UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2022
AN2 THERAPEUTICS, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-41331 | 82-0606654 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS 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
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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, $0.00001 par value | ANTX | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 5, 2022, Margaret (Maggie) M. FitzPatrick was appointed to the board of directors (the “Board”) of AN2 Therapeutics, Inc., a Delaware corporation (the “Company”), as a Class II Director, whose initial term will end at the Company’s 2024 Annual Meeting of Stockholders and was also appointed to the nominating and corporate governance committee of the Board. The Board has determined that Ms. FitzPatrick is an independent director as that term is defined by the Securities and Exchange Commission and the Nasdaq Stock Market LLC.
There are no arrangements or understandings between Ms. FitzPatrick and any other persons pursuant to which she was elected as a director of the Company. There are no current or proposed transactions between the Company and Ms. FitzPatrick or her immediate family members that would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
Ms. FitzPatrick will be covered by the Company’s Non-Employee Director Compensation Policy, pursuant to which Ms. FitzPatrick will receive the Company’s standard non-employee director cash and equity compensation, including an initial grant of a number of stock options with a grant-date value equal to $209,093, with such options vesting in substantially equal monthly installments over a three-year period subject to her continued service with the Company. Ms. FitzPatrick is also entitled to receive an annual cash director retainer of $39,000 payable in equal quarterly installments (prorated for service during a portion of the quarter), for service on the Board and the nomination and corporate governance committee of the Board.
On May 9, 2022, the Company issued a press release announcing the appointment of Ms. FitzPatrick as a director. The press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Document | |
| 99.1 | Press Release, dated May 9, 2022 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AN2 Therapeutics, Inc. | ||||||
| Date: May 9, 2022 | By: | /s/ Eric Easom. | ||||
| Name: Eric Easom, Ph.D. Title: Chief Executive Officer | ||||||
Exhibit 99.1
AN2 Therapeutics Appoints Maggie FitzPatrick
to its Board of Directors
Menlo Park, CA – May 9, 2022 – AN2 Therapeutics, Inc., (NASDAQ: ANTX) a clinical-stage biopharmaceutical company developing treatments for rare, chronic, and serious infectious diseases with high unmet needs, today announced the appointment of Maggie FitzPatrick to its Board of Directors.
Maggie FitzPatrick is a highly accomplished corporate affairs executive who has led global communications and public affairs at leading healthcare companies, including Johnson & Johnson and Cigna.
“As a recognized leader in the area of corporate affairs, marketing and business operations, Maggie FitzPatrick has developed and executed high-impact programs for some of the world’s most successful companies,” said Eric Easom, President and Chief Executive Officer of AN2 Therapeutics. “We welcome Maggie to our board and look forward to benefitting from her tremendous experience as we work to positively impact the health of patients with rare, chronic and serious infectious diseases around the world.”
Ms. FitzPatrick has served in leadership positions in the public, private and non-profit sectors and brings a breadth of experience in healthcare, climate change and global health. Before starting her own consultancy, she led corporate affairs, marketing and philanthropy for Exelon, a Fortune 200 clean energy provider. Prior to Exelon, she led global communications and public affairs at Johnson & Johnson. Before Johnson & Johnson, she served as Chief Communications Officer and president of the Foundation at Cigna, a multinational health services and insurance corporation.
Ms. FitzPatrick is a member of the board of directors at VistaGen Therapeutics, a NASDAQ listed, late-stage central nervous system-focused biopharmaceutical company. She was named one of the most influential global communications professionals in multiple years by PR Week Magazine and recognized as a top c-suite executive by Washington Business Journal in 2019. Ms. FitzPatrick holds a Bachelor of Arts in English and Public Policy from Syracuse University and a Master of Arts in Public Policy from The George Washington University. She completed the board directorship program at the Harvard Business School and is certified as a corporate director by the National Association of Corporate Directors. Appointed in 2020 by Mayor Muriel Bowser and approved by the Council of the District of Columbia, Ms. FitzPatrick serves as Commissioner and Vice Chairperson of the DC Commission on the Arts and Humanities.
About AN2 Therapeutics, Inc.
AN2 Therapeutics, Inc. is a clinical-stage biopharmaceutical company developing treatments for rare, chronic, and serious infectious diseases with high unmet needs. AN2 is developing epetraborole, a once-daily oral treatment for patients with NTM lung disease, a rare, chronic and progressive infectious disease caused by bacteria known as mycobacteria that leads to irreversible lung damage and can be fatal. For more information, visit www.an2therapeutics.com.
INVESTOR AND MEDIA CONTACT:
Anne Bowdidge
ir@an2therapeutics.com