Other Information.
−Removed: On August 16, 2021, we entered into a sales agreement with Cowen and Company, LLC, or Cowen, pursuant to which we may issue and sell from time to time, at our option, up to an aggregate of $100 million of shares of our common stock through or to Cowen acting as sales agent and/or principal.
−Removed: Sales of the shares, if any, will be made pursuant to a Registration Statement on Form S-3, the base prospectus to be filed as part of such registration statement and a prospectus supplement, by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including, without limitation, sales made directly on the Nasdaq Global Select Market or any other existing trading market for our common stock.
−Removed: Cowen will use its commercially reasonable efforts to sell the shares from time to time, based upon our instructions (including any price, time or size limits or other customary parameters or conditions we may impose).
−Removed: We will pay Cowen a commission of up to 3.0% of the gross proceeds from the sale of the shares, if any.
−Removed: We have also agreed to provide Cowen with customary indemnification rights.
−Removed: In accordance with the terms of the sales agreement, the offering of the shares will terminate upon the earliest of (a) the sale of all of the shares or (b) the termination of the sales agreement by Cowen or us.
−Removed: The foregoing description of the sales agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
−Removed: This Quarterly Report on Form 10-Q shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
EXHIBIT INDEX
3 unchanged sentences
Amended and Restated Bylaws.
−Removed: Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
Sales Agreement, dated as of August 16, 2021, by and between Annexon Inc.
and Cowen and Company, LLC.
−Removed: Certification of the Chief Executive Officer Pursuant to Securities Exchange Act of Rules 13A-14(A) and 15D-14(A).
−Removed: Certification of the Chief Financial Officer Pursuant to Securities Exchange Act Rules 13A-14(A) and 15D-14(A).
+Added: Employment Agreement by and between the Registrant and Larry Mattheakis, Ph.D .
+Added: Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.
+Added: Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.
Certification Pursuant to 18 U.S.C.
−Removed: Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.
Inline XBRL Instance Document
6 unchanged sentences
The certification attached as Exhibit 32.1 that accompanies this Quarterly Report on Form 10-Q pursuant to 18 U.S.C.
−Removed: 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.
+Added: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended, is not deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, nor shall Exhibit 32.1 be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing.
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 thereunto duly authorized.
Annexon, Inc.
−Removed: August 16, 2021
+Added: November 9, 2021
/s/ Douglas Love, Esq.
2 unchanged sentences
(Principal Executive Officer)
−Removed: August 16, 2021
+Added: November 9, 2021
/s/ Jennifer Lew
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.