Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
15 February 2024 - 7:45AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ANNEXON, INC.
(Name of Issuer)
Common Stock, Par Value $0.001
(Title of Class of Securities)
03589W102
(CUSIP Number)
December 31, 2023
(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)
x
Rule 13d-1(c)
¨
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).
| |
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|
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| 1. |
|
Names
of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
Fairmount Funds Management LLC
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| 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
Delaware
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
5. |
|
Sole
Voting Power
0
|
| |
6. |
|
Shared
Voting Power
322,893(1)
|
| |
7. |
|
Sole
Dispositive Power
0
|
| |
8. |
|
Shared
Dispositive Power
322,893(1) |
| 9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
322,893(1)
|
| 10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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| 11. |
|
Percent
of Class Represented by Amount in Row (9)
0.4%(2)
|
| 12. |
|
Type
of Reporting Person (See Instructions)
IA
|
| (1) | The shares reported herein for the Reporting Person represent 322,893
shares of the Issuer’s Common Stock issuable upon the exercise of common warrants (“Common
Warrants”) held by Fairmount Healthcare Fund II LP. |
| (2) | The number of shares outstanding for purposes of this percentage
calculation assumes 78,338,098 shares of the Issuer’s Common Stock outstanding as disclosed
in the prospectus (Form 424B5) filed by the Issuer with the Securities and Exchange
Commission on December 21, 2023. |
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| 1. |
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Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
Peter Harwin
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| 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
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
5. |
|
Sole Voting Power
0
|
| |
6. |
|
Shared Voting Power
322,893(1)
|
| |
7. |
|
Sole Dispositive Power
0
|
| |
8. |
|
Shared Dispositive Power
322,893(1) |
| 9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
322,893(1)
|
| 10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
|
Percent of Class Represented by Amount in Row (9)
0.4%(2)
|
| 12. |
|
Type of Reporting Person (See Instructions)
HC, IN
|
| (1) | The shares reported herein for the Reporting Person represent 322,893
shares of the Issuer’s Common Stock issuable upon the exercise of common warrants (“Common
Warrants”) held by Fairmount Healthcare Fund II LP. |
| (2) | The number of shares outstanding for purposes of this percentage
calculation assumes 78,338,098 shares of the Issuer’s Common Stock outstanding as disclosed
in the prospectus (Form 424B5) filed by the Issuer with the Securities and Exchange
Commission on December 21, 2023. |
| |
|
|
|
|
|
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| 1. |
|
Names
of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
Tomas Kiselak
|
| 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
Slovak Republic
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
5. |
|
Sole
Voting Power
0
|
| |
6. |
|
Shared
Voting Power
322,893(1)
|
| |
7. |
|
Sole
Dispositive Power
0
|
| |
8. |
|
Shared
Dispositive Power
322,893(1) |
| 9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
322,893(1)
|
| 10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
|
Percent
of Class Represented by Amount in Row (9)
0.4%(2)
|
| 12. |
|
Type
of Reporting Person (See Instructions)
HC, IN
|
| (1) | The shares reported herein for the Reporting Person represent 322,893
shares of the Issuer’s Common Stock issuable upon the exercise of common warrants (“Common
Warrants”) held by Fairmount Healthcare Fund II LP. |
| (2) | The number of shares outstanding for purposes of this percentage
calculation assumes 78,338,098 shares of the Issuer’s Common Stock outstanding as disclosed
in the prospectus (Form 424B5) filed by the Issuer with the Securities and Exchange
Commission on December 21, 2023. |
| |
|
|
|
|
|
|
| 1. |
|
Names
of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
Fairmount Healthcare Fund II L.P.
|
| 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
Delaware
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
5. |
|
Sole
Voting Power
0
|
| |
6. |
|
Shared
Voting Power
322,893(1)
|
| |
7. |
|
Sole
Dispositive Power
0
|
| |
8. |
|
Shared
Dispositive Power
322,893(1) |
| 9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
322,893(1)
|
| 10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11. |
|
Percent
of Class Represented by Amount in Row (9)
0.4%(2)
|
| 12. |
|
Type
of Reporting Person (See Instructions)
PN
|
| (1) | The shares reported herein for the Reporting Person represent 322,893
shares of the Issuer’s Common Warrants. |
| (2) | The number of shares outstanding for purposes of this percentage
calculation assumes 78,338,098 shares of the Issuer’s Common Stock outstanding as disclosed
in the prospectus (Form 424B5) filed by the Issuer with the Securities and Exchange
Commission on December 21, 2023. |
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(a) |
Name of
Issuer: Annexon, Inc. |
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(b) |
Address
of Issuer’s Principal Executive Offices: 1400 Sierra Point Parkway, Bldg C, Suite 200, Brisbane, CA 94005. |
Item 2.
This Amendment No. 2 to Schedule 13G amends and restates
the statements on Schedule 13G originally filed on April 21, 2022 and Amendment No. 1 on February 14, 2023. |
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(a) |
Name
of Person(s) Filing: This joint statement on Schedule 13G is being filed
by Fairmount Funds Management LLC (“Fairmount”), Peter Harwin, Tomas Kiselak,
and Fairmount Healthcare Fund II L.P. (“Fund II”). Fairmount, Mr. Harwin,
Mr. Kiselak, and Fund II are collectively referred to herein as the “Reporting
Persons.”
The shares reported herein includes Common Warrants beneficially
owned directly by Fund II. Fairmount Healthcare Fund II GP LLC is the general partner of Fund II. The controlling persons of Fairmount
are Mr. Harwin and Mr. Kiselak. Fairmount serves as investment adviser for Fund II and may be deemed a beneficial owner,
for purposes of Section 13(d) of the Act, of any securities of the Issuer held by Fund II. Fund II has delegated to Fairmount
the sole power to vote and the sole power to dispose of all securities held in Fund II’s portfolio, including the shares of
the Issuer reported herein. Because Fund II has divested voting and investment power over the reported securities and cannot revoke
such delegation on less than 61 days’ notice, Fund II disclaims beneficial ownership of the securities for purposes of Section 13(d) of
the Act and therefore disclaims any obligation to report ownership of the reported securities under Section 13(d) of the
Act. As managing members of Fairmount, Mr. Harwin and Mr. Kiselak may be deemed beneficial owners, for purposes of Section 13(d) of
the Act, of any securities of the Issuer beneficially owned by Fairmount. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim
beneficial ownership of the securities reported in this Schedule 13G Statement (the “Statement”) other than for the purpose
of determining their obligations under Section 13(d) of the Act, and the filing of the Statement shall not be deemed an
admission that any of Fairmount, Mr. Harwin, or Mr. Kiselak is the beneficial owner of such securities for any other purpose. |
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(b) |
Address
of Principal Business Office: The principal business office of the Reporting Persons is c/o Fairmount Funds Management
LLC, 200 Barr Harbor Drive, Suite 400, West Conshohocken, PA 19428. |
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(c) |
Citizenship:
Fairmount is a Delaware limited liability company. Mr. Harwin is a United
States citizen. Mr. Kiselak is a Slovak Republic citizen.
|
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(d) |
Title
of Class of Securities: Common stock, Par Value $0.001 (“Common Stock”)
|
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(e) |
CUSIP
Number: 03589W102
|
| 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: |
Not applicable.
| (a) |
|
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Broker or
dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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| (b) |
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Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c); |
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| (c) |
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Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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| (d) |
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Investment company registered
under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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| (e) |
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An investment adviser
in accordance with §240.13d-1(b)(1)(ii)(E); |
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| (f) |
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An employee benefit
plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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| (g) |
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A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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| (h) |
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A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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| (i) |
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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); |
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| (j) |
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A non-U.S. institution
in accordance with §240.13d-1(b)(1)(ii)(J); |
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| (k) |
|
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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: _______________. |
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
| (a) |
Amount Beneficially Owned: |
Fund II holds 322,893 Common Warrants with the right to acquire 322,893
shares of Common Stock. The terms of the Common Warrants provide that no holder of the Common Warrants shall be entitled to exercise
any portion of the Common Warrants held by such holder, if, upon giving effect to such exercise, the holder (together with its affiliates
and attribution parties) would beneficially own more than 9.99% of the Common Stock outstanding immediately after giving effect to the
exercise.
| (b) | Percent of Class: |
| | See the response(s) to Item 11 on the attached cover page(s). |
| (c) | Number of shares as to which such person
has: |
| (i) | sole power to vote or to direct
the vote: |
| | | See the response(s) to Item 5 on the attached
cover page(s). |
| (ii) | shared power to vote or to
direct the vote |
| | | See the response(s) to Item 6 on the attached
cover page(s). |
| (iii) | sole power to dispose or
to direct the disposition of |
| | | See the response(s) to Item 7 on the attached
cover page(s). |
| (iv) | shared power to dispose or
to direct the disposition of |
| | | See the response(s) to Item 8 on the attached
cover page(s). |
| Item 5. |
Ownership of Five 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 five percent of the class of securities, check the following x.
| Item 6. |
Ownership of More than Five 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 Group |
Not applicable.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
Dated: February14, 2024
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FAIRMOUNT FUNDS MANAGEMENT LLC |
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|
|
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By: |
|
/s/
Peter Harwin |
/s/Tomas
Kiselak
|
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Name: |
|
Peter Harwin |
Tomas Kiselak |
| |
Title: |
|
Managing Member |
Managing Member |
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PETER HARWIN |
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|
|
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By: |
|
/s/
Peter Harwin |
|
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TOMAS KISELAK |
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|
|
| |
By: |
|
/s/Tomas
Kiselak |
|
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FAIRMOUNT HEALTHCARE FUND II L.P.
By: Fairmount Healthcare Fund II GP LLC |
| |
|
|
| |
By: |
|
/s/
Peter Harwin |
/s/Tomas
Kiselak
|
| |
Name: |
|
Peter Harwin |
Tomas Kiselak |
| |
Title: |
|
Member |
Member |
Exhibit A
Joint Filing Agreement
In
accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned and each other person
executing this joint filing agreement (this “Agreement”) agree as follows:
(i) The undersigned and each other person
executing this Agreement are individually eligible to use the Schedule 13G to which this Exhibit is attached and such Schedule 13G
is filed on behalf of the undersigned and each other person executing this Agreement; and
(ii) The undersigned and each other person
executing this Agreement are responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness
and accuracy of the information concerning such person contained therein; but none of the undersigned or any other person executing this
Agreement is responsible for the completeness or accuracy of the information statement concerning any other persons making the filing,
unless such person knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
Dated: February 14, 2024
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FAIRMOUNT FUNDS MANAGEMENT LLC |
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|
|
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By: |
|
/s/
Peter Harwin |
/s/Tomas
Kiselak
|
| |
Name: |
|
Peter Harwin |
Tomas Kiselak |
| |
Title: |
|
Managing Member |
Managing Member |
| |
PETER HARWIN |
| |
|
|
| |
By: |
|
/s/
Peter Harwin |
|
| |
TOMAS KISELAK |
| |
|
|
| |
By: |
|
/s/Tomas
Kiselak |
|
| |
FAIRMOUNT HEALTHCARE FUND II L.P.
By: Fairmount Healthcare Fund II GP LLC |
| |
|
|
| |
By: |
|
/s/
Peter Harwin |
/s/Tomas
Kiselak
|
| |
Name: |
|
Peter Harwin |
Tomas Kiselak |
| |
Title: |
|
Member |
Member |
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