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Annexon Announces Proposed Public Offering of Common Stock and Pre-Funded Warrants

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Annexon (NASDAQ: ANNX) announced on November 12, 2025 that it has commenced an underwritten public offering of $75.0 million of common stock or pre-funded warrants, with a 30-day underwriter option for up to an additional $11.25 million. The proposed offering is being made from a Form S-3 shelf registration declared effective on April 1, 2024 and is subject to market and other conditions.

Goldman Sachs, TD Cowen and Wells Fargo Securities are acting as joint book-running managers. Final offering terms will be disclosed in a prospectus supplement to be filed with the SEC; there is no assurance the offering will be completed or on the proposed size or terms.

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Positive

  • Up to $86.25M total capital capacity including underwriter option
  • Underwritten by Goldman Sachs, TD Cowen, Wells Fargo
  • Form S-3 shelf already declared effective on April 1, 2024

Negative

  • Potential dilution to existing shareholders from new shares or warrants
  • Offering subject to market and other conditions; completion not assured
  • Final size and terms undetermined until prospectus supplement filed

News Market Reaction – ANNX

-5.63%
12 alerts
-5.63% Session close to close
-9.8% Trough in 6 hr 4 min
$339.76M Market Cap
1.0x Rel. Volume

In the Nov 13 session, ANNX declined 5.63%, reflecting a notable negative market reaction. Argus tracked a trough of -9.8% from its starting point during tracking. Our momentum scanner triggered 12 alerts that day, indicating notable trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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BRISBANE, Calif., Nov. 12, 2025 (GLOBE NEWSWIRE) -- Annexon, Inc. (NASDAQ: ANNX), a biopharmaceutical company advancing a late-stage clinical platform targeting neuroinflammation across life-changing complement-mediated diseases of the body, brain, and eye, today announced that it has commenced an underwritten public offering of $75 million of shares of its common stock or pre-funded warrants to purchase shares of its common stock in lieu thereof. All of the securities are being offered by Annexon. In addition, Annexon expects to grant the underwriters a 30-day option to purchase up to an additional $11.25 million of shares of its common stock. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the proposed offering may be completed, or as to the actual size or terms of the proposed offering.

Goldman Sachs & Co. LLC, TD Cowen and Wells Fargo Securities are acting as joint book-running managers for the proposed offering.

The shares of common stock and pre-funded warrants are being offered by Annexon pursuant to a shelf registration statement on Form S-3, including a base prospectus, that was filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2024 and subsequently declared effective by the SEC on April 1, 2024. The proposed offering is being made only by means of a prospectus supplement and the accompanying prospectus that will form a part of the registration statement. A preliminary prospectus supplement and the accompanying prospectus relating to the proposed offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus, when available, may be obtained from: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, by telephone at (866) 471-2526 or by email at prospectus-ny@ny.email.gs.com; TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, NY 10017, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.com; or Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, by telephone at 800-645-3751 (option #5) or by email at WFScustomerservice@wellsfargo.com. The final terms of the proposed offering will be disclosed in a final prospectus supplement to be filed with the SEC.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Annexon

Annexon, Inc. (Nasdaq: ANNX) is developing the next generation of complement inhibitors to stop neuroinflammation as 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 in a host of diseases. By targeting C1q, our immunotherapies are designed to stop this neuroinflammatory cascade before it starts. Our pipeline spans three diverse therapeutic areas – autoimmunity, neurodegeneration and ophthalmology – and includes targeted investigational drug candidates designed to address the unmet needs of nearly 10 million people worldwide. Annexon’s mission is to deliver game-changing therapies to patients so that they can live their best lives.

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,” “proposed,” “seek,” “should,” “suggest,” “target,” “on track,” “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 Annexon’s proposed public offering and Annexon’s intention to grant the underwriters an option to purchase additional shares. 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, among other things, market conditions and the demand for Annexon’s securities. These and other risks are described in greater detail under the section titled “Risk Factors” contained in the preliminary prospectus supplement and the accompanying prospectus, 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:

Beth Keshishian
917-912-7195
beth@bethkeshishian.com


FAQ

What is Annexon (ANNX) offering in the November 12, 2025 proposed public offering?

Annexon is offering $75.0 million of common stock or pre-funded warrants, with a 30-day underwriter option for up to an additional $11.25 million.

Who are the underwriters for Annexon (ANNX) public offering announced November 12, 2025?

Goldman Sachs, TD Cowen and Wells Fargo Securities are acting as the joint book-running managers for the proposed offering.

How will Annexon (ANNX) disclose final terms for the November 2025 offering?

Final terms will be disclosed in a prospectus supplement to be filed with the SEC and available on the SEC website.

Is the Annexon (ANNX) offering guaranteed to close after the November 12, 2025 announcement?

No; the offering is subject to market and other conditions, and there is no assurance it will be completed or on the proposed size or terms.

What registration authority covers Annexon’s (ANNX) proposed November 2025 offering?

The offering is being made pursuant to a shelf registration on Form S-3 that was declared effective on April 1, 2024.