SC 13G/A: AN2 Therapeutics, Inc.
Ticker: ANTX · Form: SC 13G/A · Filed: Aug 13, 2024 · CIK: 1880438
Sentiment: neutral
Topics: sc-13g-a
AI Summary
SC 13G/A filing by AN2 Therapeutics, Inc..
Risk Assessment
Risk Level: low
Filing Stats: 1,560 words · 6 min read · ~5 pages · Grade level 9.5 · Accepted 2024-08-13 17:40:01
Key Financial Figures
- $0.00001 — INC. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class o
Filing Documents
- tm2421607d1_sc13ga.htm (SC 13G/A) — 73KB
- tm2421607d1_ex1.htm (EX-1) — 9KB
- 0001104659-24-089067.txt ( ) — 84KB
(a)
Item 1(a). Name of Issuer : AN2 Therapeutics, Inc. (the “Issuer”)
(b)
Item 1(b). Address of Issuer’s Principal Executive Offices : 1800 El Camino Real, Suite D, Menlo Park, California 94027
(a). Names of Persons Filing
Item 2(a). Names of Persons Filing : The names of the persons filing this report (collectively, the “Reporting Persons”) are: RA Capital Management, L.P. (“RA Capital”) Peter Kolchinsky Rajeev Shah RA Capital Healthcare Fund, L.P. (the “Fund”)
(b). Address of Principal Business Office or, if
Item 2(b). Address of Principal Business Office or, if None, Residence : The address of the principal business office of each of the Reporting Persons is: c/o RA Capital Management, L.P., 200 Berkeley Street, 18 th Floor, Boston MA 02116
(c). Citizenship
Item 2(c). Citizenship : RA Capital is a Delaware limited partnership. Dr. Kolchinsky and Mr. Shah are United States citizens.
(d). Title of Class of Securities
Item 2(d). Title of Class of Securities : Common Stock, $0.00001 par value per share (“Common Stock”)
(e). CUSIP Number
Item 2(e). CUSIP Number : 037326105
If this statement is filed pursuant to §§
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable.
Ownership
Item 4. Ownership . The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G/A. The ownership percentages reported are based on 29,829,040 total Common Stock shares as of May 6, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2024. The Fund directly holds 1,699,998 shares of Common Stock. RA Capital Nexus Fund II, L.P. (the “Nexus Fund II”) holds 299,999 shares of Common Stock. RA Capital Healthcare Fund GP, LLC is the general partner of the Fund and RA Capital Nexus Fund II GP, LLC is the general partner of the Nexus Fund II. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and the Nexus Fund II and may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Act”), of any securities of the Issuer held by the Fund and the Nexus Fund II. The Fund and the Nexus Fund II have delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund’s and the Nexus Fund II’s portfolios, including the shares of the Issuer’s Common Stock reported herein. Because the Fund and the Nexus Fund II have divested themselves of voting and investment power over the reported securities they hold and may not revoke that delegation on less than 61 days’ notice, the Fund and the Nexus Fund II disclaim beneficial ownership of the securities they hold for purposes of Section 13(d) of the Act and therefore disclaim any obligation to report ownership of the reported securities under Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of
Ownership of Five Percent or Less of a Class
Item 5. Ownership of Five Percent or Less of a Class . If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ .
Ownership of More than Five Percent on Behalf of
Item 6. Ownership of More than Five Percent on Behalf of Another Person . Not applicable.
Identification and Classification of the Subsidiary
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person . Not applicable.
Identification and Classification of Members of
Item 8. Identification and Classification of Members of the Group . Not applicable.
Notice of Dissolution of Group
Item 9. Notice of Dissolution of Group . Not applicable.
Certification
Item 10. Certification . By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a–11. Exhibit List Exhibit 1: Joint filing agreement SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: August 13, 2024 RA CAPITAL MANAGEMENT, L.P. By: /s/ Peter Kolchinsky Name: Peter Kolchinsky Title: Authorized Signatory PETER KOLCHINSKY /s/ Peter Kolchinsky RAJEEV SHAH /s/ Rajeev Shah RA CAPITAL HEALTHCARE FUND, L.P. By: RA Capital Healthcare Fund GP, LLC Its: General Partner By: /s/ Peter Kolchinsky Name: Peter Kolchinsky Title: Manager