AN2 Therapeutics sets up $80,000,000 share sales program with Jefferies

AN2 Therapeutics, Inc. (Nasdaq: ANTX) filed a prospectus supplement dated April 20, 2026 for the sale of up to $80,000,000 of its common stock. The supplement sits under a Form S-3 shelf registration, Registration No. 333-294956, that covers up to $300,000,000 of securities. The shares may be sold from time to time through Jefferies LLC, acting as sales agent or principal, under the open market sale agreement the company signed with Jefferies on April 9, 2026. The last reported sale price on April 17, 2026 was $3.61 per share.

The company says sales may be made as at-the-market offerings at prevailing prices. Jefferies is not required to sell any specific number or dollar amount of securities. It will use commercially reasonable efforts, and no funds will be held in escrow or any similar arrangement.

Commission, banks and counsel

Jefferies is paid up to 3.0% of the gross proceeds of any shares sold. The supplement says Jefferies will be deemed an underwriter under the Securities Act, and that its compensation will be deemed underwriting commissions or discounts. AN2 has agreed to indemnify Jefferies against certain civil liabilities, including liabilities under the Securities Act, and to contribute to payments Jefferies may be required to make. Either side may end the agreement on ten days' prior written notice. Jefferies and its affiliates have provided financial services to AN2 and received customary fees.

Latham & Watkins LLP will pass upon the validity of the shares, and Davis Polk & Wardwell LLP of Redwood City, California represents Jefferies. Jefferies is the only agent named, and no other placement agent or financial adviser appears.

Dilution

At December 31, 2025 the company had historical net tangible book value of $53.1 million, or $1.94 per share, on 27,413,171 shares outstanding. The supplement assumes a sale of 22,160,664 shares at $3.61 per share for aggregate gross proceeds of $80,000,000. On that assumption, as adjusted net tangible book value would be $130.5 million, or $2.63 per share, an increase of $0.69 per share for existing holders and immediate dilution of $0.98 per share for new investors.

The price matters. A $1.00 increase in the sale price would raise dilution per share for new investors to $1.70, and a $1.00 decrease would cut it to $0.36. The company had 35,949,314 shares outstanding as of March 31, 2026.

The share count excludes options on 5,466,222 shares at a weighted-average exercise price of $6.56, restricted stock units covering 856,160 shares and pre-funded warrants for 2,952,000 shares at $0.00001. After December 31, 2025, AN2 also sold in a private placement 8,245,611 shares at $2.85 per share and pre-funded warrants for up to 5,789,493 shares at $2.84999 per warrant, for aggregate gross proceeds of approximately $40 million.

Use of proceeds

AN2 intends to use net proceeds primarily to fund research and development of its product candidates and for working capital and general corporate purposes. There is no minimum offering amount, so actual proceeds are not determinable, and the company says there can be no assurance it will sell any shares or fully use the agreement as a source of financing. Management will have broad discretion over the money.

The company's recent finances

AN2 describes itself as a clinical stage biopharmaceutical company developing small-molecule therapeutics from its boron chemistry platform. The annual report for 2025, filed March 17, 2026, reports a net loss of $35.2 million for 2025, down from $51.3 million in 2024. Research and development expense fell to $24.8 million from $40.5 million. Cash used in operations was $29.8 million in 2025, compared with $49.3 million in 2024. At the end of 2024 the company held $21.4 million in cash and cash equivalents and $62.3 million in short-term investments. The supplement states no cash balance for the end of 2025.

What comes next

The supplement sets no minimum sale, no schedule and no price floor. Any sales under the program would appear in later filings.

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