Annexon, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures As of December 31, 2021, 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, 2021, 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 SEC’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. Management’s Annual Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Management has evaluated the effectiveness of our internal control over financial reporting as of December 31, 2021 using the criteria set forth in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2021. The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears in Item 8 of this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting During our quarter ended March 31, 2021, we launched the NetSuite enterprise resource planning system, or ERP, to support our financial reporting. The implementation of the ERP resulted primarily in changes to reports, interfaces and IT dependent controls. Therefore, we have modified the design and documentation of internal control processes and procedures relating to the new systems to enhance existing internal controls. The system changes were undertaken as an ongoing business initiative to improve and enhance our internal control over financial reporting. Except as described in the previous paragraph, we identified no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 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 132 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. Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections. Not applicable. 133 PART III 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 2022 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, 2021 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. The remaining 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 2022 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, 2021 and is incorporated herein by reference. 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 certain relationships and related transactions and director independence 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. 134 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) 07/24/20 135 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 10.15+ Employment Agreement by and between the Registrant and Larry Mattheakis, Ph.D. 10-Q 001-39402 10.2 11/09/2021 10.16 Sales Agreement, dated as of August 16, 2021, by and between Annexon Inc. and Cowen and Company, LLC. 10-Q 001-39402 10.15 08/16/2021 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 136 Exhibit No Description of Exhibit Incorporated by Reference Form File No. Exhibit Filing Date Filed Herewith 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 Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) 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. 137 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 1, 2022 By: /s/ Douglas Love, Esq. Douglas Love, Esq. President and Chief Executive Officer (Principal Executive Officer) Date: March 1, 2022 By: /s/ Jennifer Lew Jennifer Lew Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 138 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 1, 2022 Douglas Love, Esq. (Principal Executive Officer) /s/ Jennifer Lew Executive Vice President and Chief Financial Officer March 1, 2022 Jennifer Lew (Principal Financial and Accounting Officer) /s/ Thomas G. Wiggans Chairperson & Director March 1, 2022 Thomas G. Wiggans /s/ William H. Carson, M.D. Director March 1, 2022 William H. Carson, M.D. /s/ Jung E. Choi Director March 1, 2022 Jung E. Choi /s/ Bettina M. Cockroft, M.D. Director March 1, 2022 Bettina M. Cockroft, M.D. /s/ Muneer A. Satter Director March 1, 2022 Muneer A. Satter /s/ William D. Waddill Director March 1, 2022 William D. Waddill 139