Amendment: SEC Form SCHEDULE 13D/A filed by Annexon Inc.
$ANNX
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Annexon, Inc. (Name of Issuer) |
Common Stock, par value $0.001 (Title of Class of Securities) |
03589W102 (CUSIP Number) |
Muneer A. Satter c/o Alerce Investment Management, L.P., 676 N. Michigan Avenue, Suite 4000 Chicago, IL, 60611 312-448-5500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/19/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. | 03589W102 |
| 1 |
Name of reporting person
Satter Muneer A | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
10,444,134.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
7.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 | |
| (b) | Name of Issuer:
Annexon, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
c/o Alerce Investment Management, L.P., 676 N. Michigan Avenue, Suite 4000, Chicago,
ILLINOIS
, 60611. | |
Item 1 Comment:
This Amendment No. 2 ("Amendment No. 2") amends and supplements the statement on Schedule 13D filed on July 18, 2022 (the "Original Filing") by Muneer A. Satter with respect to the common stock, par value $0.001 per share (the "Common Stock"), of Annexon, Inc. (the "Company"), as previously amended by Amendment No. 1 on February 17, 2023. The Original Filing as previously amended remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 2. Capitalized terms used and not defined in this Amendment No. 2 have the meanings set forth in the Original Filing as previously amended. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended by the addition of the following:
From November 17th through 21st, 2025, Alerce Medical purchased 2,322,613 shares of Common Stock on Nasdaq for an average price (excluding commissions) of $3.73 per share, in cash, for total consideration of approximately $8.7 million, as further detailed in Item 5(c). The source of funds for the acquisition of shares in the offering was working capital of Alerce Medical drawn from capital committed by some or all of its limited partners. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is amended and restated as follows:
See Items 11 and 13 of the cover pages.
The aggregate percentage of Common Stock beneficially owned by Mr. Satter is based upon 145,261,154 shares outstanding, including 144,545,657 shares outstanding as disclosed by the Issuer on November 13, 2025 in a Prospectus Supplement filed with the SEC pursuant to Rule 424(b)(5), 613,497 shares of Common Stock that may be acquired upon the exercise of Common Warrants held by Alerce Medical, and 102,000 shares of Common Stock that may be acquired within 60 days of the date hereof pursuant to the exercise of stock options held by Mr. Satter. | |
| (b) | Item 5(b) is amended and restated as follows:
See Items 7, 8, 9 and 10 of the cover pages. | |
| (c) | Item 5(c) is amended by the addition of the following tabular presentation of daily purchases of shares of Common Stock made for cash on the Nasdaq; in each case the daily average price is reported.
November 17, 2025: 500,000 shares $2.99
November 18, 2025: 500,000 shares $3.18
November 19, 2025: 500,000 shares $3.94
November 20, 2025: 400,000 shares $4.48
November 21, 2025: 422,613 shares $4.28 | |
| 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.
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