AN2 Therapeutics, Inc. 8-K

What Happened
AN2 Therapeutics, Inc. announced on April 9, 2026 that it entered into an Open Market Sale AgreementSM with Jefferies LLC under which the company may sell, at its option, up to $80 million of its common stock through Jefferies as sales agent. The sales would be made as an “at‑the‑market” offering under the company’s Form S-3 registration, including sales on Nasdaq or other trading markets. Effective the same date, AN2 terminated its prior sales agreement (the TD Cowen Sales Agreement), under which it had previously sold shares.

Key Details

• Offering size: up to $80,000,000 of common stock available for sale on a continuous/at‑the‑market basis.
• Sales agent: Jefferies LLC will act as sales agent and will use commercially reasonable efforts to sell shares per the company’s instructions.
• Fees & terms: Jefferies may receive a commission of up to 3.0% of gross proceeds; the agreement includes customary indemnification provisions.
• Prior agreement terminated: the TD Cowen Sales Agreement was terminated effective April 9, 2026; prior to termination AN2 sold 2,502,000 shares for aggregate proceeds of $20,016,251.

Why It Matters
This filing gives AN2 a flexible way to raise capital over time by selling shares into the market as needed, rather than issuing a fixed block of stock at once. The arrangement can provide liquidity for operations, R&D, or other corporate needs, while commissions and potential dilution are explicit costs investors should consider. The termination of the prior TD Cowen agreement consolidates the company’s at‑the‑market sales under Jefferies going forward.