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United States securities and exchange commission logo
December 3, 2021
Eric Easom
Chief Executive Officer
AN2 Therapeutics, Inc.
1800 El Camino Real, Suite D
Menlo Park, CA 94027
Re: AN2 Therapeutics,
Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted November
19, 2021
CIK No. 0001880438
Dear Mr. Easom:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
November 19, 2021
Prospectus Summary
Our Solution: Epetraborole, page 3
1. We note your response
and revisions related to prior comment 1. Please also balance your
disclosure in this
section with discussion of three clinical trials that were terminated as a
result of clinical
resistance, as referenced on pages 106-107. Please also briefly explain
clinical resistance in
the summary.
Eric Easom
FirstName LastNameEric
AN2 Therapeutics, Inc. Easom
Comapany3,
December NameAN2
2021 Therapeutics, Inc.
December
Page 2 3, 2021 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies, Significant Judgments and Use of Estimates
Stock-Based Compensation
Common Stock Valuations, page 85
2. Please refer to prior comment 13. Your revised disclosure addresses
the specific
methodology and key assumptions used to determine the fair value of
your common stock.
Please revise to explain how you determined the enterprise value,
which as you state on
page 85, is allocated across classes and series of capital stock to
determine the estimated
fair value of common stock at each valuation date. Please also
disclose the nature of the
assumptions used in determining the enterprise value.
Business
Prior Clinical Experience with Epetraborole, page 106
3. We note that you added disclosure stating the observations of clinical
resistance were
similar to those for rifampicin. It is inappropriate to imply that you
are likely to achieve
similar results. Please revise your disclosure accordingly.
Adjuvant Global Health Agreement, page 115
4. We note your response to prior comment 17. You state on page 115
that given "substantially all NTM development activities, including
toxicology studies,
clinical trials and manufacturing, overlap with tuberculosis and
melioidosis development
activities, we believe the risk of repayment related to any future
potential investment is
low." Please revise this statement in light of the fact that
regulatory strategies, product
registration, and seeking funding from governmental grants and other
granting sources
may not overlap with NTM activities.
License Agreement with Anacor Pharmaceuticals, Inc. , page 116
5. We note your response to prior comment 18. Please clarify, if true,
that you sublicense to
Brii Biosciences Limited intellectual property licensed from Anacor
Pharmaceuticals.
Ensure that your revisions clarify the circumstances under which a
breach of your
agreement by Brii Biosciences could result in a breach of your
agreement with Anacor
Pharmaceuticals.
Eric Easom
AN2 Therapeutics, Inc.
December 3, 2021
Page 3
You may contact Franklin Wyman at 202-551-3660 or Mary Mast at
202-551-3613 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Gary Guttenberg at 202-551-6477 or Christine Westbrook at 202-551-5019
with any
other questions.
Sincerely,
FirstName LastNameEric Easom
Division of
Corporation Finance
Comapany NameAN2 Therapeutics, Inc.
Office of Life
Sciences
December 3, 2021 Page 3
cc: Josh Seidenfeld, Esq.
FirstName LastName