UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 9, 2025, the Board of Directors (the “Board”) of Annexon, Inc. (the “Company”) appointed William Jones, to the Board, effectively immediately. Mr. Jones will serve as a Class I director with a term expiring at the 2027 annual meeting of stockholders and until his successor has been elected and qualified. Mr. Jones will not initially serve on any committees of the Board.
Pursuant to the Company’s non-employee director compensation program, as a non-employee director, Mr. Jones will receive (i) a $40,000 annual retainer for his service on the Board, (ii) an automatic initial grant of a stock option to purchase 88,000 shares of Common Stock under the Company’s 2020 Incentive Award Plan (the “2020 Plan”), which vests in equal monthly installments for three years from the date of grant, and (iii) on the date of each annual stockholder meeting, an automatic grant of a stock option to purchase 44,000 shares of Common Stock under the 2020 Plan, which vests on the earlier of the first anniversary of the date of grant or the date of the next annual stockholder’s meeting.
In addition, Mr. Jones will enter into the Company’s standard indemnification and advancement agreement for directors and executive officers, the form of which was filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 26, 2024. There is no arrangement or understanding between Mr. Jones and any other person pursuant to which he was selected as a director, and there is no family relationship between Mr. Jones and any of the Company’s other directors or executive officers. The Company is not aware of any transaction involving Mr. Jones requiring disclosure under Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
A copy of the Company’s press release, dated January 10, 2025, announcing the appointment of Mr. Jones to the Board is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The information in this Item 7.01, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release, dated January 10, 2025. | |
| 104.1 | Cover Page Interactive Data File, formatted in inline XBRL. | |
SIGNATURES
Pursuant to the requirements 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 hereunto duly authorized.
| Dated: January 10, 2025 | Annexon, Inc. | |||||
| By: | /s/ Jennifer Lew | |||||
| Jennifer Lew | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
Exhibit 99.1
Annexon Expands Board of Directors with Appointment of Commercial Executive William “BJ” Jones
Seasoned biotechnology industry leadership spanning three decades across U.S. and global commercial operations
BRISBANE, Calif., January 10, 2025 – Annexon, Inc. (Nasdaq: ANNX), a biopharmaceutical company advancing a late-stage clinical platform of novel therapies for people living with devastating classical complement-mediated neuroinflammatory diseases of the body, brain, and eye, today announced the appointment of William “BJ” Jones to its board of directors. Mr. Jones brings 30 years of U.S. and global commercial and launch experience in the biotechnology industry.
“We are thrilled to add BJ to our board of directors at this transformative time for Annexon,” said Douglas Love, president and chief executive officer of Annexon. “His deep commercial expertise and proven experience in scaling large organizations and executing commercialization strategies for novel medicines will be invaluable as ANX005 for Guillain-Barré Syndrome and ANX007 for geographic atrophy approach commercialization.”
Mr. Jones added, “Annexon is leading the development of first-in-kind upstream complement medicines with significant opportunities across neuroinflammatory diseases that have yet to be unlocked. I look forward to partnering with Annexon and the board to support them in their mission to deliver a new era of complement targeted therapies.”
Mr. Jones joins Annexon with demonstrated commercial success at both large pharmaceutical and small biotechnology companies, with particular experience in driving mass-market product launch strategies for industry-leading brands. He currently serves as chief commercial officer of NewAmsterdam Pharma Company N.V. where he leads all commercial functions, including marketing, market access, sales, medical science engagement and commercial operations. Previously Mr. Jones was the chief commercial officer, migraine & common diseases at Biohaven Pharmaceuticals, which was acquired by Pfizer for $11.6 billion. Mr. Jones has held executive leadership roles of increasing responsibility at Takeda Pharmaceuticals, AstraZeneca, Bristol-Myers Squibb, Boehringer-Ingelheim and NitroMed, and has significant experience in large market product launches, including Nurtec® ODT, Abilify®, Farxiga®, Pradaxa®, BiDil® and Excedrin Migraine®. He currently serves on the board of Apogee Therapeutics. Mr. Jones is a graduate of the United States Air Force Academy and attained the rank of Major through his active duty and reserve service. He holds an M.B.A from Stanford Graduate School of Business and an M.S. in Industrial Engineering from Texas A&M University.
About Annexon
Annexon Biosciences (Nasdaq: ANNX) is harnessing classical complement-driven neuroinflammation to advance potentially first-in-kind treatments for millions of people living with serious neuroinflammatory diseases of the body, brain and eye. Our novel scientific approach focuses on C1q, the initiating molecule of classical complement’s potent inflammatory pathway that when misdirected can lead to tissue damage and loss. By targeting C1q, our immunotherapies are designed to stop neuroinflammatory diseases where they start. Our pipeline spans three diverse therapeutic areas – autoimmune, neurodegenerative and ophthalmic diseases – and includes targeted investigational drug candidates designed to address the unmet needs of over 8 million people worldwide. Annexon’s mission is to deliver game-changing therapies to patients so that they can live their best lives. To learn more visit annexonbio.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “positioned,” “potential,” “predict,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. All statements other than statements of historical facts contained in this press release are forward-looking statements. These forward-looking statements include, but are not limited to, statements about: the company’s ability to achieve regulatory approvals for its product candidates; the company’s ability to commercialize its product candidates, if approved; and continuing advancement of the company’s portfolio. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results and events to differ materially from those anticipated, including, but not limited to, risks and uncertainties related to: the company’s history of net operating losses; the company’s ability to obtain necessary capital to fund its clinical programs; the early stages of clinical development of the company’s product candidates; the effects of public health crises on the company’s clinical programs and business operations; the company’s ability to obtain regulatory approval of and successfully commercialize its product candidates; any undesirable side effects or other properties of the company’s product candidates; the company’s reliance on third-party suppliers and manufacturers; the outcomes of any future collaboration agreements; and the company’s ability to adequately maintain intellectual property rights for its product candidates. These and other
risks are described in greater detail under the section titled “Risk Factors” contained in the company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and the company’s other filings with the SEC. Any forward-looking statements that the company makes in this press release are made pursuant to the Private Securities Litigation Reform Act of 1995, as amended, and speak only as of the date of this press release. Except as required by law, the company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Contact:
Joyce Allaire
LifeSci Advisors
jallaire@lifesciadvisors.com
Media Contact:
Sheryl Seapy
Real Chemistry
949-903-4750
sseapy@realchemistry.com