aibioAN2 Therapeutics swaps shares for pre-funded warrants in two Coastlands exchanges
Tickers ANTX
AN2 Therapeutics swapped 2,500,000 and 300,000 common shares for pre-funded warrants held by Coastlands Capital Partners LP on June 17 and June 19, 2025, and the 8-K reports no cash to the company from either exchange.
Key facts
- Company
- AN2 Therapeutics, Inc. (NASDAQ: ANTX)
- News type
- Financings
- Primary source
- AN2 Therapeutics, Inc. 8-K (2025-06-20)
AN2 Therapeutics, Inc. (Nasdaq: ANTX) reported in a Form 8-K dated June 17, 2025 and filed June 20, 2025 that it had exchanged common stock for pre-funded warrants with Coastlands Capital Partners LP in two separate transactions. On June 17, 2025, Coastlands exchanged 2,500,000 shares of common stock for a pre-funded warrant to acquire 2,500,000 shares. On June 19, 2025, it exchanged 300,000 shares for a pre-funded warrant to acquire 300,000 shares. Each exchange was made under its own exchange agreement between the company and Coastlands Capital.
The 8-K reports the exchanges under Item 3.02, which covers unregistered sales of equity securities. It reports no cash proceeds to the company from either exchange, and it gives no reason for them. The 8-K does not say whether the exchanged shares are retired. The holder keeps a right to receive the same number of shares later.
What a pre-funded warrant is
A pre-funded warrant lets an investor acquire common stock at a nominal price, which the filing puts at $0.00001 per underlying share. The warrants are exercisable at any time and do not expire until each is fully exercised. The number of shares issuable on exercise is subject to appropriate adjustment for stock dividends, splits, combinations, reclassifications and similar events, and for any distribution of assets, including cash, stock or other property, to stockholders.
The structure lets a holder keep an economic stake in the company without holding the shares themselves at that moment, subject to the cap described below.
The ownership cap
Each pre-funded warrant includes a beneficial ownership blocker. The holder may not exercise if the exercise would cause its shares, together with those of its affiliates and any persons whose holdings are aggregated under Section 13(d), to exceed 9.99% of the total outstanding common stock. The holder may raise or lower that percentage, up to 19.99%, effective on or after the 61st day after notice is delivered to the company. The cap limits how much of the company's stock the holder can own at one time, even while it holds warrants for more.
What the 8-K leaves out
The 8-K reports no cash raised, no price paid for the common shares, and no sale of new shares to the public. It names no underwriter, placement agent, financial adviser or counsel for either exchange, so no bank or advisor is named for this transaction. It also does not give Coastlands' total holding after the exchanges, which would show how close the holder sits to the cap.
The company
AN2 is a Delaware corporation with its principal executive offices at 1800 El Camino Real, Suite D, in Menlo Park, California. Its common stock has a par value of $0.00001 per share and trades on the Nasdaq Global Select Market under ANTX. The company checked the box for emerging growth company on the cover page. Its commission file number is 001-41331.
How the warrants were issued
The company issued the pre-funded warrants without registration, relying on the exemption in Section 3(a)(9) of the Securities Act of 1933. The form of pre-funded warrant is filed as Exhibit 4.1. Joshua Eizen, the company's chief legal officer and chief operating officer, signed the 8-K. The exchanges bring the company no cash, as reported, so they leave its funding position unchanged.
What comes next
The filing gives no date for any further exchange and no timetable for exercise of the warrants. Coastlands can exercise at any time, subject to the 9.99% cap, so any exercise would add common shares to the outstanding count and would appear in later filings.