The following discussion and analysis of our financial condition as of September 30, 2022 and results of operations for the three and nine months ended September 30, 2022 and 2021 should be read in conjunction with our condensed financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q ("Form 10-Q") and the audited financial statements for the year ended December 31, 2021 included in our other SEC filings, including the Company's final prospectus filed with the U.S. Securities and Exchange Commission ("SEC") pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on March 24, 2022 and related exhibits. Except as otherwise indicated herein or as the context otherwise requires, references in this Form 10-Q to "AN2" "the Company," "we," "us" and "our" refer to AN2 Therapeutics, Inc.

This discussion and analysis and other parts of this Form 10-Q contain forward-looking statements based upon current beliefs, plans and expectations related to future events and our future financial performance that involve risks, uncertainties and assumptions, such as statements regarding our intentions, plans, objectives and expectations for our business. Our actual results and the timing of selected events could differ materially from those described in or implied by these forward-looking statements as a result of several factors, including those set forth under "Risk Factors" in Part II, Item 1A of this Form 10-Q. See also the section titled "Special Note Regarding Forward-Looking Statements."

Overview

We are a clinical-stage biopharmaceutical company developing treatments for rare, chronic, and serious infectious diseases with high unmet needs. Our initial product candidate is epetraborole, a once-daily, oral treatment for patients with non-tuberculous mycobacterial ("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. Epetraborole has broad spectrum antimycobacterial activity through inhibition of an essential and universal step in bacterial protein synthesis. Its novel mechanism of action is enabled by boron chemistry, our core technology approach. We have recently initiated patient enrollment in a pivotal Phase 2/3 clinical trial in treatment-refractory mycobacterium avium complex ("MAC") lung disease, which is the most common type of NTM lung disease. Data from our completed Phase 1b dose-ranging study of epetraborole administered orally for 28 days in healthy volunteers in Australia (EBO-101), the completed Phase 1 safety and pharmacokinetic study in healthy volunteers in Japan (EBO-103), and data from our two nonclinical chronic toxicology studies (six-month rats and nine-month non-human primates) have informed our selection of a 500 mg once-daily dose for our pivotal Phase 2/3 clinical trial in treatment-refractory MAC lung disease patients. Based on feedback from the U.S. Food and Drug Administration ("FDA") and the Pharmaceuticals and Medical Devices Agency ("PMDA"), we believe our pivotal Phase 2/3 clinical trial design has the potential to be sufficient for regulatory approval in the United States and Japan. Enrollment is ongoing in the Company's pivotal Phase 2/3 clinical trial evaluating once-daily, oral epetraborole for treatment-refractory MAC lung disease, the most common form of nontuberculous mycobacterial (NTM) lung disease. The Company expects to complete enrollment in the Phase 2 part of the pivotal Phase 2/3 clinical trial in mid-2023 and plans to seamlessly begin enrollment of the Phase 3 portion of the trial immediately thereafter. We expect to announce top-line data for each of the Phase 2 and Phase 3 portions of the trial approximately nine months after the completion of enrollment in each respective portion of the trial. We also received Fast Track designation by the FDA to investigate epetraborole for treatment-refractory MAC lung disease. Epetraborole has also been designated as a Qualified Infectious Disease Product ("QIDP") for treatment-refractory MAC lung disease by the FDA and has received orphan drug designation from the FDA and orphan medicinal product designation from the European Commission for the treatment of NTM lung disease. We met with the PMDA and gained alignment on the use of a microbiological primary endpoint to support registration in Japan. We recently completed a Phase 1 safety and pharmacokinetics study of oral epetraborole in healthy volunteers in Japan (EBO-103), which confirmed the appropriateness of the 500 mg once-a-day oral dose for Japanese subjects and subjects with different ADH1B genotypes, and are planning to include Japanese patients in the pivotal Phase 2/3 clinical trial. We expect that the data from the ongoing pivotal Phase 2/3 clinical trial of oral epetraborole for treatment-refractory MAC lung disease, if positive, will serve as the basis for the application for marketing approval in Japan. NTM prevalence in Japan is the highest in the world and is considered a high unmet need as well as a major market opportunity for epetraborole. Based on clinical and preclinical data generated with epetraborole, its novel mechanism of action, and the convenience associated with once-daily, oral dosing, we believe that epetraborole has the potential to become an important component of a multi-drug treatment regimen for patients suffering from NTM lung disease.




                                       25


--------------------------------------------------------------------------------

Since launching operations in November 2019, we have devoted substantially all of our resources to developing our initial product candidate. We have incurred significant operating losses to date. We expect that our operating expenses will increase significantly as we advance our current and future product candidates through preclinical, nonclinical and clinical development, seek regulatory approval, and prepare for and, if approved, proceed to commercialization; acquire, discover, validate, and develop additional product candidates; obtain, maintain, protect, and enforce our intellectual property portfolio; and hire additional personnel. In addition, we expect to incur additional costs associated with operating as a public company.

We do not have any products approved for sale and have not generated any revenue since inception. Our net losses were $29.1 million and $14.0 million for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, we had an accumulated deficit of $77.9 million. We have funded our operations from the sale and issuance of redeemable convertible preferred stock and proceeds from our initial public offering ("IPO"). In March 2021, we raised an aggregate of $80.0 million from the sale of Series B redeemable convertible preferred stock. From November 2019 through October 2020, we raised an aggregate of $12.0 million from the sale of Series A redeemable convertible preferred stock. In March and April 2022, we completed our IPO and a subsequent exercise by the underwriters of an option to purchase additional shares, with gross proceeds of $79.4 million and net proceeds of $70.4 million, net of underwriting discounts, commissions and offering expenses.

As of September 30, 2022, we had cash, cash equivalents and short-term investments of $104.4 million. We believe that our available cash will be sufficient to fund our planned operations for at least 12 months following the date of this Form 10-Q.

Our ability to generate product revenue will depend on the successful development, regulatory approval and eventual commercialization of one or more of our product candidates. Until such time as we can generate revenue from our product sales, if ever, we expect to finance our operations through private or public equity or debt financings, collaborative or other arrangements with corporate sources, non-dilutive financing, or through other sources of financing. Adequate funding may not be available to us on acceptable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, scale back, or discontinue the development and commercialization of our product candidates.

We plan to continue to use third-party service providers, including outside research laboratories, clinical research organizations ("CROs"), and contract manufacturing organizations ("CMOs"), to carry out our preclinical, nonclinical, and clinical development, and to manufacture and supply the materials to be used during the development and commercialization of our product candidates. We do not currently have a sales force. If epetraborole is approved for the treatment of NTM lung disease, we intend to hire and deploy a specialty sales force, which will increase our operating costs.

Components of Our Operating Results

Operating Expenses

Research and Development Expenses

Substantially all of our research and development expenses consist of expenses incurred in connection with the development of our initial product candidate. These expenses include fees incurred under arrangements with third parties, including CROs, CMOs, preclinical and nonclinical testing organizations, and academic and non-profit institutions. Research and development expenses also include consulting fees, license fees, payroll, and personnel-related expenses, including salaries and bonuses, payroll taxes, employee benefit costs, and non-cash stock-based compensation for our research and development employees. We expense both internal and external research and development expenses as they are incurred.

Costs are not tracked on a project-by-project basis, because substantially all of our research and development resources to date are focused primarily on our lead drug product candidate, epetraborole. Our research and development costs include internal costs, such as payroll and other personnel expenses, and external costs, such as license payments and fees paid to third parties to conduct research and development activities on our behalf.




                                       26


--------------------------------------------------------------------------------

We expect our research and development expenses to increase substantially in the future, as we advance epetraborole and any future products into and through additional clinical trials and pursue regulatory approval. The process of conducting the necessary clinical studies to obtain regulatory approval is costly and time-consuming. Clinical studies generally become larger and more costly to conduct as they advance into later stages and we are required to make estimates for expense accruals related to clinical study expenses, which involve a degree of estimation. The successful development of our product candidates is highly uncertain. The actual probability of success for our product candidates may be affected by a variety of risks and uncertainties associated with drug development, including those set forth in the section of this Form 10-Q titled "Risk Factors." At this time, we cannot reasonably estimate the nature, timing, or costs required to complete the remaining development of our current or any future product candidates. As a result of these uncertainties, we are unable to determine the duration and completion costs of our research and development projects or when and to what extent we will generate revenue from the commercialization and sale of our product candidates.

General and Administrative Expenses

Our general and administrative expenses consist primarily of payroll and personnel-related expenses, including salaries and bonuses, payroll taxes, employee benefit costs, and non-cash stock-based compensation. Other general and administrative expenses include legal costs of pursuing patent protection of our intellectual property, and professional service fees for auditing, tax, general legal services, and other external consulting and vendor services. We expect our general and administrative expenses to continue to increase in the future as we increase our headcount, expand our operating activities, prepare for potential commercialization of our current and future product candidates, and support our operations as a public company, including increased expenses related to legal, accounting, regulatory, and tax-related services associated with maintaining compliance with requirements of Nasdaq Stock Market LLC and the SEC, directors and officers liability insurance premiums and investor relations activities.

Interest Income

Interest income consists of interest income and investment income earned on our cash, cash equivalents and investments.

Other Expense

Other expense consists of expense associated with foreign currency fluctuations.

Results of Operations

Comparison of the Three Months Ended September 30, 2022 and 2021



The following table sets forth the significant components of our results of
operations:

                                           Three Months Ended
                                              September 30,
                                            2022          2021        Change      % Change
                                                 (in thousands, except percentages)
Operating Expenses:
Research and development                 $    7,428     $  5,345     $  2,083            39 %
Research and development-related party        1,000            -        1,000             *
General and administrative                    3,342        1,587        1,755           111 %
Total operating expenses                     11,770        6,932        4,838            70 %
Loss from operations                        (11,770 )     (6,932 )     (4,838 )          70 %
Interest income                                 466           25          441             *
Other income (expense)                          (35 )        (36 )          1            -3 %
Net loss                                 $  (11,339 )   $ (6,943 )   $ (4,396 )          63 %
*Change not meaningful





                                       27

--------------------------------------------------------------------------------

Research and Development Expenses

Research and development expenses, including related-party research and development expenses, were $8.4 million for the three months ended September 30, 2022 compared to $5.3 million for the three months ended September 30, 2021. The increase of $3.1 million was primarily due to increases in related-party license fees, personnel-related expenses, clinical trial costs and outside services and consultants expenses, partially offset by lower outside research and toxicology study costs. Related-party license fees increased by $1.0 million as a result of the milestone payment made related to the enrollment of our first patient in our pivotal Phase 2/3 clinical trial to Anacor. Personnel-related costs increased by $0.9 million, as a direct result of our increased research and development headcount. Costs related to clinical trials and services increased by $0.9 million, offset by decreases in toxicology and research study costs of $0.5 million. Outside services and consultants increased by $0.5 million for clinical trial activities, preclinical testing, regulatory and manufacturing costs. Facility-related expenses, including rent, utilities and information technology expenses, increased by $0.3 million to support our increased headcount.



The following table shows our research and development expenses by type of
activity:

                                                        Three Months Ended
                                                           September 30,
                                                         2022          2021       Change
                                                          (in thousands)

Clinical, nonclinical and preclinical expenses $ 5,194 $ 3,843 $ 1,351 Chemistry Manufacturing and Controls (CMC) expenses 1,411 1,269 142 Regulatory and other expenses

                                823          233         590
Research and development-related party                     1,000            -       1,000
Total research and development expenses               $    8,428      $ 5,345     $ 3,083

General and Administrative Expenses

General and administrative expenses were $3.3 million for the three months ended September 30, 2022 compared to $1.6 million for the three months ended September 30, 2021. The increase of $1.7 million was primarily attributable to a $1.0 million increase in personnel-related costs as we expanded our headcount, a $0.8 million increase in insurance and other expenses, and a $0.2 million increase in consulting and outside services to support our ongoing operations. These increases were partially offset by a $0.3 million decrease in professional services expenses due to preparatory activities for our IPO in 2021.

Comparison of the Nine Months Ended September 30, 2022 and 2021



The following table sets forth the significant components of our results of
operations:

                                            Nine Months Ended
                                              September 30,
                                           2022          2021         Change       % Change
                                                 (in thousands, except percentages)
Operating Expenses:
Research and development                 $  19,759     $  10,844     $   8,915            82 %
Research and development-related party       1,000           250           750             *
General and administrative                   9,027         2,886         6,141           213 %
Total operating expenses                    29,786        13,980        15,806           113 %
Loss from operations                       (29,786 )     (13,980 )     (15,806 )         113 %
Interest income                                721            42           679             *
Other income (expense)                         (49 )         (60 )          11           -18 %
Net loss                                 $ (29,114 )   $ (13,998 )   $ (15,116 )         108 %
*Change not meaningful





                                       28

--------------------------------------------------------------------------------

Research and Development Expenses

Research and development expenses, including related-party research and development expenses, were $20.8 million for the nine months ended September 30, 2022 compared to $11.1 million for the nine months ended September 30, 2021. The increase of $9.7 million was primarily due to increases in clinical trial expenses, personnel-related expenses and expenses related to outside services, consultants, related-party license fees, and facilities. Costs related to clinical trials and services increased by $4.6 million, partially offset by decreases in costs related to and chemical manufacturing of $0.3 million, research studies of $0.3 million and toxicology of $0.1 million. Personnel-related costs increased by $3.1 million, as a direct result of our increased research and development headcount. Costs related to outside services and consultants increased by $1.3 million for clinical trial activities, development, regulatory and manufacturing costs. Related-party license fees increased by $0.8 million. Facility-related expenses, including rent, utilities and information technology expenses, increased by $0.5 million to support our increased headcount. Professional services expenses increased by $0.1 million.



The following table shows our research and development expenses by type of
activity:

                                                        Nine Months Ended
                                                          September 30,
                                                        2022          2021       Change
                                                          (in thousands)

Clinical, nonclinical and preclinical expenses $ 14,754 $ 7,560 $ 7,194 Chemistry Manufacturing and Controls (CMC) expenses 2,979 2,951 28 Regulatory and other expenses

                             2,026          333       1,693
Research and development-related party                    1,000          250         750
Total research and development expenses               $  20,759     $ 11,094     $ 9,665

General and Administrative Expenses

General and administrative expenses were $9.0 million for the nine months ended September 30, 2022 compared to $2.9 million for the nine months ended September 30, 2021. The increase of $6.1 million was primarily attributable to a increases of $3.0 million in personnel-related costs as we expanded our headcount, $1.5 million in insurance and other expenses, $0.9 million in outside services for professional services to support our ongoing operations and $0.7 million in professional services expenses.

Liquidity and Capital Resources

Sources of Liquidity

From our inception through September 30, 2022, we have funded our operations through our IPO and private placements of our redeemable convertible preferred stock and have raised net cash proceeds of $70.4 million and $91.6 million from our IPO (including the exercise of the underwriter's overallotment option) and the issuance of our redeemable convertible preferred stock, respectively. Key financing milestones include the following:

In November 2019, we raised net cash proceeds of $8.1 million from issuance of our Series A redeemable convertible preferred stock.

In January and March 2020, we raised net cash proceeds of $0.2 million from issuance of our Series A redeemable convertible preferred stock.

In October 2020, we raised net cash proceeds of $3.6 million from additional issuances of our Series A redeemable convertible preferred stock.

In March 2021, we raised net cash proceeds of $79.7 million from issuance of our Series B redeemable convertible preferred stock.

In March 2022, we raised net cash proceeds of $60.9 million from our IPO.




                                       29


--------------------------------------------------------------------------------

In April 2022, we raised net cash proceeds of $9.5 million from the exercise of the underwriter's option to purchase additional shares.

Future Funding Requirements

We have incurred net losses since our inception. For the nine months ended September 30, 2022 and 2021, we had net losses of $29.1 million and $14.0 million, respectively, and we expect to incur substantial additional losses in future periods. As of September 30, 2022, we had an accumulated deficit of $77.9 million. As of September 30, 2022, we had cash, cash equivalents and short-term investments of $104.4 million. Based on our current business plan, we believe that our available cash will be sufficient to fund our planned operations for at least 12 months following the date of this Form 10-Q.

We do not have any products approved for sale, and we have never generated any revenue from contracts with customers. We do not expect to generate any meaningful revenue unless and until we obtain regulatory approval for and commercialize any of our current and future product candidates and we do not know when, or if, those events will occur. Historically, we have incurred operating losses and negative cash flows as a result of ongoing efforts to develop our lead drug product candidate, epetraborole, including conducting ongoing preclinical and nonclinical studies, clinical trials, clinical trial materials manufacturing, and providing general and administrative support for these operations. We expect our negative cash flows to increase significantly over the next several years as we advance epetraborole and any future product candidates through clinical development, seek regulatory approval, prepare for and, if approved, proceed to commercialization, and continue our research and development efforts. We are subject to all the risks typically related to the development of new product candidates, and we may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that may adversely affect our business. Moreover, we expect to incur additional costs associated with operating as a public company. We anticipate that we will need substantial additional funding in connection with our continuing operations, as we do not expect positive cash flows from operations in the foreseeable future.

Until we can generate a sufficient amount of revenue from the commercialization of our product candidates, if ever, we expect to finance our future cash needs through public or private equity offerings or debt financings. Additional capital may not be available on reasonable terms, if at all. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may have to significantly delay, scale back or discontinue the development or commercialization of one or more of our current or future product candidates. If we raise additional funds by issuing equity or convertible debt securities, it could result in dilution to our existing stockholders and increased fixed payment obligations. In addition, as a condition to providing additional funds to us, future investors may demand, and may be granted, rights superior to those of existing stockholders. If we incur indebtedness, we could become subject to covenants that would restrict our operations and potentially impair our competitiveness, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. Additionally, any future collaborations we enter into with third parties may provide capital in the near term but we may have to relinquish valuable rights to our product candidates or grant licenses on terms that are not favorable to us. Any of the foregoing could significantly harm our business, financial condition and prospects.

We have based our projections of operating capital requirements on assumptions that may prove to be incorrect and we may use all our available capital resources sooner than we expect. Because of the numerous risks and uncertainties associated with research, development and commercialization of product candidates, we are unable to estimate the exact amount of our operating capital requirements. Our future capital requirements depend on many factors, including:

the scope, timing, rate of progress, results, and costs of our preclinical and nonclinical development activities and clinical trials for our current and future product candidates;

the timing of, and the costs involved in, obtaining regulatory approvals for our drug product candidates;

the scope and costs of development and commercial manufacturing activities;

the number and characteristics of any additional product candidates we develop or acquire;




                                       30


--------------------------------------------------------------------------------

the cost of manufacturing our product candidates that we successfully commercialize;

the cost of building a specialty sales force in anticipation of product commercialization;

the cost of commercialization activities, including building a commercial infrastructure, marketing, sales, and distribution costs;

our ability to maintain existing, and establish new strategic collaborations, licensing, or other arrangements and the financial terms of any such agreements, including the timing and amount of any future milestone, royalty, or other payments due under any such agreement;

any product liability or other lawsuits related to our products;

the expenses needed to attract, hire, and retain skilled personnel;

our implementation of operational, financial, and management systems;

the ongoing costs associated with being a public company;

the costs involved in preparing, filing, prosecuting, maintaining, defending, and enforcing our intellectual property portfolio; and

the timing, receipt, and amount of sales of any future approved products, if any.

A change in the outcome of any of these or other variables with respect to the development of any of our current and future product candidates could significantly change the costs and timing associated with the development of that product candidate. Furthermore, our operating plans may change in the future, and we will continue to require additional capital to meet operational needs and capital requirements associated with such operating plans. Any future debt financing into which we enter may impose upon us additional covenants that restrict our operations, including limitation on our ability to incur liens or additional debt, pay dividends, repurchase our common stock, make certain investments or engage in certain merger, consolidation or asset sale transactions. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders.

Adequate funding may not be available to us on acceptable terms or at all. Our failure to raise capital as and when needed could have a negative impact on our financial condition and ability to pursue our business strategies. If we are unable to raise additional funds when needed, we may be required to delay, reduce or terminate some or all of our development programs and clinical trials or we may also be required to terminate rights to our current and future product candidates. If we are required to enter into collaborations and other arrangements to supplement our funds, we may have to give up certain rights that limit our ability to develop and commercialize our product candidates or may have other terms that are not favorable to us or our stockholders, which could materially affect our business and financial condition.

See the section of this Form 10-Q titled "Risk Factors" for additional risks associated with our substantial capital requirements.

© Edgar Online, source Glimpses