AN2 Therapeutics prices $40M private placement

AN2 Therapeutics, Inc. entered into a securities purchase agreement for a private placement expected to raise approximately $40 million in gross proceeds.

Rhea-AI Filing Summary

AN2 Therapeutics, Inc. entered into a securities purchase agreement for a private placement expected to raise approximately $40 million in gross proceeds. The company is selling 8,245,611 shares of common stock at $2.85 per share and pre-funded warrants to purchase up to 5,789,493 shares at $2.84999 per warrant.

Each pre-funded warrant carries a nominal exercise price of $0.00001 per share, is exercisable immediately and remains outstanding until fully exercised, subject to a beneficial ownership cap starting at 9.99%, adjustable up to 19.99% after 61 days upon notice. The private placement is expected to close on March 10, 2026, with customary conditions.

AN2 agreed to file a resale registration statement covering the new shares and warrant shares within 30 days after closing and to use reasonable best efforts to have it declared effective within agreed timeframes. The company also agreed to temporary restrictions on issuing additional equity or equivalents until the registration is effective or 60 days after closing, whichever comes first.

Insights

Biotech equity financing analyst

AN2 secures ~$40M via discounted equity and pre-funded warrants, adding cash but increasing potential dilution.

AN2 Therapeutics arranged a private placement expected to generate about $40 million in gross proceeds through $2.85 common stock and near-par pre-funded warrants. For a clinical-stage biopharma, this type of financing directly supports ongoing R&D and trial activity, but expands the future share count.

The deal issues 8,245,611 new shares plus pre-funded warrants for up to 5,789,493 additional shares, all priced to meet Nasdaq’s “Minimum Price” requirement. The warrants are immediately exercisable at a token exercise price and contain a 9.99% beneficial ownership limit, adjustable up to 19.99% after a 61-day notice period, which staggers how quickly large holders can increase ownership.

AN2 committed to file a resale registration statement within 30 days after the expected March 10, 2026 closing and to restrict additional equity issuance until that statement is effective or 60 days post-closing. Future disclosures in subsequent filings will show how much of the warrant overhang converts into actual shares and how the added capital affects clinical and corporate milestones.

8-K Event Classification

4 items: 1.01, 3.02, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

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

What did AN2 Therapeutics (ANTX) announce in this 8-K filing?

AN2 Therapeutics announced a private placement financing expected to generate approximately $40 million in gross proceeds. The company will issue new common shares and pre-funded warrants to institutional investors, with closing expected on March 10, 2026, subject to customary conditions.

How many AN2 Therapeutics shares are being sold and at what price?

AN2 Therapeutics is selling 8,245,611 shares of common stock at $2.85 per share. In addition, it is issuing pre-funded warrants to purchase up to 5,789,493 shares of common stock, priced at $2.84999 per pre-funded warrant in the same private placement.

What are the key terms of AN2 Therapeutics’ pre-funded warrants?

The pre-funded warrants allow holders to buy AN2 common stock at an exercise price of $0.00001 per share. They are exercisable immediately and remain outstanding until fully exercised, subject to a beneficial ownership blocker initially set at 9.99% of outstanding common shares.

When is AN2 Therapeutics’ private placement expected to close?

The private placement by AN2 Therapeutics is expected to close on March 10, 2026. Closing is subject to satisfaction of customary conditions agreed in the securities purchase agreement between the company and the participating institutional investors.

Will AN2 Therapeutics register the resale of the new securities?

Yes. AN2 Therapeutics agreed to file a resale registration statement with the SEC within 30 days after closing. This will cover the shares issued in the private placement and the shares issuable upon exercise of the pre-funded warrants, enabling potential resales by participating investors.

Are there restrictions on AN2 Therapeutics issuing additional equity after this deal?

AN2 Therapeutics agreed not to issue additional common stock or equivalents, subject to exceptions, until the earlier of the business day after the resale registration statement becomes effective or 60 days after the private placement closing, limiting near-term additional equity issuance.

Which investors are participating in AN2 Therapeutics’ private placement?

The private placement includes participation from Coastlands Capital, Commodore Capital, Vivo Capital and other new and existing institutional investors. Leerink Partners is acting as the exclusive placement agent for this financing transaction.

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

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Accepted by SEC EDGAR 03/09/2026 - 09:43 PM Learn about SEC filing dates

false 0001880438 0001880438 2026-03-08 2026-03-08

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): March 8, 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 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On March 8, 2026, AN2 Therapeutics, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”). The Purchase Agreement provides for the sale and issuance by the Company of an aggregate of: (i) 8,245,611 shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) and (ii) pre-funded warrants to purchase up to an aggregate of 5,789,493 shares of Common Stock (the “Pre-Funded Warrants,” and, together with the Shares, the “Securities”) (collectively, the “Private Placement”). The price per Share is $2.85, and the price per Pre-Funded Warrant is $2.84999. The closing of the Private Placement is expected to occur on March 10, 2026 (the “Closing”).

The Pre-Funded Warrants have an exercise price of $0.00001 per underlying share of Common Stock, exercisable at any time until each is fully exercised, and will not expire until each is fully exercised, subject to the ownership limitations described below. The number of shares of Common Stock issuable upon exercise of each Pre-Funded Warrant is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock, as well as upon any distribution of assets, including cash, stock or other property, to the Company’s stockholders. The Pre-Funded Warrants include a beneficial ownership blocker that provides that the holder may not exercise (nor may the Company allow the exercise) if upon giving effect to such exercise, it would cause the aggregate number of shares of Common Stock beneficially owned by the holder (together with affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to exceed 9.99% of the total number of then issued and outstanding shares of Common Stock as determined in accordance with the terms of each Pre-Funded Warrant; provided that the Pre-Funded Warrant holder may increase or decrease such percentage to a percentage not in excess of 19.99% (to the extent required by Nasdaq Marketplace Rule 5635(b)) effective on or after the 61st day after notice of such increase or decrease is delivered to the Company.

The aggregate gross proceeds to the Company from the Private Placement are expected to be approximately $40 million, before deducting the placement agent’s fees and other offering expenses and excluding any proceeds the Company may receive upon exercise of the Pre-Funded Warrants.

Pursuant to the Purchase Agreement, the Company has agreed not to issue any shares of Common Stock or Common Stock equivalents, subject to certain exceptions, until the earlier of (i) the business day immediately following the date the Registration Statement (defined below) is declared effective by the Securities and Exchange Commission (the “SEC”) and (ii) 60 days after the Closing.

The Purchase Agreement also contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions.

The foregoing summaries of the Private Placement, the Securities issued in connection therewith and the Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the definitive transaction documents. Copies of the forms of the Pre-Funded Warrant and the Purchase Agreement are attached hereto as Exhibits 4.1 and 10.1, respectively, and are incorporated herein by reference.

Registration Rights Agreement

In connection with the Private Placement, the Company agreed to enter into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers at the Closing in the form attached to the Purchase Agreement. Pursuant to the Registration Rights Agreement, among other things, the Company will file a resale registration statement (the “Registration Statement”) with the SEC no later than 30 days after the Closing to register the resale of the Shares and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants. The Company will use its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC within certain timeframes set forth in the Registration Rights Agreement. The Company will also, among other things, indemnify the Purchasers, their members, directors, officers, partners, employees, managers, agents, representatives and advisors from certain liabilities and to pay registration and filing fee expenses incurred in connection with registrations pursuant to the Registration Rights Agreement.

The foregoing summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the definitive transaction documents. A copy of the form of the Registration Rights Agreement is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

To the extent required by Item 3.02 of Form 8-K, the information regarding the Private Placement set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The offer and sale of the Securities and the shares of Common Stock underlying the Pre-Funded Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Company issued the Securities in reliance on exemptions from registration provided for under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

Item 7.01 Regulation FD Disclosure.

On March 9, 2026, the Company issued a press release announcing the Private Placement, a copy of which is attached as Exhibit 99.1 hereto.

The information contained in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Form of Pre-Funded Warrant.
10.1		Securities Purchase Agreement, dated March 8, 2026, by and among the Company and the Purchasers.
10.2		Form of Registration Rights Agreement.
99.1		Press Release, dated March 9, 2026.
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.

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

Exhibit 99.1

AN2 Therapeutics Announces $40 Million Private Placement Financing

MENLO PARK, Calif.—(BUSINESS WIRE)—AN2 Therapeutics, Inc. (Nasdaq: ANTX), a clinical-stage biopharmaceutical company developing novel small molecule therapeutics derived from its boron chemistry platform, today announced that it has entered into a securities purchase agreement for a private placement that is expected to result in gross proceeds of approximately $40 million, before deducting placement agent fees and other expenses. The private placement includes participation from Coastlands Capital, Commodore Capital, Vivo Capital and other new and existing institutional investors.

In the private placement, AN2 Therapeutics is selling 8,245,611 shares of common stock at a price of $2.85 per share and, in lieu of common stock to investors who so choose, pre-funded warrants to purchase up to 5,789,493 shares of common stock at a price of $2.84999 per pre-funded warrant. Each pre-funded warrant will have an exercise price of $0.00001 per share of common stock, will be exercisable immediately and will be exercisable until exercised in full, subject to ownership limitations. The private placement is expected to close on March 10, 2026, subject to the satisfaction of customary closing conditions. The private placement is being conducted in accordance with applicable Nasdaq rules and was priced to satisfy the “Minimum Price” requirement (as defined in the Nasdaq rules).

Leerink Partners is acting as exclusive placement agent for the private placement.

The securities sold in this private placement have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements. AN2 Therapeutics has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the shares of common stock to be issued in the private placement and the shares of common stock issuable upon exercise of the pre-funded warrants to be issued in the private placement.

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

About AN2 Therapeutics, Inc.

AN2 Therapeutics, Inc. is a biopharmaceutical company focused on discovering and developing novel small molecule therapeutics derived from its boron chemistry platform. AN2 has a pipeline of boron-based compounds in development for polycythemia vera, nontuberculous mycobacterial (NTM) lung disease caused by M. abscessus, Chagas disease, and melioidosis, along with advanced research programs focused on targets in oncology and infectious diseases. The Company is committed to delivering high-impact drugs to patients that address critical unmet needs and improve health outcomes.

Contacts

AN2 COMPANY CONTACT:

Lucy O. Day

Chief Financial Officer

l.day@an2therapeutics.com

INVESTOR AND MEDIA CONTACT:

Anne Bowdidge

ir@an2therapeutics.com

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EX-99.1 5.6 KB

Agreements & Contracts

• EX-10.1 EX-10.1 181.7 KB
• EX-10.2 EX-10.2 90.2 KB

Other Documents

• EX-4.1 EX-4.1 81.4 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 11.5 KB