AN2 Therapeutics, Inc. (Nasdaq: ANTX), a biopharmaceutical company specializing in novel small molecule therapeutics from its boron chemistry platform, has announced the adoption of a limited-duration stockholder rights plan. This plan is set to expire on August 15, 2025.
The decision follows the disclosure that BML Investment Partners, L.P. (BML) has acquired 19.3% of AN2’s common stock, as reported in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission (SEC) on August 14, 2024. To safeguard the interests of all stockholders and ensure the Board of Directors can effectively fulfill its fiduciary duties, the company has implemented this rights plan. The plan aims to protect against opportunistic acquisitions and other tactics that might seek to gain control without offering all stockholders a full premium for their shares.
Under the plan, stockholders of record as of August 29, 2024, will receive one preferred stock purchase right for each share of common stock. Each right will allow stockholders to purchase one one-thousandth of a share of newly-created Series A Junior Participating Preferred Stock at an exercise price of $6.50. The Board of Directors can redeem these rights for $0.01 per right before any person or group acquires 20% or more of the outstanding common stock. The rights will expire on August 15, 2025, unless extended, redeemed, or terminated earlier by the company.
If an individual or group acquires 20% or more of the company’s common stock or announces a tender offer that would result in such ownership, the rights will allow holders to buy common stock at twice the exercise price of the rights. Rights held by the acquiring person will become void. In the event of a merger or business combination that has not been approved by the Board, the rights will allow holders to purchase shares of the acquiring company’s common stock at twice the exercise price of the rights.
The rights distribution will be payable to stockholders on August 29, 2024, and will not be taxable to them. Additional details about the rights plan will be provided in a Form 8-K to be filed with the SEC.
About AN2 Therapeutics, Inc.
AN2 Therapeutics, Inc. is dedicated to discovering and developing novel small molecule therapeutics through its boron chemistry platform. The company is advancing a pipeline of boron-based compounds targeting Chagas disease, nontuberculous mycobacteria (NTM), and melioidosis, with additional early-stage programs in infectious diseases and oncology. For more information, visit www.an2therapeutics.com.
Forward-Looking Statements
This press release includes forward-looking statements under the Private Securities Litigation Reform Act of 1995, concerning the stockholder rights plan and other projections. These statements are based on current expectations and involve risks and uncertainties. Actual results may differ due to factors such as market conditions, regulatory approvals, and operational challenges. For more details, refer to AN2’s filings with the SEC, available on their website and the SEC’s website. AN2 assumes no obligation to update forward-looking statements except as required by law.
