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Annexon Reports Inducement Grant to New Employee Under Nasdaq Listing Rule 5635(c)(4)

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Annexon (Nasdaq: ANNX) granted an inducement equity award to a new non-executive employee under its 2022 Employment Inducement Award Plan, approved December 10, 2025, in accordance with Nasdaq Listing Rule 5635(c)(4).

The award is an option to purchase 19,000 shares, with a 10-year term, an exercise price of $4.91 per share (closing price on December 15, 2025, the grant date), and a standard four-year vesting schedule: 25% vesting after one year and the remainder vesting monthly at 1/48th thereafter, subject to continued service.

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Key Figures

Option grant size 19,000 shares Inducement award to new non‑executive employee
Exercise price $4.91 per share Exercise price equals Dec 15, 2025 closing price at grant
Option term 10 years Term of inducement stock option
Vesting period 4 years 25% after 1 year, then 1/48 monthly subject to service
Pre-news share price $4.80 Last price before publication; <b>−2.24%</b> on the day
52-week range $1.285 – $5.66 Price sat 15.19% below 52-week high pre‑news

Market Reality Check

$4.80 Last Close
Volume Volume 2,268,637 vs 20-day average 3,545,087, indicating lighter-than-normal trading before this filing. low
Technical Shares traded above the 200-day MA of $2.64 at a pre-news price of $4.80.

Peers on Argus

Peers showed mixed moves: NMRA -5.13%, MNPR -3.64%, OMER -2.83%, while LCTX +2.92% and ALEC 0%, suggesting no clear sector-wide trend tied to this routine grant.

Historical Context

Date Event Sentiment Move Catalyst
Nov 14 Equity offering close Negative +11.4% Closed underwritten equity offering with full underwriter option exercise.
Nov 12 Offering priced Negative -4.4% Priced $75M public offering of common stock and pre‑funded warrants.
Nov 12 Offering proposed Negative -4.4% Commenced proposed $75M public offering using existing shelf registration.
Nov 10 Earnings and pipeline Positive -0.3% Reported Q3 2025 results, cash runway and late‑stage clinical milestones.
Aug 27 Investor conferences Neutral -1.9% Announced participation in September healthcare investor conferences.
Pattern Detected

Recent news shows mixed alignment: two public offering announcements and one earnings update aligned with expected sentiment, while one offering close and the Q3 update saw divergent price reactions.

Recent Company History

Over the last several months, Annexon issued multiple equity offerings and reported Q3 2025 results. The company priced and closed an underwritten public offering in mid‑November 2025, with gross proceeds of about $86.25M, following a proposed and then priced $75.0M raise. Q3 2025 results highlighted late‑stage programs and a cash position of $188.7M. Earlier, Annexon announced participation in investor conferences. Today’s inducement option grant fits into this backdrop of active capital raising and advancing late‑stage programs.

Market Pulse Summary

This announcement details a standard Nasdaq‑compliant inducement option grant of 19,000 shares with a 10‑year term and a market-based $4.91 exercise price, vesting over 4 years. It follows a period of active capital raising and advancing late‑stage programs. Investors may watch how ongoing financings, insider activity, and future clinical or regulatory milestones interact with equity-based compensation over time.

Key Terms

nasdaq listing rule 5635(c)(4) regulatory
"approved on December 10, 2025, in accordance with Nasdaq Listing Rule 5635(c)(4)."
NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

AI-generated analysis. Not financial advice.

BRISBANE, Calif., Dec. 16, 2025 (GLOBE NEWSWIRE) -- Annexon, Inc. (“Annexon”) (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 granted inducement to a new non-executive employee under the terms of the 2022 Employment Inducement Award Plan. The equity award was approved on December 10, 2025, in accordance with Nasdaq Listing Rule 5635(c)(4).

The new non-executive employee received an option to purchase 19,000 shares of Annexon common stock. The option carries a ten-year term and an exercise price per share equal to $4.91, which was the closing price of Annexon’s common stock on December 15, 2025, the date of grant, and vests over 4 years, with 25% of the shares underlying the options vesting on the first anniversary of the grant date and an additional 1/48th of the shares vesting monthly thereafter, subject to continued service through the applicable vesting dates.

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. To learn more visit annexonbio.com.

Investor Contact:

Joyce Allaire
LifeSci Advisors
jallaire@lifesciadvisors.com


FAQ

What did Annexon (ANNX) grant on December 15, 2025?

Annexon granted a non-executive employee an option to buy 19,000 shares with a $4.91 exercise price.

What is the term and exercise price of the Annexon (ANNX) inducement option?

The option has a 10-year term and an exercise price of $4.91 per share.

How does the Annexon (ANNX) option vest?

Vesting is over 4 years: 25% after one year, then monthly at 1/48th thereafter, subject to continued service.

Under what rule was the Annexon (ANNX) inducement approved?

The award was approved under Nasdaq Listing Rule 5635(c)(4) on December 10, 2025.

Which plan governs the Annexon (ANNX) inducement award?

The award was granted under the company’s 2022 Employment Inducement Award Plan.

What price was used to set the Annexon (ANNX) option exercise price?

The exercise price equals the company’s closing share price of $4.91 on December 15, 2025, the grant date.
Annexon, Inc.

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Biotechnology
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United States
BRISBANE