AN2 Therapeutics agrees to about $40 million private placement at $2.85 per share

AN2 Therapeutics, Inc. (Nasdaq: ANTX) agreed to sell shares and pre-funded warrants to institutional investors in a private placement that it expects to bring in gross proceeds of about $40 million. The company disclosed the deal in a Form 8-K filed March 10, 2026 under Item 1.01. It signed the securities purchase agreement on March 8, 2026, and closing is expected on March 10, 2026.

What is being sold

The purchase agreement covers two kinds of security. The first is 8,245,611 shares of common stock at $2.85 per share. The second is pre-funded warrants to buy up to 5,789,493 shares, priced at $2.84999 per warrant. A pre-funded warrant is a warrant the buyer pays for almost in full at purchase. Each one has an exercise price of $0.00001 per underlying share and can be exercised at any time until it is fully exercised. Investors who take them receive them in place of common stock.

The $40 million figure is before placement agent fees and other offering expenses. It does not include any cash the company may receive later if the pre-funded warrants are exercised.

Who arranged and who bought

Leerink Partners LLC is the exclusive placement agent. The company's press release, filed as Exhibit 99.1, says the placement includes participation from Coastlands Capital, Commodore Capital, Vivo Capital and other new and existing institutional investors. The purchase agreement names Coastlands Capital Partners LP as the lead investor. The filing names no law firm for either side.

The press release says the placement follows applicable Nasdaq rules and was priced to meet the Nasdaq "Minimum Price" requirement. The securities have not been registered under the Securities Act.

Lock-up and resale

The purchase agreement restricts the company for a period after closing. Without the lead investor's written consent, AN2 may not issue further common stock or equivalents, effect a reverse stock split, or make similar changes. The company also agreed to file a registration statement covering resale of the shares and the pre-funded warrant shares under a registration rights agreement.

The lock-up is a limit on the company's own ability to raise money on other terms during that period, which is why it matters to any later financing.

The company and what it does not disclose

The press release calls AN2 a clinical-stage biopharmaceutical company that develops small molecule drugs from its boron chemistry platform. It lists a pipeline for polycythemia vera, nontuberculous mycobacterial lung disease caused by M. abscessus, Chagas disease and melioidosis, plus early research on targets in oncology and infectious diseases. The 8-K and the release give no trial results, no net loss, no cash balance and no estimate of how long the proceeds would last.

Because neither document reports cash on hand before the placement, a reader cannot judge from them how much of the company's funding need the roughly $40 million covers. The company's Chief Legal Officer and Chief Operating Officer, Joshua Eizen, signed the 8-K, and the press release lists Chief Financial Officer Lucy O. Day as the company contact.

The 8-K also says the pre-funded warrants carry a beneficial ownership blocker at 9.99% of outstanding common stock. A holder can raise or lower that to a figure not above 19.99% on 61 days' notice. The securities were sold in reliance on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.

Dilution

The 8,245,611 shares and the pre-funded warrant shares would be added to the shares already outstanding. The 8-K does not give the share count before or after the placement, so the scale of the dilution is not stated in the filing. The $2.85 price is fixed by the agreement. What the company receives in cash on the pre-funded warrants depends on whether and when investors exercise them, and the 8-K does not say when that would happen.

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