AN2 Therapeutics, Inc. Announces \$80 Million At-The-Market Offering Agreement with Jefferies LLC
MENLO PARK, CA — April 9, 2026: AN2 Therapeutics, Inc. (“the Company”) has entered into a significant Open Market Sale AgreementSM with Jefferies LLC (“Jefferies”), enabling the Company to offer and sell up to an aggregate of \$80 million worth of its common stock, par value \$0.00001 per share, through Jefferies acting as its sales agent. This development is likely to be highly relevant to investors and may impact the share price.
Key Points of the Agreement
- At-the-Market (ATM) Offering: The Company may sell shares from time to time, at its option, up to a maximum of \$80 million. Sales will be made pursuant to a Registration Statement on Form S-3, including a base prospectus and prospectus supplement, using methods that qualify as “at the market offerings” as defined under Rule 415(a)(4) of the Securities Act of 1933.
- Flexibility in Fundraising: The ATM structure allows AN2 Therapeutics to raise capital as needed, rather than through a single large offering. This can help manage dilution and market impact.
- Jefferies as Sales Agent: Jefferies LLC will act as the sales agent, placing shares in the market. There is no guarantee that Jefferies will be able to sell all the shares or that the Company will raise the full \$80 million.
- Use of Proceeds: While the specific use of proceeds is not detailed in this filing, ATM offerings generally provide companies with working capital and funding for ongoing operations, R&D, or other corporate purposes.
- Material Terms: The Sales Agreement is attached as an exhibit, and the Company confirms it has no other similar “at the market” agreements outstanding.
- Potential Market Impact: The availability of up to \$80 million in new shares could affect the share price due to potential dilution and increased supply in the market. However, the ATM’s flexibility gives the Company control over timing and volume, potentially mitigating negative impacts.
Important Information for Shareholders
- Emerging Growth Company Status: AN2 Therapeutics is classified as an “emerging growth company” under Section 2(a) of the Securities Act. This status allows the Company to take advantage of certain reduced disclosure requirements and extended transition periods for new or revised accounting standards.
- No Material Adverse Change: The Company represents that, except as disclosed, there has been no material adverse change in its business, financial position, or prospects since the latest audited financial statements.
- Compliance and Controls: AN2 Therapeutics confirms compliance with all material environmental, tax, and accounting laws. The Company maintains robust internal controls over financial reporting and disclosure, with no material weaknesses reported since the last audited fiscal year.
- NASDAQ Listing: The Company’s shares are listed on the NASDAQ Global Select Market under the trading symbol “ANTX.” The Company affirms compliance with all NASDAQ listing requirements and corporate governance standards.
- No Outstanding Loans or Related Party Transactions: Except as described in the Registration Statement and Prospectus, there are no outstanding loans or guarantees to officers, directors, or affiliates. No undisclosed related-party transactions exist.
- Forward-Looking Statements: The Company certifies that all forward-looking statements made in the Registration Statement and Prospectus are based on reasonable assumptions and disclosed in good faith.
- Sarbanes-Oxley Compliance: The Company and its officers/directors comply with all provisions of the Sarbanes-Oxley Act relevant to emerging growth companies.
Potential Share Price Sensitivity
- Potential Dilution: If the Company issues a significant number of shares under the ATM program, existing shareholders may experience dilution. The timing and amount of shares sold will be at the Company’s discretion and based on market conditions.
- Market Supply: The introduction of up to \$80 million of new shares to the market could impact supply-demand dynamics, potentially affecting share price.
- Strategic Flexibility: The ATM offering provides the Company with strategic flexibility to raise capital as needed for operations, expansion, or other corporate purposes, potentially strengthening its financial position and growth prospects.
Other Noteworthy Details
- Regulatory Compliance: The Company will file all required reports under the Exchange Act and the Securities Act. It will provide quarterly updates on the number of shares sold and net proceeds raised via Form 10-Q and Form 10-K filings.
- No Price Stabilization: The Company and its officers have not—and will not—engage in price stabilization or manipulation activities.
- No Other ATM Agreements: AN2 Therapeutics is not party to any other at-the-market sale agreements, ensuring that this program is the sole such mechanism for raising capital at this time.
- Comfort Letters and Certificates: The Company will provide necessary comfort letters and certificates to Jefferies at key dates, ensuring transparency and regulatory compliance.
Conclusion
This announcement is material and potentially price sensitive for AN2 Therapeutics shareholders. The ability to raise up to \$80 million through an at-the-market offering provides financial flexibility and may fund future growth, but also introduces the possibility of dilution and increased supply of shares. Investors should monitor the Company’s SEC filings for updates on shares sold and the use of proceeds.
Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review official SEC filings and consult with financial advisors before making any investment decisions. The information herein is based on the latest available filings from AN2 Therapeutics, Inc. and may be subject to change.
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