SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Annexon, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
03589W 102
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| þ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 03589W 102 |
13G | Page 2 of 6 Pages |
| 1. |
Names of Reporting Persons
| |
| 2. |
Check the Appropriate Box if a Member of a Group (see instructions)
|
|
| (a) | ¨ | |
| (b) | ¨ | |
| 3. | SEC USE ONLY
| |
| 4. |
Citizenship or Place of Organization Switzerland
| |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power 0
|
| 6. |
Shared Voting Power 2,107,244
| |
| 7. |
Sole Dispositive Power 0
| |
| 8. |
Shared Dispositive Power 2,107,244
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 2,107,244
| |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨ |
| 11. |
Percent of Class Represented by Amount in Row 9 5.52%
| |
| 12. |
Type of Reporting Person (see instructions) CO
| |
CUSIP No. 03589W 102 |
13G | Page 3 of 6 Pages |
| 1. |
Names of Reporting Persons
| |
| 2. |
Check the Appropriate Box if a Member of a Group (see instructions)
|
|
| (a) | ¨ | |
| (b) | ¨ | |
| 3. | SEC USE ONLY
| |
| 4. |
Citizenship or Place of Organization Switzerland
| |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power 0
|
| 6. |
Shared Voting Power 2,107,244
| |
| 7. |
Sole Dispositive Power 0
| |
| 8. |
Shared Dispositive Power 2,107,244
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 2,107,244
| |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨ |
| 11. |
Percent of Class Represented by Amount in Row 9 5.52%
| |
| 12. |
Type of Reporting Person (see instructions) CO
| |
| Item 1(a). |
Name of Issuer:
Annexon, Inc.
|
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
180 Kimball Way, Suite 200, South San Francisco CA 94080
|
| Item 2(a). |
Name of Person Filing:
This statement is filed on behalf of the following persons with respect to the shares of Common Stock of the Issuer:
(i) Novartis Bioventures Ltd., a Swiss corporation, with respect to shares held by it; and
(ii) Novartis AG, a Swiss corporation, as the publicly owned parent of Novartis Bioventures Ltd., with respect to the shares held by Novartis Bioventures Ltd.
The foregoing persons are hereinafter referred to collectively as the “Reporting Persons.”
|
| Item 2(b). |
Address of Principal Business Office or, if none, Residence:
The address of the principal business office of Novartis Bioventures Ltd. and Novartis AG is Lichtstrasse 35, 4056 Basel, Switzerland.
|
| Item 2(c). |
Citizenship:
Novartis Bioventures Ltd. is a corporation organized under the laws of Switzerland and is an indirect wholly-owned subsidiary of Novartis AG.
Novartis AG is a corporation organized under the laws of Switzerland and is the publicly owned parent of Novartis Bioventures Ltd.
|
| Item 2(d). |
Title of Class of Securities:
Common Stock, par value $0.001 per share (“Common Stock”).
|
| Item 2(e). |
CUSIP Number:
03589W 102.
|
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ¨ | Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c); |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); |
| (k) | ¨ | Group, in accordance with §240.13d–1(b)(1)(ii)(K). |
| If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____ | ||
| Item 4. | Ownership |
| (a) | Amount Beneficially Owned: |
Novartis Bioventures Ltd. is the record owner of 2,107,244 shares of Common Stock of the Issuer. As the indirect parent of Novartis Bioventures Ltd., Novartis AG may be deemed to beneficially own these securities.
| (b) | Percent of Class: |
5.52% of the Issuer’s outstanding Common Stock, based upon 38,157,618 shares of Common Stock issued and outstanding as of October 31, 2020, as reported by the Issuer in a Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 16, 2020.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: Not applicable |
| (ii) | Shared power to vote or to direct the vote: 2,107,244 |
| (iii) | Sole power to dispose or to direct the disposition of: Not applicable |
| (iv) | Shared power to dispose or to direct the disposition of: 2,107,244 |
| Item 5. | Ownership of 5 Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
| Item 9. | Notice of Dissolution of a Group |
Not Applicable
| Item 10. | Certification |
Not Applicable.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: January 29, 2021 | ||
| Novartis Bioventures Ltd. | ||
| /s/ B. Dzikowski | ||
| Name: Bart Dzikowski | ||
| Title: Secretary of the Board | ||
| /s/ B. Steffen | ||
| Name: Beat Steffen | ||
| Title: Authorized Signatory | ||
| Novartis AG | ||
| /s/ B. Dzikowski | ||
| Name: Bart Dzikowski | ||
| Title: Authorized Signatory | ||
| /s/ B. Steffen | ||
| Name: Beat Steffen | ||
| Title: Authorized Signatory | ||
INDEX EXHIBIT
SCHEDULE 13G
| Exhibit Number | Exhibit Description | |
| 99.1 | Evidence of Signature Authority | |
| 99.2 | Power of Attorney | |
| 99.3 | Joint Filing Agreement |
EXHIBIT 99.1
EVIDENCE OF SIGNATURE AUTHORITY
Excerpt from Commercial Register of Novartis AG
| Identification number | Legal status | Entry | Cancelled | Carried CH-270.3.002.061-2 | |
| from: CH-270.3.002.061-2/a | 1 | ||||
| CHE-103.867.266 | Limited or Corporation | 01.03.1996 | on: |
All data
| In | Ca | Business name | Ref | Legal seat |
| 1 | Novartis AG | 1 | Basel | |
| 1 | (Novartis SA) (Novartis Inc.) |
| CHE-103.867.266 | Novartis AG | Basel | 3 | |||
| All data | ||||||
| In | Mo | Ca | Personal Data | Function | Signature | |
| 1 | Rehm, Christian Jakob, von Illanz/Glion, in Muttenz | joint signature at two | ||||
| CHE-103.867.266 | Novartis AG | Basel | 3 | |||
| All data | ||||||
| In | Mo | Ca | Personal Data | Function | Signature | |
| 1 | Eichhorn, Felix, von Basel, in Basel | joint signature at two | ||||
EXHIBIT 99.2
POWER OF ATTORNEY
|
We, the undersigned, under the authority granted to each of us to sign jointly on behalf of Novartis AG, hereby grant powers to Bart Dzikowski, Anja Koenig, Stephan Sandmeier, Florian Muellershausen, Beat Steffen, Marc Ceulemans and Marianne Uteng and constitute and appoint any two of them jointly as our true and lawful attorneys and representatives and to act on our behalf and to sign filings to be made with the U.S. Securities and Exchange Commission (the “SEC”) relating to the shares of Annexon, Inc. (the “Company”) held by Novartis Bioventures Ltd, an indirect subsidiary of Novartis AG, as required by the SEC (the “SEC Filings”), and to undertake and carry out all tasks and formalities on our behalf which may be required in connection with giving effect to the SEC Filings.
We, the undersigned, undertake to ratify and confirm whatever our true and lawful attorneys do or purport to do in good faith in the exercise of any power conferred by this Power of Attorney.
We, the undersigned, declare that a person who deals with our true and lawful attorneys in good faith may accept a written statement signed by such attorneys to the effect that this Power of Attorney has not been revoked as conclusive evidence of that fact.
The authority granted by this Power of Attorney shall expire immediately after the SEC Filings are no longer required.
IN WITNESS WHEREOF, this Power of Attorney is duly signed on this 16 day of December 2020. |
| Novartis AG | ||
| /s/ C. Rehm | ||
| Name: Christian Rehm | ||
| Title: Authorized Signatory | ||
| /s/ F. Eichhorn | ||
| Name: Felix Eichhorn | ||
| Title: Authorized Signatory | ||
EXHIBIT 99.3
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the shares of Common Stock, par value $0.001 per share, of Annexon, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other filing party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute one agreement.
In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of January 29, 2021.
| Novartis Bioventures Ltd. | ||
| /s/ B. Dzikowski | ||
| Name: Bart Dzikowski | ||
| Title: Secretary of the Board | ||
| /s/ B. Steffen | ||
| Name: Beat Steffen | ||
| Title: Authorized Signatory | ||
| Novartis AG | ||
| /s/ B. Dzikowski | ||
| Name: Bart Dzikowski | ||
| Title: Authorized Signatory | ||
| /s/ B. Steffen | ||
| Name: Beat Steffen | ||
| Title: Authorized Signatory | ||