive (Equity) Agreement, dated November 21, 2011, by and between the Registrant and The Board of Trustees of the Leland Stanford Junior University . S-1 333-239647 10.2 07/02/20 10.3 Lease, dated December 19, 2016, by and between the Registrant and Bayside Acquisition, LLC . S-1 333-239647 10.3 07/02/20 10.4 Lease, dated December 18, 2020, by and between the Registrant and HCP LS Brisbane, LLC. 8-K 001-39402 10.1 12/22/20 10.5(a)+ 2011 Incentive Award Plan. S-1/A 333-239647 10.4(a) 07/20/20 10.5(b)+ Form of Stock Option Agreement under 2011 Equity Incentive Plan. S-1 333-239647 10.4(b) 07/02/20 10.6(a)+ 2020 Incentive Award Plan . S-8 333-240101 99.2(a) 07/24/20 128 Exhibit No Description of Exhibit Incorporated by Reference Form File No. Exhibit Filing Date Filed Herewith 10. 6 (b)+ Form of Stock Option Grant Notice and Stock Option Agreement under the 2020 Incentive Award Plan . S-1 333-239647 10.5(b) 07/02/20 10.6(c)+ Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the 2020 Incentive Award Plan . S-1 333-239647 10.5(c) 07/02/20 10.6(d)+ Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2020 Incentive Award Plan . S-1 333-239647 10.5(d) 07/02/20 10.7+ Employee Stock Purchase Plan. S-8 333-240101 99.3 07/24/20 10.8+ Employment Agreement by and between the Registrant and Douglas Love, Esq. S-1 333-239647 10.7 07/02/20 10.9+ Employment Agreement by and between the Registrant and Sanjay Keswani, MBBS, BSc, FRCP. S-1 333-239647 10.8 07/02/20 10.10+ Employment Agreement by and between the Registrant and Jennifer Lew. S-1 333-239647 10.9 07/02/20 10.11+ Employment Agreement by and between the Registrant and Ted Yednock, Ph.D. S-1 333-239647 10.10 07/02/20 10.12+ Employment Agreement by and between the Registrant and Michael Overdorf. S-1/A 333-239647 10.11 07/20/20 10.13+ Non-Employee Director Compensation Program. S-1/A 333-239647 10.12 07/20/20 10.14 Form of Indemnification and Advancement Agreement for directors and officers S-1 333-239647 10.12 07/02/20 21.1 List of subsidiaries. S-1 333-239647 21.1 07/02/20 23.1 Consent of KPMG LLP, independent registered public accounting firm. X 24.1 Power of Attorney (included in the signature page hereto). X 31.1 Certification of the Principal Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a). X 31.2 Certification of the Principal Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a). X 32.1* Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 101.INS XBRL Instance Document X 129 Exhibit No Description of Exhibit Incorporated by Reference Form File No. Exhibit Filing Date Filed Herewith 101.SCH XBRL Taxonomy Extension Schema Document X 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB XBRL Taxonomy Extension Label Linkbase Document X 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document X + Indicates management contract or compensatory plan. † Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10). * The certification attached as Exhibit 32.1 that accompanies this Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is not deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Item 16. Form 10-K Summary None. 130 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized . Annexon, Inc. Date: March 25, 2021 By: /s/ Douglas Love, Esq. Douglas Love, Esq. President and Chief Executive Officer (Principal Executive Officer) Date: March 25, 2021 By: /s/ Jennifer Lew Jennifer Lew Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 131 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Douglas Love and Jennifer Lew his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Douglas Love, Esq. President, Chief Executive Officer and Director March 25, 2021 Douglas Love, Esq. (Principal Executive Officer) /s/ Jennifer Lew Executive Vice President and Chief Financial Officer March 25, 2021 Jennifer Lew (Principal Financial and Accounting Officer) /s/ Thomas G. Wiggans Chairman & Director March 25, 2021 Thomas G. Wiggans /s/ William H. Carson, M.D. Director March 25, 2021 William H. Carson, M.D. /s/ Jung E. Choi Director March 25, 2021 Jung E. Choi /s/ Muneer A. Satter Director March 25, 2021 Muneer A. Satter /s/ Ricky Sun, Ph.D. Director March 25, 2021 Ricky Sun, Ph.D. 132