AN2 Therapeutics sets up $80M ATM stock program

AN2 Therapeutics, Inc. entered an Open Market Sale Agreement with Jefferies that allows it to issue and sell, from time to time, up to $80 million of its common stock through at-the-market offerings under a Form S-3 shelf registration.

Rhea-AI Filing Summary

AN2 Therapeutics, Inc. entered an Open Market Sale Agreement with Jefferies that allows it to issue and sell, from time to time, up to $80 million of its common stock through at-the-market offerings under a Form S-3 shelf registration.

Jefferies will act as sales agent and receive a commission of up to 3.0% of gross proceeds. On the same date, AN2 terminated its prior TD Cowen at-the-market program, under which it had already sold 2,502,000 shares for aggregate proceeds of $20,016,251.

Insights

Capital markets analyst

AN2 adds a new $80M ATM facility while closing an older, smaller program.

AN2 Therapeutics established a new Open Market Sale Agreement with Jefferies, enabling at-the-market issuances of up to $80 million in common stock under an effective Form S-3 shelf. Jefferies will receive a commission of up to 3.0% of gross proceeds.

The company simultaneously terminated its prior TD Cowen at-the-market program after selling 2,502,000 shares for aggregate proceeds of $20,016,251. This shift consolidates its equity issuance channel with a single agent, while preserving flexibility to raise equity as needed over time.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

ATM capacity: $80 million Sales agent commission: 3.0% of gross proceeds Shares sold under prior ATM: 2,502,000 shares +1 more

4 metrics

ATM capacity $80 million Maximum aggregate offering amount under new Jefferies agreement

Sales agent commission 3.0% of gross proceeds Commission payable to Jefferies on stock sold

Shares sold under prior ATM 2,502,000 shares Total common shares sold via TD Cowen program before termination

Proceeds from prior ATM $20,016,251 Aggregate offering price achieved under TD Cowen agreement

Key Terms

Open Market Sale Agreement SM, at the market offering, Registration Statement on Form S-3, prospectus supplement, +1 more

5 terms

Open Market Sale Agreement SM financial

"Open Market Sale Agreement SM , dated April 9, 2026, by and between the Company and Jefferies."

at the market offering financial

"by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4)"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

Registration Statement on Form S-3 regulatory

"Sales of the shares, if any, will be made pursuant to a Registration Statement on Form S-3"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

prospectus supplement regulatory

"the base prospectus to be filed as part of such registration statement and a prospectus supplement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

indemnification rights legal

"The Company has also agreed to provide Jefferies with customary indemnification rights."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new equity program did AN2 Therapeutics (ANTX) establish with Jefferies?

AN2 Therapeutics entered an Open Market Sale Agreement with Jefferies, allowing it to sell up to $80 million of common stock in at-the-market offerings under a Form S-3 shelf registration, giving the company flexible access to equity capital over time.

How will Jefferies be compensated under AN2 Therapeutics’ new sales agreement?

Jefferies will act as sales agent and receive a commission of up to 3.0% of the gross proceeds from any AN2 Therapeutics common stock sales made under the Open Market Sale Agreement, aligning its compensation directly with executed transaction volume.

What happened to AN2 Therapeutics’ prior TD Cowen at-the-market program?

Effective April 9, 2026, AN2 Therapeutics terminated its prior TD Cowen Open Market Sale Agreement. Before termination, it had sold 2,502,000 shares of common stock, generating an aggregate offering price of $20,016,251 under that earlier at-the-market facility.

Under what regulatory framework will AN2 Therapeutics’ new stock sales occur?

The new sales will occur under a Form S-3 shelf registration, using a base prospectus and a prospectus supplement. Transactions will qualify as an “at the market offering” under Rule 415(a)(4), primarily through the Nasdaq Global Select Market or other existing trading venues.

Where can investors find the full terms of AN2 Therapeutics’ Jefferies agreement?

The complete Open Market Sale Agreement with Jefferies is filed as Exhibit 1.1 to the report. Investors can review that exhibit to see all terms, including mechanics of share sales, commission structure, termination provisions, and customary indemnification arrangements.

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

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Accepted by SEC EDGAR 04/09/2026 - 05:03 PM Learn about SEC filing dates

false 0001880438 0001880438 2026-04-09 2026-04-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 9, 2026

AN2 THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41331		82-0606654
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1300 El Camino Real, Suite 100

Menlo Park, California 94025

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 331-9090

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.00001 par value		ANTX		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On April 9, 2026, AN2 Therapeutics, Inc. (the “Company”) entered into an Open Market Sale Agreement^SM (the “Sales Agreement”) with Jefferies LLC (“Jefferies”), pursuant to which the Company may issue and sell from time to time, at its option, up to an aggregate of $80 million of shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), through Jefferies, acting as the Company’s sales agent. Sales of the shares, if any, will be made pursuant to a Registration Statement on Form S-3, the base prospectus to be filed as part of such registration statement and a prospectus supplement, by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including, without limitation, sales made directly on the Nasdaq Global Select Market or any other existing trading market for its Common Stock. Jefferies will use its commercially reasonable efforts to sell the shares from time to time, based upon its instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Jefferies a commission of up to 3.0% of the gross proceeds from the sale of the shares, if any. The Company has also agreed to provide Jefferies with customary indemnification rights. In accordance with the terms of the Sales Agreement, the offering of the shares will terminate upon the earliest of (a) the sale of all of the shares or (b) the termination of the Sales Agreement by either Jefferies or the Company upon ten days’ prior written notice.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Effective as of April 9, 2026, the Company terminated the Sales Agreement (the “TD Cowen Sales Agreement”), dated April 6, 2023, that the Company previously entered into with Cowen and Company, LLC, which was assigned to TD Securities (USA) LLC. Prior to the termination, the Company sold 2,502,000 shares of Common Stock having an aggregate offering price of $20,016,251 under the TD Cowen Sales Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Open Market Sale AgreementSM, dated April 9, 2026, by and between the Company and Jefferies.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 9, 2026						AN2 Therapeutics, Inc.
				By:		/s/ Joshua Eizen
						Joshua Eizen
						Chief Legal Officer and Chief Operating Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-1.1 EX-1.1 196.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB