SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Prior Stephen David (Last) (First) (Middle) C/O AN2 THERAPEUTICS, INC. 1800 EL CAMINO REAL, SUITE D (Street) MENLO PARK CA 94027 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/04/2024	3. Issuer Name and Ticker or Trading Symbol AN2 Therapeutics, Inc. [ ANTX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) Other (specify below) Chief Strategy Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	25,217(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(2)	10/13/2032	Common Stock	46,000	0	D
Stock Option (right to buy)	(3)	02/14/2033	Common Stock	29,200	0	D
Stock Option (right to buy)	(4)	03/14/2034	Common Stock	35,000	0	D

Explanation of Responses:

1. Includes a balance of 17,500 Restricted Stock Units ("RSUs"). RSUs vest as follows: 1/16th of RSUs vest quarterly over four years from January 1, 2024 until fully vested on January 1, 2028, subject to the Reporting Person's continuous service as of such date.

2. The shares subject to the option are exercisable and vest as follows: 1/4th of the shares vest and becomes exercisable on September 20, 2023. Thereafter, 1/48th of the shares vest and becomes exercisable monthly over the following three years until fully vested and exercisable on September 20, 2026, subject to the Reporting Person's continuous service as of such date.

3. The shares subject to the option are exercisable and vest as follows: 1/48th of the shares vest and becomes exercisable monthly over four years from January 1, 2023 until fully vested and exercisable on January 1, 2027, subject to the Reporting Person's continuous service as of such date.

4. The shares subject to the option shall continue to vest and become exercisable as originally approved through December 31, 2024. On January 1, 2025, 1/3 of the remaining unvested shares (rounded down to the nearest whole number of shares) shall vest and all remaining unvested shares shall vest on January 1, 2026, in each case, subject to the Reporting Person continuing to provide services to the Company as an employee, consultant or director of the Company through each applicable vesting date.

Remarks:

Exhibits: Power of Attorney

	/s/ Lucy Day, Attorney-in-Fact for Stephen David Prior	11/05/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of (i) the Chief Executive Officer of AN2 Therapeutics, Inc., a Delaware corporation (the “Company”), who is currently Eric Easom, (ii) the Company's Chief Financial Officer, who is currently Lucy O. Day, (iii) the Company's Chief Legal Officer and Secretary, who is currently Josh Eizen, and their respective successors, and each of (iv) Kathleen M. Wells, (v) Richard Kim and (vi) Casey Tong of Latham & Watkins LLP, signing individually, with full power of substitution, as the undersigned's true and lawful attorney-in-fact to:

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

The undersigned agrees that each such attorney-in-fact herein may rely entirely on information furnished orally or in writing by the undersigned to such attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omission of necessary facts in the information provided by the undersigned to such attorney-in fact for purposes of executing, acknowledging, delivering or filing Forms 3, 4 or 5 (including amendments thereto) or Form ID and agrees to reimburse the Company and such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (b) superseded by a new power of attorney regarding the purposes outlined in the first paragraph hereof dated as of a later date.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21st day of October, 2024.

 

 

	/s/ Stephen David Prior
	Stephen David Prior

 

---