AN2 Therapeutics Inc美股招股说明书(2026-04-20版)

This prospectus supplement relates to the proposed resale or other disposition from time to time of up to an aggregate of 14,035,104 shares of common stock bythe selling securityholders named in this prospectus supplement (the “selling securityholders”), which consists of: (i) 8,245,611 shares of our common stock and (ii)5,789,493 shares of our common stock issuable upon the exercise of pre-funded warrants to purchase shares of our common stock. We are registering the offer and saleof the shares covered by this prospectus supplement to satisfy registration rights we granted to the selling securityholders pursuant to that certain registration rightsagreement, dated March10, 2026, by and among us and the selling securityholders in connection with the selling securityholders’ purchase of shares of common stockor, in lieu thereof, pre-funded warrants to purchase shares of common stock in a private placement (the “Registration Rights Agreement”). Our common stock is listed on the Nasdaq Global Select Market under the symbol “ANTX.” On April 17, 2026, the last reported sale price of our common stockwas $3.61 per share. The selling securityholders may, from time to time, sell, transfer, or otherwise dispose of any or all of their shares of common stock covered by this prospectussupplement on any stock exchange, market, or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, atprevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. See“Plan of Distribution” beginning on page S-12 for more information about how the selling securityholders may sell or dispose of their shares of common stock hereunder. We are not selling any shares of our common stock under this prospectus supplement and will not receive any proceeds from the sale or other disposition of theshares of common stock covered by this prospectus supplement by the selling securityholders. Upon any exercise of the pre-funded warrants by payment of cash,however, we will receive the nominal cash exercise price paid by the holders of the pre-funded warrants. We intend to use those proceeds, if any, for general corporatepurposes. The selling securityholders will bear all costs, commissions and discounts, if any, attributable to the sales of the shares of common stock covered by thisprospectus supplement. We will bear the fees and expenses incurred in effecting the registration of the shares of common stock covered by this prospectus supplement,including, without limitation, all registration, filing, and printing fees and expenses, and fees and expenses of our counsel and our independent registered publicaccounting firm. We may amend or supplement this prospectus supplement from time to time by filing amendments or supplements as required. You should read the entireprospectus supplement and any amendments or supplements carefully before you make your investment decision. Our business and an investment in our common stock involve significant risks. These risks are described under thecaption “Risk Factors” beginning on page S-5 of this prospectus supplement and in the documents incorporated byreference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon theaccuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSTHE SELLING SECURITYHOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement on Form S-3 that we have filed with the Securities and Exchange Commission, orSEC, utilizing a “shelf” registration process. By using a shelf registration statement, the selling securityholders named in a prospectus supplement may,from time to time, offer and sell our common stock in one or more offerings or resales. The accompanying prospectus provides you with a generaldescription of our securities, which the selling securityholders may offer and sell pursuant to this prospectus supplement. We and the sellingsecurityholders provide information to you about this offering of shares of our common stock in this prospectus supplement, which describes thespecific details regarding this offering. If information in this prospectus supplement is inconsistent with the information in the accompanying prospectusor the documents incorporated by reference in this prospectus supplement filed prior to the date of this prospectus supplement, you should rely on thisprospectu