UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2023
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from to |
Commission File Number 001-41331
AN2 Therapeutics, Inc.
(Exact name of Registrant as specified in its Charter)
Delaware | 82-0606654 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1800 El Camino Real, Suite D Menlo Park, California | 94027 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (650) 331-9090
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Common Stock |
| ANTX |
| The Nasdaq Global Select Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
|
|
|
| Emerging growth company |
| ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on the Nasdaq Global Select Market on June 30, 2023, was $108,668,174.
The number of shares of Registrant’s Common Stock outstanding as of March 22, 2024 was 29,770,375 shares of common stock, par value $0.00001, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive proxy statement for its 2024 annual meeting of stockholders are incorporated by reference in Item 5 of Part II and Items 10, 11, 12, 13 and 14 of Part III.
EXPLANATORY NOTE
AN2 Therapeutics, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Original Filing”), which was originally filed with the Securities and Exchange Commission on March 29, 2024, solely for the purpose of filing revised versions of Exhibits 31.1 and 31.2 filed with the Original Filing. Revised Exhibits 31.1 and 31.2 include the following certification language that was inadvertently omitted from such exhibits when originally filed: (i) the introductory language in paragraph 4 that refers to the certifying officer’s responsibility for establishing and maintaining internal control over financial reporting for the Company; and (ii) paragraph 4(b) regarding the design of internal control over financial reporting. This Amendment does not reflect events occurring after the date of the filing of the Original Filing or modify or update any of the other disclosures contained therein in any way. Accordingly, the Amendment should be read in conjunction with the Original Filing. This Amendment consists solely of the preceding cover page, this explanatory note, the signature page and the revised certifications filed as exhibits to this Amendment.
Exhibit Index
Incorporated by Reference | ||||||||||
Exhibit Number | Description | Form | File No. | Exhibit | Filing Date | |||||
31.1* | ||||||||||
31.2* | ||||||||||
101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | |||||||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document** | |||||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document** | |||||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document** | |||||||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document** | |||||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document** | |||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||
* Filed herewith.
** The cover page is formatted in Inline XBRL (Extensible Business Reporting Language).
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on May 14, 2024.
AN2 Therapeutics, Inc. | |||
| By: | /s/ Eric Easom | |
Eric Easom | |||
Chief Executive Officer and Director | |||
|
|
| (Principal Executive Officer) |
| By: | /s/ Lucy O. Day | |
Lucy O. Day | |||
Chief Financial Officer | |||
|
|
| (Principal Financial and Accounting Officer) |
