What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-17 compared with 2025-03-25 · 195 added, 156 removed, 760 unchanged (32% of the section changed)

43 unchanged sentences

and (iii) implementing an accounting system upgrade with IT controls to ensure appropriate and restricted access to our accounting applications, programs, and data, including upgrading of our accounting system.

Other than the material weakness associated with the accounting for certain non-route or complex transactions, including the proper application of U.S.

Other than the material weakness associated with the accounting for certain non-routine or complex transactions, including the proper application of U.S.

GAAP, which has been remediated, the remaining material weaknesses will not be considered remediated until the design requirements described above have been finalized, and the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

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Description of Securities.

Form of Pre-Funded Warrant.

June 20, 2025

Form of 2026 Pre-Funded Warrant.

March 10, 2026

Rights Agreement, dated as of August 15, 2024, between AN2 Therapeutics, Inc.

and Equiniti Trust Company, LLC, which includes Form of Certificate of Designations of Series A Junior Participating Preferred Stock as Exhibit A, the Form of Rights Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Stock as Exhibit C.

August 19, 2024

AN2 Therapeutics, Inc.

16 unchanged sentences

AN2 Therapeutics, Inc.

2022 Non-Employee Director Compensation Policy.

March 4, 2022

Amended and Restated 2022 Non-Employee Director Compensation Policy.

August 12, 2025

AN2 Therapeutics, Inc.

5 unchanged sentences

March 4, 2022

Offer Letter by and between the Registrant and Lucy Day, dated November 19, 2019.

March 4, 2022

Offer Letter by and between the Registrant and Sanjay Chanda, dated November 19, 2019.

March 4, 2022

Amended and Restated Offer Letter by and between the Registrant and Lucy Day, dated January 29, 2026.

License Agreement by and between the Registrant and Anacor Pharmaceuticals, Inc., dated November 20, 2019, as amended on December 3, 2021.

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November 9, 2022

AN2 Therapeutics, Inc.

2024 Amended Non-Employee Director Compensation Policy

Exclusive Patent License Agreement, dated October 10, 2023, by and between the Registrant and the University of Georgia Research Foundation, Inc

March 25, 2025

Securities Purchase Agreement, dated March 8, 2026, by and among AN2 Therapeutics, Inc.

and the Purchasers.

March 10, 2026

Registration Rights Agreement, dated March 10, 2025, by and among AN2 Therapeutics, Inc.

and the investors party thereto.

March 10, 2026

AN2 Therapeutics, Inc.

2022 Insider Trading Policy

March 25, 2025

Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.

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/s/ Eric Easom

Chief Executive Officer and Director

Chief Executive Officer

(Principal Executive Officer)

Chief Financial Officer

(Principal Financial and Accounting Officer)

POWER OF ATTORNEY

(Principal Financial Officer)

/s/ Sarah Williams

Sarah Williams

Principal Accounting Officer

POW ER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eric Easom and Lucy O.

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Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

(Principal Financial Officer)

March 17, 2026

/s/ Sarah Williams

Principal Accounting Officer

March 17, 2026

Sarah Williams

/s/ Maggie FitzPatrick

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We believe that our audits provide a reasonable basis for our opinion.

Emphasis of Matter

As discussed in Note 2 to the financial statements, the Company will require additional financing to fund future operations.

Management’s plans in regard to this matter are also described in Note 2.

/s/ PricewaterhouseCoopers LLP

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Other current liabilities

Options subject to repurchase, short-term

Total current liabilities

Other non-current liabilities

Total liabilities

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Preferred stock, $ 0.00001 par value;

10,000,000 shares authorized at December 31, 2024 and December 31, 2023, respectively;

10,000,000 shares authorized at December 31, 2025 and December 31, 2024;

no shares issued and outstanding at December 31, 2025 and December 31, 2024

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Interest income

Net loss attributable to common stockholders

Net loss per share attributable to common stockholders, basic and diluted

Weighted-average number of shares used in computing net loss per share,

basic and diluted

Weighted-average number of shares used in computing net loss per share, basic and diluted

Other comprehensive loss:

Unrealized (loss) gain on investments

Unrealized gain (loss) on investments

Comprehensive loss

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Balances at December 31, 2023

Issuances of common stock in the “at the market” offering, net of underwriter’s commission and offering costs of $ 0.9 million

Issuances of common stock in the Underwritten Offering, net of underwriter’s commission and offering costs of $ 4.5 million

Issuance of common stock under the ESPP

1 unchanged sentence

Vesting of early exercised stock options

Issuance of common stock upon release of restricted stock units

Issuance of common stock upon release of restricted stock awards

Stock-based compensation

Unrealized gain on available-for-sale investments

Unrealized loss on available-for-sale investments

Balances at December 31, 2024

1 unchanged sentence

Issuance of common stock upon exercise of stock options

Vesting of early exercised stock options

Issuance of common stock upon release of restricted stock units

Issuance of common stock upon release of restricted stock awards

Stock-based compensation

Unrealized loss on available-for-sale investments

Unrealized gain on available-for-sale investments

Issuance of pre-funded warrants in exchange for common stock

Balances at December 31, 2025

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(in thousands)

Cash flows from operating activities

Cash flows used in operating activities

Adjustments to reconcile net loss to net cash used in operating activities:

Stock-based compensation expense

Non-cash operating lease expense

Net accretion of discount on investments

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Accrued liabilities

Operating lease liabilities

Other current liabilities

Other non-current liabilities

Net cash used in operating activities

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Maturities of investments

Net cash provided by (used in) investing activities

Net cash provided by investing activities

Cash flows from financing activities

Proceeds from issuance of common stock from the Underwritten Offering, net of commissions and offering expenses

Proceeds from issuance of common stock from the “at-the-market” offering, net of commissions and offering expenses

Proceeds from issuance of common stock under the ESPP

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Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents at the beginning of the period

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AN2 Therapeutics, Inc.

(the “Company”) is a biopharmaceutical company focused on discovering and developing novel small molecule therapeutics derived from its boron chemistry platform.

The Company has a pipeline of boron-based compounds in development for Chagas disease, non-tuberculous mycobacterial (“NTM”), and melioidosis, along with early-stage programs focused on targets in infectious diseases and oncology.

(the “Company”) is a clinical stage biopharmaceutical company focused on the discovery and development of novel small molecule therapeutics derived from our boron chemistry platform.

Our development pipeline spans hematologic diseases, infectious diseases and oncology with three Phase 2 studies expected to initiate in 2026, two preclinical candidates, as well as advanced research programs focused on targets in oncology, bone disorders and infectious diseases.

We are committed to delivering high-impact drugs to patients that address critical unmet needs and improve health outcomes.

The Company was incorporated in the state of Delaware in February 2017, began operations in November 2019, began trading on the Nasdaq Global Select Market on March 25, 2022 under the symbol “ANTX”, and is based in Menlo Park, California.

Since launching operations in November 2019, the Company has devoted substantially all of its resources to performing research and development activities, including with respect to its initial product candidate, epetraborole, and other product candidates, business planning and restructuring, hiring personnel, raising capital, and providing general and administrative support for these operations.

Initial Public Offering

On March 24, 2022, the Company’s registration statement on Form S-1 (File No.

333-263295) relating to its initial public offering (“IPO”) of common stock became effective.

The IPO closed on March 29, 2022, at which time the Company issued an aggregate of 4,600,000 shares of its common stock at a price to the public of $ 15.00 per share.

In addition, immediately prior to the closing of the IPO, all outstanding shares of the Company’s then existing redeemable convertible preferred stock automatically converted into 11,409,488 shares of common stock.

The aggregate offering proceeds for shares sold in the IPO was $ 69.0 million.

After deducting underwriting discounts and commissions of $ 4.8 million and offering costs paid or payable by the Company of $ 3.3 million, the net proceeds from the offering were approximately $ 60.9 million.

On April 8, 2022, the underwriters from the IPO exercised an option to purchase 690,000 additional shares of the Company's common stock at a public offering price of $ 15.00 per share, resulting in additional gross proceeds to the Company of $ 10.4 million, and additional net proceeds of approximately $ 9.5 million.

After giving effect to this exercise of the overallotment option, the total number of shares sold by the Company in the IPO increased to 5,290,000 shares with total net proceeds to the Company of approximately $ 70.4 million.

At-The-Market Offering

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Underwritten Offering

On August 15, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement” ) with Cowen and Company, LLC, Leerink Partners LLC and Evercore Group L.L.C., as representatives of several underwriters, to issue and sell 7,777,778 shares of common stock at an offering price of $ 9.00 per share, resulting in net proceeds of $ 65.5 million, after deducting commissions and other offering costs (the “Underwritten Offering” ).

AN2 Therapeutics, Inc.

Notes to Financial Statements — Continued

On August 15, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement” ) with Cowen and Company, LLC, Leerink Partners LLC and Evercore Group L.L.C., as representatives of several underwriters, to issue and sell 7,777,778 shares of common stock at an offering price of $ 9.00 per sh are, resulting in net proceeds of $ 65.5 million, after deducting commissions and other offering costs (the “Underwritten Offering”).

Summary of Significant Accounting Policies

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Risks and Uncertainties

Prior to the IPO, the Company’s operations had historically been financed through the issuance of redeemable convertible preferred stock.

Since inception, the Company has incurred significant losses and negative net cash flows from operations.

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The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales of its product candidates currently in development.

AN2 Therapeutics, Inc.

Notes to Financial Statements — Continued

As of December 31, 2025, the Company had cash, cash equivalents, short-term investments and long-term investments of $ 60.0 million.

Management believes that its cash, cash equivalents and investments as of December 31, 2025 will be sufficient to fund its current operating plan through at least 12 months from the issuance date of these financial statements.

Future capital requirements will depend on many factors, including the timing and extent of spending on research and development, including costs for preclinical and nonclinical studies, clinical trials, and clinical trial and material manufacturing.

There can be no assurance that, in the event the Company requires additional financing, such financing will be available at terms acceptable to the Company, if at all.

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GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the reporting period.

On an ongoing basis, management evaluates its estimates, including those related to research and development accruals, fair value of assets and liabilities and stock-based compensation.

On an ongoing basis, management evaluates its estimates, including those related to research and development accruals, fair value of assets and stock-based compensation.

Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances.

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Payments made prior to the receipt of goods or services to be used in research and development are capitalized until the goods are received or services are rendered.

AN2 Therapeutics, Inc.

Notes to Financial Statements — Continued

As part of the process of preparing its financial statements, the Company estimates its accrued expenses.

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The significant estimates in the Company’s accrued research and development expenses relate to expenses incurred with respect to contract manufacturing and clinical and other research organizations, academic research centers and other vendors in connection with research and development activities for which the Company has not yet been invoiced.

AN2 Therapeutics, Inc.

Notes to Financial Statements — Continued

Stock-Based Compensation

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Management uses the simplified calculation (based on the mid-point between the vesting date and the end of the contractual term) of the expected term for its stock options as the Company has concluded that its stock option history does not provide a reasonable basis upon which to estimate expected term.

Volatility is based on an average of the historical volatilities of the common stock of entities with characteristics similar to the Company’s.

Through November 2025, volatility is based on an average of the historical volatilities of the common stock of entities with characteristics similar to the Company’s.

Beginning in December 2025, after sufficient trading data of the Company’s own stock on the Nasdaq Global Market became available, we adopted a blended volatility methodology that combines the Company’s historical volatility with that of a peer group, weighing the volatility of its peer group for the amount of time prior to the March 2022 IPO so that the blended volatility term equals the expected term of the related stock-based award.

We will continue to utilize this blended volatility methodology until sufficient historical trading data of the Company's own stock is available.

The risk-free rate is based on the U.S.

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As a result, no compensation expense would be recognized until the performance-based vesting condition is achieved.

The Company accounts for warrants as equity-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in the Financial Accounting Standards Board ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

This assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

In addition, the Company determines if the warrants meet the definition of a derivative based on their contractual terms.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

The Company also evaluates if changes in contractual terms or other considerations would result in the reclassification of outstanding warrants from stockholders’ equity to liabilities (or vice versa).

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Cash equivalents, which consist of money market funds, corporate debt securities and corporate commercial paper, are stated at fair value.

Cash equivalents, which consist of money market funds and commercial paper, are stated at fair value.

As of December 31, 2025 and 2024, the Company had cash and cash equivalents of $ 19.9 million and $ 21.4 million, respectively.

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Treasury securities, commercial paper, U.S.

Government agency securities, asset-backed securities, and corporate debt securities.

Government agency securities, and corporate debt securities.

All of the Company’s investments are classified as available-for-sale and are carried at estimated fair values and reported in cash equivalents, short-term investments or long-term investments.

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In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors.

Credit-related impairment losses, limited by the amount that the fair value is less than the amortized cost basis, are recorded through an allowance for credit losses in other income, net.

Credit-related impairment losses, limited by the amount that the fair value is less than the amortized cost basis, are recorded through an allowance for credit losses in other income.

Any unrealized losses from declines in fair value below the amortized cost basis as a result of non-credit factors are recognized in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity, along with unrealized gains.

Realized gains and losses and declines in fair value, if any, on available-for-sale securities are included in other income, net in the statements of operations and comprehensive loss.

Realized gains and losses and declines in fair value, if any, on available-for-sale securities are included in other income in the statements of operations and comprehensive loss.

For purposes of identifying and measuring credit-related impairments, the Company’s policy is to exclude applicable accrued interest from both the fair value and amortized cost basis of the related security.

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Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and investments.

The Company’s cash is invested through financial institutions in the United States.

The Company’s cash is invested through financial institutions in the U.S.

The Company’s investments consist of debt securities, issued by highly rated corporate entities or the U.S.

government, and asset-backed securities.

The Company’s exposure to any individual corporate entity is limited by its investment policy.

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The Company invests its cash equivalents in highly rated money market funds.

The Company has not experienced any credit losses in such accounts.

Through December 31, 2025, the Company has not experienced any credit losses in such accounts.

The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash to the extent recorded on the balance sheets.

In March 2023, one of the financial institutions utilized by the Company was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation as receiver.

Through December 31, 2025 , the Company has no off-balance sheet concentrations of credit risk.

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National Institute of Allergy and Infectious Diseases (“NIAID”) to support preclinical, Phase 1 studies and other activities to enable advancement of epetraborole into late-stage development for acute systemic melioidosis and other biothreat pathogens.

This project will be funded in whole or in part with Federal funds from the NIAID, National Institutes of Health, Department of Health and Human Services, and Department of Defense Contract No.

In April 2025, the Company entered into a contract modification with NIAID for a $ 0.5 million increase and term extension to an existing NIAID contract option.

In June 2025, as part of a U.S.

Government cost efficiency initiative under a 2025 Executive Order, the Company was notified that the NIAID will not exercise certain remaining options under the contract, resulting in a total $ 9.0 million reduction to the $ 18.3 million contract, for a total cumulative contract funding of up to $ 9.3 million.

With the completion of pivotal work under the contract, including the manufacture of drug product, the Company is engaged with federal agencies to fund a Phase 2 proof-of-concept clinical trial for acute melioidosis.

This project will be funded in whole with Federal funds from the NIAID, National Institutes of Health, and Department of Health and Human Services Contract No.

75N93022C00059.

Accounting for this contract does not fall under ASC 606, Revenue from Contracts with Customers, as NIAID will not benefit directly from the advancement of epetraborole.

As there is no authoritative guidance under U.S.

GAAP on accounting for government assistance to for-profit business entities, the Company applied International Accounting Standards (IAS) 20, Accounting for Government Grants and Disclosure of Government Assistance, by analogy when accounting for the NIAID contract payments to the Company.

As there was no authoritative guidance under U.S.

GAAP on accounting for government assistance to for-profit business entities at the inception of the NIAID contract, the Company applied International Accounting Standards (IAS) 20, Accounting for Government Grants and Disclosure of Government Assistance, by analogy when accounting for the NIAID contract payments to the Company.

The Company has not yet adopted Accounting Standards Update 2025-10, which was announced in December 2025 to address accounting for government assistance to for-profit business entities (see Recent Accounting Pronouncements Not Yet Adopted).

Under IAS 20, government contract proceeds are recognized when there is reasonable assurance the conditions of the contract will be met and the contract funding will be received.

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Grant Agreements

In September 2022, the Company entered into a subcontract agreement with the University of Georgia Research Foundation (“UGARF”) to receive up to $ 1.4 million from the UGARF to support preclinical development of a boron-containing small molecule for Chagas disease.

In September 2023, the Company entered into a grant agreement with the Bill and Melinda Gates Foundation (“BMGF”) to fund up to $ 1.8 million to generate new boron-based lead compounds with the potential to be developed into drugs that treat tuberculosis (“TB”) and malaria.

In July 2024, the Company entered into an amendment to the 2022 subcontract agreement with the UGARF for additional funding in the amount of $ 0.2 million.

In September 2024, the Company entered into a second-year continuation grant agreement with BMGF to fund up to $ 2.0 million to support an early-stage research program focused on delivering novel leads as starting points for new drugs that can be combined to deliver shorter, safer and simpler TB drug regimens.

The Company recognizes grant proceeds in accordance with ASC 958-605, Not-for-Profit Entities - Revenue Recognition, when qualifying costs are incurred and the conditions of the grant agreement have been met.

When receipt of grant proceeds is reasonably assured, the Company records a reduction to the research and development expenses incurred and a corresponding grant receivable.

The Company recognizes grant proceeds from the Gates Foundation, formerly the Bill and Melinda Gates Foundation, in accordance with ASC 958-605, Not-for-Profit Entities - Revenue Recognition.

When qualifying costs are incurred and the conditions of the grant agreement have been met, the Company records a reduction to the research and development expenses incurred and a corresponding grant receivable.

Cash received from grants in advance of incurring qualifying costs is recorded as a liability and recognized as a reduction to the qualifying research and development expenses incurred (see Note 4 - Funding Arrangements).

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The Company’s other comprehensive loss consists of net changes in unrealized gains and losses on its available-for-sale investments.

For the years ended December 31, 2024 and 2023 , the Company had $ 0.2 million of net unrealized loss and $ 0.6 million of net unrealized gain on available-for-sale investments, respectively.

For the years ended December 31, 2025 and 2024 , the Company had an insignificant amount of net unrealized gain and $ 0.2 million of net unrealized loss on available-for-sale investments, respectively.

AN2 Therapeutics, Inc.

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Net Loss Per Share

Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities.

Ba sic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities.

Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period.

For purposes of the diluted net loss per share calculation, stock options, unvested RSUs, common stock subject to repurchase related to unvested early exercise of stock options, and shares committed under ESPP are considered to be potentially dilutive securities.

For purposes of the diluted net loss per share calculation, stock options, unvested restricted stock units (“RSUs”), common stock subject to repurchase related to unvested early exercise of stock options, and shares committed under the Company’s 2022 Employee Stock Purchase Plan (“ESPP”) are considered to be potentially dilutive securities.

Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two-class method required for participating securities.

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As such, the net loss was attributed entirely to common stockholders.

In June 2025, the Company entered into exchange agreements with certain existing stockholders to exchange 2,952,000 shares of the Company’s common stock for pre-funded warrants (the “Warrants”) for an equivalent number of shares of common stock at a nominal exercise price of $ 0.00001 per share.

The shares of common stock into which the Warrants may be exercised are considered outstanding for the purposes of computing net loss per share because the shares may be issued for little or no consideration, they are fully vested and the Warrants are immediately exercisable upon their issuance date.

Because the Company has reported a net loss for all periods presented, diluted net loss per share is the same as basic net loss per share for those periods because the impact of potentially dilutive securities would be anti-dilutive.

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As a result, these financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

The amendments in ASU 2023-07 are intended to improve reportable segment disclosure, primarily through enhanced disclosures about significant segment expenses.

ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024.

The amendments in this ASU should be applied retrospectively to all prior periods presented in the financial statements.

Early adoption is permitted.

The Company adopted ASU 2023-07 on January 1, 2024 , retrospectively.

Newly required disclosures have been included in Note 13 - Segment Reporting.

Recent Accounting Pronouncements Not Yet Adopted

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date.

Unless otherwise noted, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial statements and disclosures.

As an "emerging growth" company, it has been the Company's intention to take advantage of certain temporary exemptions from various reporting requirements, as well as taking advantage of additional transitional relief.

AN2 Therapeutics, Inc.

Notes to Financial Statements — Continued

Recently Adopted Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”).

ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments, replacing the treasury stock method with the if-converted method for calculation of diluted earnings per share, and removing certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception.

ASU 2020-06 was effective for annual periods beginning after December 15, 2023, but was not applicable to the Company at that time.

The Company adopted ASU 2020-06 on June 17, 2025 using the modified retrospective method in connection with accounting for the pre-funded warrant exchange (See Note 8 – Equity, Issuance of Pre-Funded Warrants in Exchange for Common Stock).

Adoption of this standard did no t have an impact on the Company's financial statements or net loss per share amounts.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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Early adoption is permitted.

The Company is evaluating the impact of this guidance on its financial statements and related disclosures.

The Company adopted ASU 2023-09 for the year ended December 31, 2025 , prospectively.

Newly required disclosures have been included in Note 10 - Income Taxes.

On July 4, 2025, the U.S.

government enacted the One Big Beautiful Bill Act (the “OBBBA”), which includes several changes to U.S.

federal income tax law, including the temporary and permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017.

Adoption of the relevant provisions of the OBBBA did not have a material impact on the Company's financial statements and related disclosures.

The Company will continue to monitor the impact of the OBBBA in future periods.

Recent Accounting Pronouncements Not Yet Adopted

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date.

Unless otherwise noted, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial statements and disclosures.

As an emerging growth company, it has been the Company's intention to take advantage of certain temporary exemptions from various reporting requirements, as well as taking advantage of additional transitional relief.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”) and in January 2025, the FASB issued ASU No.

Disaggregation of Income Statement Expense s (“ASU 2024-03”) and in January 2025, the FASB issued ASU No.

2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

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The Company is evaluating the impact of this standard on its financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832) (“ASU 2025-10”), which adds guidance to ASC 832, Government Assistance, on the recognition, measurement, and presentation of government grants.

ASU 2025-10 is effective for fiscal years, including interim reporting periods within those fiscal years, beginning after December 15, 2028 and may be adopted on a modified prospective or modified or full retrospective basis.

Early adoption is permitted.

The Company is evaluating the impact of this standard on its financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (“ASU 2025-11”), which clarifies guidance on interim reporting.

ASU 2025-11 is effective for interim periods within annual reporting periods beginning after December 15, 2027 and may be adopted on a prospective or retrospective basis.

Early adoption is permitted.

The Company is evaluating the impact of this standard on its financial statements and related disclosures.

AN2 Therapeutics, Inc.

Notes to Financial Statements — Continued

Fair Value Measurements

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Money market funds

Commercial paper

Short-term investments:

Treasury securities

Commercial paper

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Treasury securities

Corporate debt securities

AN2 Therapeutics, Inc.

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Treasury securities

Commercial paper

Government agency securities

Asset-backed securities

Corporate debt securities

1 unchanged sentence

Treasury securities

Government agency securities

The Company classifies its money market funds and U.S.

1 unchanged sentence

The Company classifies its investments in commercial paper, corporate debt securities, U.S.

government agency securities, U.S.

Treasury securities and asset-backed securities as Level 2 within the fair value hierarchy.

government agency securities and U.S.

Treasury securities as Level 2 within the fair value hierarchy.

The fair values of these investments are estimated by taking into consideration valuations obtained from third-party pricing services.

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In September 2022, the Company received a cost-reimbursement contract award from the NIAID to support preclinical, Phase 1 studies and other activities to enable the advancement of epetraborole into late-stage development for acute systemic melioidosis and other biothreat pathogens.

The Company is eligible to receive up to $ 17.8 million in funding over a total term of 48 months , consisting of a base period and seven option periods.

Under the original award, the Company was eligible to receive up to $ 17.8 million in funding over a total term of 48 months , consisting of a base period and seven option periods.

In July 2023 and May 2024, the NIAID exercised two of seven available options under the NIAID contract (No:

75N93022C00059), resulting in an increase in committed contract funding of $ 0.7 million and $ 3.8 million, respectively, for a cumulative total of $ 8.8 million.

Funding for these options extends the estimated completion of the current contract by 29 months beyond the base period of 18 months to August 2026 .

As of December 31, 2024 , a total of $ 8.8 million of funding for the 18-month base period plus an additional 29 months for a total of 47 months has been committed.

As of December 31, 2024 and 2023 , the Company had recorded a receivable of zero and $ 0.4 million, respectively, which was included in prepaid expenses and other current assets on the balance sheets.

During the years ended December 31, 2024 and 2023 , the Company recorded $ 1.8 million and $ 0.9 million of income under the NIAID contract as a reduction in research and development operating expenses.

In April 2025, the Company entered into a contract modification with NIAID for a $ 0.5 million increase and term extension to an existing NIAID contract option.

In June 2025, as part of a U.S.

government cost efficiency initiative under a 2025 Executive Order, the Company was notified that the NIAID will not exercise certain remaining options under the contract, resulting in a total $ 9.0 million reduction to the $ 18.3 million contract, for a cumulative contract total of $ 9.3 million.

Funding for the exercised options extends the estimated completion of the current contract by 29 months beyond the base period of 18 mont hs to August 2026 .

As of December 31, 2025 , a total of $ 9.3 million of funding has been committed.

As of December 31, 2025 and 2024 , the Company had recorded a receivable of $ 0.5 million and zero , respectively, which was included in prepaid expenses and other current assets on the balance sheets.

During the years ended December 31, 2025 and 2024 , the Company recorded $ 3.4 million and $ 1.8 million, respectively, under the NIAID contract as a reduction in research and development operating expenses.

In September 2022, the Company entered into a subcontract agreement with the UGARF to conduct preclinical activities on behalf of UGARF (“UGARF Agreement”).

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In July 2024, the Company signed an amendment to the UGARF Agreement for additional funding in the amount of $ 0.2 million.

As of December 31, 2024 and 2023 , the Company had recorded a grant receivable of zero and $ 0.6 million, respectively, which was included in prepaid expenses and other current assets on the balance sheets.

During the years ended December 31, 2024 and 2023 , the Company recorded income of $ 0.2 million and $ 1.3 million, respectively, as a reduction in research and development operating expenses under the UGARF agreement.

In September 2023, the Company received a cost-reimbursement contract award from the Bill and Melinda Gates Foundation (“2023 BMGF Agreement”) under which the Company was awarded $ 1.8 million to support the discovery of novel, boron containing small molecules for the treatment of tuberculosis and malaria.

During the years ended December 31, 2025 and 2024 , the Company recorded no income and income of $ 0.2 million, respectively, as a reduction in research and development operating expenses under the UGARF Agreement.

Gates Foundation Grant

In September 2023, the Company received a cost-reimbursement contract award from the Gates Foundation, formerly the Bill and Melinda Gates Foundation (“2023 BMGF Agreement”), under which the Company was awarded $ 1.8 million to support the discovery of novel, boron containing small molecules for the treatment of tuberculosis and malaria.

The Company is required to apply the funds it receives under the 2023 BMGF Agreement solely toward direct costs related to this research program.

The Company received $ 1.0 million of funding in advance and tracks and reports eligible expenses incurred to the BMGF.

The Company received $ 1.0 million of funding in advance and tracks and reports eligible expenses incurred to the Gates Foundation.

In April 2024, the Company received $ 0.8 million in funding, making the grant fully funded.

In September 2024, the Company entered into a second-year continuation cost-reimbursement contract award with the Bill and Melinda Gates Foundation (“2024 BMGF Agreement”) under which the Company was awarded $ 2.0 million to support an early-stage research program focused on delivering novel leads as starting points for new drugs that can be combined to deliver shorter, safer and simpler TB drug regimens.

In September 2024, the Company entered into a second-year continuation cost-reimbursement contract award with the Gates Foundation (“2024 BMGF Agreement”), under which the Company was awarded $ 2.0 million to support an early-stage research program focused on delivering novel leads as starting points for new drugs that can be combined to deliver shorter, safer and simpler TB drug regimens.

The Company is required to apply the funds it receives under the 2024 BMGF Agreement solely toward direct costs related to this research program.

The Company received $ 1.1 million of funding in advance and tracks and reports eligible expenses incurred to the BMGF.

The Company received $ 1.1 million of funding in advance and tracks and reports eligible expenses incurred to the Gates Foundation.

Any unspent funds and any funds spent that have not yet been incurred are recorded as part of other current liabilities on the balance sheets.

As of December 31, 2024 and 2023 , the Company recorded $ 0.8 million and $ 0.7 million, respectively, to other current liabilities on the balance sheets.

During the years ended December 31, 2024 and 2023 , the Company recorded income of $ 1.7 million and $ 0.3 million, respectively, as a reduction in research and development operating expenses under the 2024 and 2023 BMGF Agreements.

In September 2025, the Company entered into a third-year continuation cost-reimbursement contract award with the Gates Foundation, formerly the Bill and Melinda Gates Foundation, (“2025 GF Agreement” ), under which the Company was awarded $ 1.9 million to support an early-stage research program focused on delivering an optimized lead compound for clinical development that can be combined with other compounds to deliver shorter, safer and simpler TB drug regimens.

The Company is required to apply the funds it receives under the 2025 GF Agreement solely toward direct costs related to this research program.

Any unspent funds and any funds spent that have not yet been incurred are recorded as part of other current liabilities on the balance sheets.

AN2 Therapeutics, Inc.

Notes to Financial Statements — Continued

As of December 31, 2025 and 2024 , the Company recorded $ 1.2 million and $ 0.8 million, respectively, to other current liabilities on the balance sheets.

During the year ended December 31, 2025 , the Company recorded income of $ 0.3 million as a reduction in research and development operating expenses under the 2025 GF Agreement.

During the years ended December 31, 2025 and 2024 , the Company recorded income of $ 1.5 million and $ 1.7 million, respectively, as a reduction in research and development operating expenses under the 2024 and 2023 BMGF Agreements.

Collaboration and License Agreements

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Accrued liabilities consist of the following (in thousands):

Accrued clinical trial-related expenses

Accrued research and development-related expenses

Accrued clinical trial-related expenses

Accrued professional services expenses

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During the year ended December 31, 2023, the Company issued and sold 2,502,000 shares of common stock under the ATM Offering, resulting in net proceeds of $ 19.1 million, after deducting commissions and other offering costs.

The Company did not sell any shares of common stock through the ATM Offering during the year ended December 31, 2024.

The Company did no t sell any shares of common stock through the ATM Offering during the years ended December 31, 2025 or 2024.

In August 2023, the Company entered into an Underwriting Agreement with Cowen and Company, LLC, Leerink Partners LLC and Evercore Group L.L.C.

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Stock options, issued and outstanding

Pre-funded warrants

Unvested restricted stock units

Stock options, authorized for future issuance

ESPP, authorized for future issuance

Stock options, authorized for future issuance

AN2 Therapeutics, Inc.

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Each Right entitles the registered holder thereof, after the Rights become exercisable and until August 15, 2025 (or the earlier redemption, exchange or termination of the Rights), to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $ 0.00001 per share (the “Series A Preferred”), of the Company at a price of $ 6.50 per one one-thousandth of a share of Series A Preferred, subject to adjustment.

The Rights are not exercisable until the Distribution Date (as defined in the Rights Agreement”) and the Rights will expire on August 15, 2025 , subject to the Company’s right to extend such date, unless earlier redeemed or exchanged by the Company or terminated.

The Rights are not exercisable until the Distribution Date (as defined in the Rights Agreement”) and the Rights expired on August 15, 2025 , subject to the Company’s right to extend such date, unless earlier redeemed or exchanged by the Company or terminated.

Additional information regarding the Rights Agreement is contained in a Current Report on Form 8-K filed with the SEC.

The adoption of the Shareholder Rights Plan had no impact on the financial position of the Company.

The Shareholder Rights Plan expired on August 15, 2025.

Issuance of Pre-Funded Warrants in Exchange for Common Stock

In June 2025, the Company entered into exchange agreements with certain existing stockholders pursuant to which the stockholders exchanged an aggregate of 2,952,000 shares of the Company’s common stock for Warrants to purchase up to an equivalent number of shares of common stock.

Each Warrant has an exercise price of $ 0.00001 per share and does not have an expiration date.

The Warrants include a beneficial ownership limitation that restricts the holder from exercising any portion of the Warrant to the extent that, following such exercise, the holder would own more than 9.99 % of the Company’s outstanding common stock.

The ownership limitation may be increased by the holder to up to 19.99 % upon 61 days’ prior written notice to the Company.

The exchange transactions were completed pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended, and no cash consideration was received by the Company.

As there was no cash consideration and the exchange involved equity instruments, the transactions were accounted for as an equity-for-equity exchange with no gain or loss recognized.

The Warrants meet the criteria for equity classification under ASC 815-40, because they (i) are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, (ii) are immediately exercisable, (iii) do not embody an obligation for the Company to repurchase its shares, (iv) permit the holders to receive a fixed number of shares of common stock upon exercise, and (v) are indexed to the Company’s common stock.

Accordingly, the transfer of common stock for warrants were recorded in additional paid-in capital within stockholders’ equity.

The Company valued the Warrants at issuance, concluding that the closing stock price on the transaction close dates approximated their fair value.

As of December 31, 2025 , all 2,952,000 shares under Warrants remained outstanding for the purposes of computing earnings per share and the Warrants remain unexercised.

AN2 Therapeutics, Inc.

Notes to Financial Statements — Continued

Equity Incentive Plan and Stock-Based Compensation

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In addition, the number of shares of the Company’s common stock reserved for issuance under the 2022 Plan will automatically increase on January 1 of each year for a period of ten years , beginning on January 1, 2023 and continuing through January 1, 2032, in an amount equal to (1) 4 % of the total number of shares of the Company’s common stock outstanding on December 31 of the immediately preceding year, or (2) a lesser number of shares determined by the Company's board of directors no later than December 31 of the immediately preceding year.

Accordingly, effective January 1, 2024, the number of shares in the 2022 Plan increased by 1,189,657 shares, representing 4 % of the prior year end’s common stock outstanding .

Accordingly, effective January 1, 2025, the number of shares in the 2022 Plan increased by 1,196,785 shares, representing 4 % of the prior yearend’s common stock outstanding .

The maximum number of shares of the Company's common stock that may be issued on the exercise of stock options or vesting of RSUs and RSAs under the 2022 Plan is 13,271,760 shares.

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As of December 31, 2025 , 783,106 shares of common stock remained available for future issuance under the 2022 Plan.

AN2 Therapeutics, Inc.

Notes to Financial Statements — Continued

ISOs granted to newly hired employees under the 2022 Plan generally vest 25 % after the completion of 12 months of service, and the balance vests in equal monthly installments over the next 36 months of service and expire ten years from the grant date, unless subject to provisions regarding 10% stockholders.

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General and administrative expenses

AN2 Therapeutics, Inc.

Notes to Financial Statements — Continued

Valuation of Stock Options

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The simplified method deems the term to be the average of the time-to-vesting and the contractual term of the stock-based awards.

• Expected Volatility—Since the Company has limited trading history for its common stock, the expected volatility is based on the average volatility for comparable publicly traded biotechnology companies over a period equal to the expected term of the stock option grants.

• Expected Volatility—Through November 2025, the Company used an average historical stock price volatility of a peer group of comparable publicly traded companies in biotechnology and pharmaceutical-related industries to be representative of its expected future stock price volatility, as the Company had limited trading history for its common stock.

Beginning in December 2025, after sufficient historical trading data of the Company’s own common stock on the Nasdaq Global Market became available, the Company adopted a blended volatility methodology that combines its historical volatility with that of a peer group, weighing the volatility of its peer group for the amount of time prior to the March 2022 IPO so that the blended volatility term equals the expected term of the related stock-based award.

The comparable companies were chosen based on their similar size, stage in the life cycle and area of specialty.

For each grant, historical volatility is measured over a period equivalent to the expected term.

• Risk-Free Interest Rate—The risk-free interest rate is based on the U.S.

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Expected dividend yield

AN2 Therapeutics, Inc.

Notes to Financial Statements — Continued

Stock Option Activity

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Exercisable as of December 31, 2025

AN2 Therapeutics, Inc.

Notes to Financial Statements — Continued

As of December 31, 2025 , there was unrecognized stock-based compensation expense of $ 4.0 million related to unvested stock options which the Company expects to recognize over a weighted-average period of 1.8 years.

Forfeited/expired options includes 77,379 prior forfeitures now expected to vest due to modifications related to the 2024 workforce reduction.

Weighted-average grant-date fair value of the options granted during the year ended December 31, 2025 was $ 0.97 per share.

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As of December 31, 2025 , there was unrecognized stock-based compensation expense of $ 0.9 million related to unvested restricted stock units which the Company expects to recognize over a weighted-average period of 2.3 years.

RSAs entitle the holder to receive shares of the Company’s common stock upon vesting.

The fair value of RSAs is based upon the closing sales price of the Company’s common stock on the grant date.

A summary of the RSA activity is as follows:

Number of Units

Weighted-Average

Grant Date Fair Value

Unvested at December 31, 2023

Vested and released

Unvested at December 31, 2024

AN2 Therapeutics, Inc.

Notes to Financial Statements — Continued

As of December 31, 2024 , there was no unrecognized stock-based compensation expense related to unvested restricted stock awards.

Liability for Early Exercise of Stock Options

The Company’s 2017 Plan permitted early exercise of certain stock options prior to vesting to certain directors, officers, and employees.

Any shares issued pursuant to unvested options are restricted and subject to repurchase by the Company until the conditions for vesting are met.

The amounts paid for shares purchased under an early exercise of stock options and subject to repurchase by the Company are reported as options subject to repurchase, short and long-term on the balance sheet and is reclassified to common stock and additional paid-in capital as such shares vest.

Upon termination of employment of an option-holder, the Company has the right to repurchase, at the original purchase price, any unvested options.

As of December 31, 2024, and 2023, there were none and 5,040 unvested common shares outstanding that were issued upon the early exercise of stock options prior to the vesting of the underlying shares which are subject to repurchase by the Company at the original issuance price upon termination of the stockholders’ services.

The right to repurchase these shares generally lapses with respect to 25 % of the shares underlying the option after one year of service to the Company and 1/48 th of the shares underlying the original grant per month for 36 months thereafter.

The shares purchased by the option-holders pursuant to the early exercise of stock options are not deemed, for accounting purposes, to be issued until those shares vest.

As of December 31, 2023, the Company recorded an insignificant amount of liabilities associated with the cash received for shares issued subject to repurchase rights, recorded within the options subject to repurchase, short-term, and options subject to repurchase, long-term on the Company’s balance sheets.

Forfeited RSUs includes 51,840 prior forfeitures now expected to vest due to modifications related to the 2024 workforce reduction.

2022 Employee Stock Purchase Plan

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As of December 31, 2025 , 775,882 shares of common stock remained available for issuance under the ESPP.

During the years ended December 31, 2024 and 2023 , the Company recognized $ 0.1 million and $ 0.2 million, respectively, in stock-based compensation expense related to the ESPP.

The Company is liable for income taxes in the United States.

During the years ended December 31, 2025 and 2024 , the Company recognized zero and $ 0.1 million, respectively, in stock-based compensation expense related to the ESPP.

The Company is liable for income taxes in the U.S.

For the years ended December 31, 2025 and 2024 , the Company did not have any income for income tax purposes and therefore, no tax liability or expense has been recorded in these financial statements.

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Notes to Financial Statements — Continued

The provision for income taxes differs from the tax expense that would result by applying the statutory federal income tax rate to loss before taxes due to the following (in thousands):

The reconciliation of the effective income tax rate to the U.S.

statutory rate is as follows (in thousands):

Federal tax benefit at statutory rate

State tax benefit at statutory rate, net of federal tax benefit

Change in valuation allowance

State and local income taxes, net of federal tax effect (a)

Changes in valuation allowance

Research and development tax credits

Provision for income taxes

The following table reflects the effective income tax rate reconciliation for the years ended December 31, 2024 and 2023:

Nontaxable or nondeductible items

Changes in unrecognized tax benefit

Effective Tax Rate

(a) The Company’s state income tax benefit for the current period is primarily attributable to California, which represents the Company’s principal state tax jurisdiction.

The following table presents the required disclosures prior to our adoption of ASU 2023-09 and reconciles the U.S.

federal statutory income tax rate to the actual global effective income tax rate for the year ended December 31, 2024:

Statutory rate

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Change in valuation allowance

Effective Tax Rate

Recognition of deferred tax assets is appropriate when realization of such assets is more likely than not.

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deferred tax assets.

The valuation allowance increased by $ 16.3 million from December 31, 2023 to December 31, 2024 due to generation of current year net operating losses, capitalization of research and development costs, and research and development credits claimed.

The valuation allowance decreased by $ 2.4 million from December 31, 2024 to December 31, 2025 due to reduction in historical state net operating losses.

Deferred income taxes reflect the net tax effects of losses, credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

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The state tax credit carryforwards do not expire.

Utilization of the net operating loss carryforwards is subject to an annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions.

AN2 Therapeutics, Inc.

Notes to Financial Statements — Continued

A Section 382 ownership change generally occurs if one or more stockholders or groups of stockholders who own at least 5% of our stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period.

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Balance at beginning of year

Additions related to prior year positions

Additions related to current year positions

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and state taxing authorities to which the Company is subject.

The Company did no t have any significant income taxes paid or refunds received from any jurisdiction for the years ended December 31, 2025 or 2024 .

Net Loss Per Share

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Net loss per share attributable to common stockholders, basic and diluted

AN2 Therapeutics, Inc.

Notes to Financial Statements — Continued

Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive.

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Unvested RSUs

Early exercised common stock subject to future vesting

ESPP authorized for future issuance

AN2 Therapeutics, Inc.

Notes to Financial Statements — Continued

Estimated shares issuable under the ESPP

In June 2025, the Company entered into exchange agreements with certain existing stockholders to exchange 2,952,000 shares of the Company’s common stock for Warrants for an equivalent number of shares of common stock at a nominal exercise price of $ 0.00001 per share.

The shares of common stock into which the Warrants may be exercised are considered outstanding for the purposes of computing earnings per share because the shares may be issued for little or no consideration, they are fully vested and the Warrants are immediately exercisable upon their issuance date.

Restructuring Charges

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The determination of a single operating segment is consistent with the financial information regularly provided to the Company’s chief operating decision maker (the “CODM”).

The CODM assesses performance for the single segment and decides how to allocate resources based on net loss that also is reported on the statements of operations and comprehensive loss.

The Company's chief executive officer , who is the CODM, assesses performance for the single segment and decides how to allocate resources based on net loss that also is reported on the statements of operations and comprehensive loss.

The monitoring of budgeted versus actual results are used in assessing performance of the segment, and making operating decisions, allocating resources, and planning and forecasting for future periods.

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In addition to the significant expense categories included within net loss presented on the statements of operations and comprehensive loss, see below for disaggregated amounts that comprise research and development expenses:

Year Ended December 31,

External research and development expenses:

Other external research and development (1)

Clinical trials expenses

Consulting and outside services

Other external research and development (1)

Total external research and development expenses

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(1) Chemistry manufacturing controls, research and preclinical studies and other miscellaneous expenses.

AN2 Therapeutics, Inc.

Notes to Financial Statements — Continued

Related Party Transactions

During the year ended December 31, 2025, other than the addition of an existing stockholder who participated in the pre-funded warrant transaction as disclosed in Note 8, there were no additional material related party transactions.

During the year ended December 31, 2024 , there were no material related party transactions .

Subsequent Events

On March 8, 2026, the Company entered into a Securities Purchase Agreement with certain investors to sell through a private placement 8,245,611 shares of common stock at a price of $ 2.85 per share and pre-funded warrants to purchase up to 5,789,473 shares of common stock at a purchase price of $ 2.84999 per pre-funded warrant, resulting in aggregate gross proceeds of $ 40.0 million before deducting the placement agent’s fees and other offering expenses and excluding any proceeds the Company may receive upon exercise of the pre-funded warrants (the “Private Placement”.) The Private Placement closed on March 10, 2026 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures