AN2 Therapeutics, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

On June 30, 2025, the Company entered into an exchange agreement with an existing stockholder, pursuant to which the stockholder exchanged 152,000 shares of the Company’s common stock for a pre-funded warrant to acquire 152,000 shares of the Company’s common stock.

The pre-funded warrant has an exercise price of $0.00001 per underlying share of common stock, exercisable at any time until it is fully exercised, and will not expire until it is fully exercised. The number of shares of the Company’s common stock issuable upon exercise of the pre-funded warrant is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s shares of common stock, as well as upon any distribution of assets, including cash, stock or other property, to the Company’s stockholders. The pre-funded warrant includes a beneficial ownership blocker that provides that the holder may not exercise (nor may the Company allow the exercise) if upon giving effect to such exercise, it would cause the aggregate number of shares of the Company’s common stock beneficially owned by the holder (together with affiliates and any other persons whose beneficial ownership of the Company’s common stock would be aggregated for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended) to exceed 9.99% of the total number of then issued and outstanding shares of the Company’s common stock as determined in accordance with the terms of the pre-funded warrant; provided that the pre-funded warrant holder may increase or decrease such percentage to a percentage not in excess of 19.99% effective on or after the 61st day after notice of such increase or decrease is delivered to the Company.

The Company issued the pre-funded warrant without registration in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act of 1933, as amended.

Use of Proceeds from Public Offering of Common Stock

On March 24, 2022, our registration statement on Form S-1 (File No. 333-263295) was declared effective by the SEC for our IPO. There has been no material change in the use of proceeds from our IPO as described in our final prospectus dated March 24, 2022 pursuant to Rule 424(b)(4).

Issuer Purchases of Equity Securities

None.