AN2 Therapeutics, Inc. disclosure: Commodore Capital LP, Commodore Capital Master LP and related parties report beneficial ownership of 3,697,435 shares of Common Stock as of March 9, 2026. The total comprises 2,333,713 shares held and 1,363,722 shares issuable upon exercise of a Pre-Funded Warrant. The Pre-Funded Warrant is subject to a 9.99% Beneficial Ownership Limitation. Ownership percentages are calculated using 37,011,357 shares outstanding, derived from the issuer's reported counts as of November 3, 2025 and a private placement closed on or about March 10, 2026.
Positive
None.
Negative
None.
Insights
Commodore reports a sizable passive stake with a 9.99% cap.
Commodore Capital and affiliated entities report beneficial ownership of 3,697,435 shares as of March 9, 2026. The position includes 1,363,722 shares issuable on exercise of a Pre-Funded Warrant and is subject to a 9.99% beneficial ownership limitation.
The filing bases percentages on 37,011,357 shares outstanding, combining the issuer's reported outstanding shares as of November 3, 2025 and a private placement that closed on or about March 10, 2026. Subsequent disclosures will show whether the warrant exercises change reported percentages.
Structure shows manager-led investment control and shared dispositive power.
The Firm is identified as investment manager to Commodore Master; Michael Kramarz and Robert Egen Atkinson are named as managing partners exercising investment discretion. The filing lists shared voting and dispositive power of 3,697,435 shares across the filers.
Filing preserves the 9.99% Beneficial Ownership Limitation on the Pre-Funded Warrant; that qualifier is central to future reporting and any additional acquisitions that could trigger different disclosure obligations.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AN2 Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
(CUSIP Number)
03/09/2026
(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)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP No.
1
Names of Reporting Persons
Commodore Capital LP
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
0.00
6
Shared Voting Power
3,697,435.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,697,435.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,697,435.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
1
Names of Reporting Persons
Commodore Capital Master LP
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,697,435.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,697,435.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,697,435.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
1
Names of Reporting Persons
Robert Egen Atkinson
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
0.00
6
Shared Voting Power
3,697,435.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,697,435.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,697,435.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
CUSIP No.
1
Names of Reporting Persons
Michael Kramarz
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
0.00
6
Shared Voting Power
3,697,435.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,697,435.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,697,435.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
AN2 Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
1300 El Camino Real, Suite 100, Menlo Park, CALIFORNIA, 94025.
Item 2.
(a)
Name of person filing:
Name of the person filing
Commodore Capital LP
Commodore Capital Master LP
Robert Egen Atkinson
Michael Kramarz
Each a "Filer."
(b)
Address or principal business office or, if none, residence:
The address for Commodore Capital LP, Robert Egen Atkinson, and Michael Kramarz is 444 Madison Avenue, Floor 35, New York, NY 10022.
The address for Commodore Capital Master LP is c/o Maples Corporate Services Limited, Ugland House, South Church Street, PO Box 309, Grand Cayman KY1-1104, Cayman Islands.
(c)
Citizenship:
See Item 4 of the cover page for each Filer.
(d)
Title of class of securities:
Common Stock, par value $0.00001 per share
(e)
CUSIP No.:
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:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
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);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See Item 9 of the cover page for each Filer.
This report on Schedule 13G is being filed by Commodore Capital LP (the "Firm"), Commodore Capital Master LP ("Commodore Master"), Michael Kramarz, and Robert Egen Atkinson. The Firm is the investment manager to Commodore Master. As of March 9, 2026, the Firm may be deemed to beneficially own an aggregate of 3,697,435 shares Common Stock, $0.00001 par value (the "Common Stock"), consisting of (i) 2,333,713 shares of Common Stock (ii) 1,363,722 shares of Common Stock each Filer has the right to acquire through the exercise of a Pre-Funded Warrant (the "Pre-Funded Warrant") of AN2 Therapeutics, Inc. (the "Issuer"). The Pre-Funded Warrant is subject to a beneficial ownership limitation of 9.99% (the "Beneficial Ownership Limitation"). The foregoing excludes 916,987 shares of Common Stock underlying the Pre-Funded Warrant, which is subject to the Beneficial Ownership Limitation. The Firm, as the investment manager to Commodore Master, may be deemed to beneficially own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion with respect to these securities. Ownership percentages are based on 37,011,357 shares of Common Stock outstanding, which is the sum of (i) 27,402,024 shares of Common Stock outstanding as of November 3, 2025, as reported in the issuer's Form 10-Q filed with the SEC on November 12, 2025, (ii) 8,245,611 shares of Common Stock issued in connection with a private placement that closed on or about March 10, 2026, as reported in the issuer's Form 8-K filed with the SEC on March 10, 2026, and (iii) 1,363,722 shares of Common Stock of which the Filers may acquire upon the exercise of the Pre-Funded Warrant.
(b)
Percent of class:
See item 11 of the cover page for each Filer.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See item 5 of the cover page for each Filer.
(ii) Shared power to vote or to direct the vote:
See item 6 of the cover page for each Filer.
(iii) Sole power to dispose or to direct the disposition of:
See item 7 of the cover page for each Filer.
(iv) Shared power to dispose or to direct the disposition of:
See item 8 of the cover page for each Filer.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 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
Item 10.
Certifications:
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.
How many ANTX shares does Commodore Capital report owning?
Commodore Capital reports beneficial ownership of 3,697,435 shares as of March 9, 2026. This total includes 2,333,713 shares held and 1,363,722 shares issuable upon exercise of a Pre-Funded Warrant.
What is the Beneficial Ownership Limitation mentioned in the filing?
The Pre-Funded Warrant is subject to a 9.99% Beneficial Ownership Limitation. The filing states this cap limits the exercise-related beneficial ownership to under 9.99% of the class.
On what share count is Commodore's percentage ownership based?
Percentage ownership is calculated using 37,011,357 shares outstanding, which combines the issuer's 27,402,024 shares reported as of November 3, 2025 and 8,245,611 shares issued in a private placement closed on or about March 10, 2026, plus warrant shares.
Who are the individual filers named alongside Commodore Capital?
The filing names Michael Kramarz and Robert Egen Atkinson as managing partners of the Firm; both are identified as exercising investment discretion over the reported securities.
Does the filing indicate whether Commodore has sole voting power over these shares?
The cover-page details show zero sole voting power and shared voting power of 3,697,435 shares, indicating shared voting and dispositive control across the filers rather than sole authority.
