AN2 Therapeutics Adopts Limited Duration Stockholder Rights Plan
August 16 2024 - 7:00AM
Business Wire
AN2 Therapeutics, Inc. (Nasdaq: ANTX), a biopharmaceutical
company focused on discovering and developing novel small molecule
therapeutics derived from its boron chemistry platform, today
announced that it has adopted a limited duration stockholder rights
plan, which is scheduled to expire on August 15, 2025.
The Company recently became aware of the rapid accumulation of a
significant amount (19.3%) of the common stock of the Company by
BML Investment Partners, L.P. (BML), as disclosed in a Schedule
13G/A filed with the U.S. Securities and Exchange Commission (SEC)
on August 14, 2024. The Board of Directors believes that the rights
plan will help promote the fair and equal treatment of all
stockholders of the Company and ensure that the Board remains in
the best position to discharge its fiduciary duties to the Company
and its stockholders. The rights plan will guard against efforts to
capitalize on the recent share price of the Company through open
market accumulations and other coercive tactics aimed at gaining
control of the Company without paying all stockholders a full
control premium for their shares.
Under the plan, one preferred stock purchase right will be
distributed for each share of common stock held by stockholders of
record on August 29, 2024. Under certain circumstances, each right
will entitle stockholders to buy one one-thousandth of a share of
newly-created Series A Junior Participating Preferred Stock of the
Company at an exercise price of $6.50. The Company’s Board of
Directors will be entitled to redeem the rights at $0.01 per right
at any time before a person or group has acquired 20% or more of
the outstanding common stock. The rights will expire on August 15,
2025, subject to the Company’s right to extend such date, unless
earlier redeemed or exchanged by the Company or terminated.
Subject to limited exceptions, if a person or group acquires 20%
or more of the Company’s common stock (including shares that are
synthetically owned pursuant to derivative transactions or
ownership of derivative securities) or announces a tender offer and
the consummation of that offer would result in such ownership (we
refer to such a person or group as an “acquiring person”), each
right will entitle its holder to purchase, at the right’s
then-current exercise price, a number of shares of common stock
having a market value at that time of twice the right’s exercise
price. Rights held by the acquiring person will become void and
will not be exercisable. If the Company is acquired in a merger or
other business combination transaction that has not been approved
by the Board of Directors after the rights become exercisable, each
right will entitle its holder to purchase, at the right’s
then-current exercise price, a number of shares of the acquiring
company’s common stock having a market value at that time of twice
the right’s exercise price.
The dividend distribution to establish the new rights plan will
be payable to stockholders of record on August 29, 2024. The rights
distribution is not taxable to stockholders. Further details about
the rights plan will be contained in a Form 8-K to be filed by the
Company with the SEC.
About AN2 Therapeutics, Inc.
AN2 Therapeutics, Inc. is a biopharmaceutical company focused on
discovering and developing novel small molecule therapeutics
derived from its boron chemistry platform. AN2 has a pipeline of
boron-based compounds in development for Chagas disease,
nontuberculous mycobacteria (NTM), and melioidosis, along with
early-stage programs focused on targets in infectious diseases and
oncology. For more information, please visit our website at
www.an2therapeutics.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements expressed or implied in this press
release include, but are not limited to, statements regarding the
purpose and objectives of the rights plan and other statements that
are not historical fact. These statements are based on AN2’s
current estimates, expectations, plans, objectives and intentions,
are not guarantees of future performance and inherently involve
significant risks and uncertainties. Actual results and the timing
of events could differ materially from those anticipated in such
forward-looking statements as a result of these risks and
uncertainties, which include, but are not limited to, risks and
uncertainties related to: threats intended to capitalize on the
recent share price of the Company through open market accumulations
and other coercive tactics; potential disruptions related to AN2’s
restructuring plans and its ability to implement its plans for its
internal boron chemistry platform and ongoing pipeline programs;
timely enrollment of patients in AN2’s existing and future clinical
trials; AN2’s ability to procure sufficient supply of its product
candidates for its existing and future clinical trials; the
potential for results from clinical trials to differ from
preclinical, early clinical, preliminary or expected results;
significant adverse events, toxicities or other undesirable side
effects associated with AN2’s product candidates; the significant
uncertainty associated with AN2’s product candidates ever receiving
any regulatory approvals; continued funding by the National
Institute of Allergy and Infectious Disease (NIAID) of AN2’s
development program for melioidosis; AN2’s ability to obtain,
maintain or protect intellectual property rights related to its
current and future product candidates; implementation of AN2’s
strategic plans for its business and product candidates; the
sufficiency of AN2’s capital resources and need for additional
capital to achieve its goals; global macroeconomic conditions and
global conflicts and other risks, including those described under
the heading “Risk Factors” in AN2’s Annual Reports on Form 10-K and
Quarterly Reports on Form 10-Q, and AN2’s other reports filed with
the SEC. These filings, when made, are available on the investor
relations section of AN2’s website at www.an2therapeutics.com and
on the SEC’s website at www.sec.gov. Forward-looking statements
contained in this press release are made as of this date, and AN2
undertakes no duty to update such information except as required
under applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240816585924/en/
Company Contacts:
Lucy O. Day Chief Financial Officer
l.day@an2therapeutics.com
Anne Bowdidge Investor Relations
abowdidge@an2therapeutics.com
AN2 Therapeutics (NASDAQ:ANTX)
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