ANAB 8-K/A
Anaptysbio, Inc (ANAB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
On April 20, 2026 (the “Distribution Date”) at 12:01 a.m., New York City time, AnaptysBio, Inc. (the “Company”) completed the previously announced separation (the “Spin-Off”) of First Tracks Biotherapeutics, Inc. (“First Tracks Biotherapeutics”) from the Company. The Spin-Off of First Tracks Biotherapeutics was achieved through the Company’s pro rata distribution of all of the outstanding shares of common stock of First Tracks Biotherapeutics to holders of record of the Company’s common stock. Each holder of record of the Company’s common stock received one share of First Tracks Biotherapeutics’ common stock for every one share of Company common stock held on April 6, 2026, the record date for the distribution. On April 20, 2026, First Tracks Biotherapeutics’ shares of common stock began trading on the Nasdaq Stock Market LLC under the ticker symbol “TRAX.”
Unaudited pro forma financial information included in this Amendment No. 1 to the Original Form 8-K has been presented to illustrate the estimated effects of the Spin-Off and is not necessarily indicative of the results of operations that the Company would have achieved had the Spin-Off been completed as of the dates indicated or of the results that may be obtained in the future.
| Item 9.01 | Financial Statements and Exhibits. |
| (b) | Pro Forma Financial Information |
The following unaudited pro forma financial information of the Company is filed as Exhibit 99.1 to this Amendment No. 1 to the Original Form 8-K and is incorporated herein by reference.
| • | Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2025 |
| • | Unaudited Pro Forma Condensed Consolidated Statements of Operations for each of the three years ended December 31, 2025, 2024 and 2023 |
| • | Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Unaudited Pro Forma Consolidated Financial Information of AnaptysBio, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 24, 2026
| ANAPTYSBIO, INC. | ||
| By: | /s/ Dan Faga | |
| Dan Faga | ||
| President and Chief Executive Officer | ||
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
Spin-Off of First Tracks Biotherapeutics
On April 20, 2026 (the “Distribution Date”), AnaptysBio, Inc. (the “Company” or “AnaptysBio”) completed the separation of its biopharma operations by means of a spin-off (the “Spin-Off”) into a new, independent public company, First Tracks Biotherapeutics, Inc. (“First Tracks”).
Unaudited Pro Forma Condensed Consolidated Financial Information
The following unaudited pro forma condensed consolidated financial statements as of and for the year ended December 31, 2025, and for each of the years ended December 31, 2024, and 2023, reflect adjustments to the Company’s historical financial results related to the:
| • | Spin-Off and related events. The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2025 gives effect to the Spin-Off and related events as if they occurred on January 1, 2025. The unaudited pro forma condensed consolidated balance sheet as of December 31, 2025 gives effect to the Spin-Off and related events as if they occurred on December 31, 2025, the Company’s latest balance sheet date. |
| • | First Tracks Discontinued Operations. The unaudited pro forma condensed consolidated financial statements reflect the reclassification of First Tracks as Discontinued Operations for all periods presented. |
The unaudited pro forma condensed consolidated financial statements were prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed consolidated financial statements (i) are presented based on information currently available, (ii) are intended for informational purposes only, (iii) are not necessarily indicative of and do not purport to represent what the Company’s operating results would have been had the Spin-Off and related events occurred as described or what the Company’s future operating results will be after giving effect to these events, and (iv) do not reflect all actions that may be undertaken by the Company after the Spin-Off.
The unaudited pro forma condensed consolidated financial statements and the accompanying notes should be read together with:
| • | The audited consolidated financial statements, the accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations of AnaptysBio as of and for the year ended December 31, 2025 in AnaptysBio’s Annual Report on Form10-K for the year ended December 31, 2025. |
| • | First Tracks audited annual combined financial statements, the accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in First Track’s Registration Statement on Form 10 filed with the SEC on March 3, 2026 and most recently amended on March 27, 2026. |
In the enclosed unaudited pro forma condensed consolidated statements of operations and unaudited pro forma condensed consolidated balance sheet, the amounts reflected in the columns presented are described below:
Historical AnaptysBio, Inc.
This column reflects the Company’s historical financial statements for the periods presented and does not reflect any adjustments related to the Spin-Off and related events.
The historical consolidated statements of operations for each of the years ended December 31, 2025, 2024 and 2023 were derived from the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2025.
First Tracks Discontinued Operations
The unaudited pro forma financial information related to First Tracks Discontinued Operations has been prepared in accordance with the discontinued operations guidance in Accounting Standards Codification 205, “Financial Statement Presentation” (“ASC 205”) and therefore does not reflect what AnaptysBio or First Tracks’s results of operations would have been on a stand-alone basis, and are not necessarily indicative of AnaptysBio or First Tracks’s future results of operations.
Transaction Accounting Adjustments
The unaudited pro forma condensed consolidated financial statements as of and for the year ended December 31, 2025 reflect additional pro forma adjustments.
AnaptysBio, Inc,
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2025
(in thousands, except par value)
| Historical AnaptysBio, Inc. |
First Tracks Biotherapeutics, Inc. Discontinued Operations (A) |
Transaction Accounting Adjustments |
Pro Forma AnaptysBio, Inc. Continuing Operations |
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| ASSETS |
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| Current assets: |
||||||||||||||||
| Cash and cash equivalents |
$ | 238,196 | $ | — | $ | (100,000 | ) (B) | $ | 138,196 | |||||||
| Receivables from collaborative partners |
33,850 | — | — | 33,850 | ||||||||||||
| Short-term investments |
73,442 | — | — | 73,442 | ||||||||||||
| Prepaid expenses and other current assets |
4,762 | (4,762 | ) | — | — | |||||||||||
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| Total current assets |
350,250 | (4,762 | ) | (100,000 | ) | 245,488 | ||||||||||
| Property and equipment, net |
1,370 | (1,370 | ) | — | — | |||||||||||
| Operating lease right-of-use assets |
12,519 | — | — | 12,519 | ||||||||||||
| Other long-term assets |
256 | — | — | 256 | ||||||||||||
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| Total assets |
$ | 364,395 | $ | (6,132 | ) | $ | (100,000 | ) | $ | 258,263 | ||||||
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| LIABILITIES AND STOCKHOLDERS’ EQUITY |
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| Current liabilities: |
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| Accounts payable |
$ | 3,871 | $ | — | $ | — | $ | 3,871 | ||||||||
| Accrued expenses |
32,674 | — | 47,354 | (C)(D)(E) | 80,028 | |||||||||||
| Current portion of operating lease liability |
2,080 | — | — | 2,080 | ||||||||||||
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| Total current liabilities |
38,625 | — | 47,354 | 85,979 | ||||||||||||
| Liability related to sale of future royalties |
276,528 | — | — | 276,528 | ||||||||||||
| Operating lease liability, net of current portion |
12,032 | — | — | 12,032 | ||||||||||||
| Stockholders’ equity: |
||||||||||||||||
| Common stock |
28 | — | — | 28 | ||||||||||||
| Additional paid in capital |
809,765 | — | — | 809,765 | ||||||||||||
| Accumulated other comprehensive loss |
(24 | ) | — | — | (24 | ) | ||||||||||
| Accumulated deficit |
(772,559 | ) | (6,132 | ) | (147,354 | ) (B)(C)(D)(E) | (926,045 | ) | ||||||||
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| Total stockholders’ equity |
37,210 | (6,132 | ) | (147,354 | ) | (116,276 | ) | |||||||||
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| Total liabilities and stockholders’ equity |
$ | 364,395 | $ | (6,132 | ) | $ | (100,000 | ) | $ | 258,263 | ||||||
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AnaptysBio, Inc.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
(in thousands, except per share amounts)
| Historical AnaptysBio, Inc. |
First Tracks Biotherapeutics, Inc. Discontinued Operations (A) |
Transaction Accounting Adjustments |
Pro Forma AnaptysBio, Inc. Continuing Operations |
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| Collaboration revenue |
$ | 234,603 | $ | — | $ | — | $ | 234,603 | ||||||||
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| Operating expenses: |
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| Research and development |
135,970 | (139,614 | ) | — | (3,644 | ) | ||||||||||
| General and administrative |
50,737 | (39,392 | ) | 9,014 | (C)(D) | 20,359 | ||||||||||
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| Total operating expenses |
186,707 | (179,006 | ) | 9,014 | 16,715 | |||||||||||
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| Income from operations |
47,896 | 179,006 | (9,014 | ) | 217,888 | |||||||||||
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| Other (expense) income, net: |
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| Interest income |
13,499 | (3,586 | ) | — | 9,913 | |||||||||||
| Non-cash interest expense for the sale of future royalties |
(79,893 | ) | — | — | (79,893 | ) | ||||||||||
| Other income, net |
5,430 | 23 | — | 5,453 | ||||||||||||
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| Total other expense, net |
(60,964 | ) | (3,563 | ) | — | (64,527 | ) | |||||||||
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| (Loss) income before income taxes |
(13,068 | ) | 175,443 | (9,014 | ) | 153,361 | ||||||||||
| Provision for income taxes |
(164 | ) | — | (38,340 | ) (E) | (38,504 | ) | |||||||||
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| Net (loss) Income |
(13,232 | ) | 175,443 | (47,354 | ) | 114,857 | ||||||||||
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| Other comprehensive loss: |
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| Unrealized loss on available for sale securities |
(329 | ) | — | — | (329 | ) | ||||||||||
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| Comprehensive (loss) income |
$ | (13,561 | ) | $ | 175,443 | $ | (47,354 | ) | $ | 114,528 | ||||||
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| Net (loss) income per common share: |
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| Basic |
$ | (0.46 | ) | $ | 3.99 | |||||||||||
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| Diluted |
$ | (0.46 | ) | $ | 3.07 | |||||||||||
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| Weighted-average number of shares outstanding: |
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| Basic |
28,758 | 28,758 | ||||||||||||||
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| Diluted |
28,758 | 37,453 | ||||||||||||||
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AnaptysBio, Inc.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024
(in thousands, except per share amounts)
| Historical AnaptysBio, Inc |
First Tracks Biotherapeutics, Inc. Discontinued Operations (A) |
Pro Forma AnaptysBio, Inc. Continuing Operations |
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| Collaboration revenue |
$ | 91,280 | $ | — | $ | 91,280 | ||||||
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| Operating expenses: |
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| Research and development |
163,840 | (152,345 | ) | 11,495 | ||||||||
| General and administrative |
42,389 | (28,756 | ) | 13,633 | ||||||||
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| Total operating expenses |
206,229 | (181,101 | ) | 25,128 | ||||||||
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| (Loss) income from operations |
(114,949 | ) | 181,101 | 66,152 | ||||||||
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| Other (expense) income, net: |
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| Interest income |
19,794 | (17,382 | ) | 2,412 | ||||||||
| Non-cash interest expense for the sale of future royalties |
(50,087 | ) | — | (50,087 | ) | |||||||
| Other income, net |
14 | (14 | ) | — | ||||||||
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| Total other expense, net |
(30,279 | ) | (17,396 | ) | (47,675 | ) | ||||||
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| (Loss) income before income taxes |
(145,228 | ) | 163,705 | 18,477 | ||||||||
| Provision for income taxes |
(3 | ) | — | (3 | ) | |||||||
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| Net loss |
(145,231 | ) | 163,705 | 18,474 | ||||||||
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| Other comprehensive (loss) income: |
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| Unrealized gain on available for sale securities |
1,102 | — | 1,102 | |||||||||
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| Comprehensive (loss) income |
$ | (144,129 | ) | $ | 163,705 | $ | 19,576 | |||||
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| Net (loss) income per common share: |
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| Basic |
$ | (5.12 | ) | $ | 0.65 | |||||||
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| Diluted |
$ | (5.12 | ) | $ | 0.52 | |||||||
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| Weighted-average number of shares outstanding: |
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| Basic |
28,382 | 28,382 | ||||||||||
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| Diluted |
28,382 | 35,298 | ||||||||||
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AnaptysBio, Inc.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2023
(in thousands, except per share amounts)
| Historical AnaptysBio, Inc |
First Tracks Biotherapeutics, Inc. Discontinued Operations (A) |
Pro Forma AnaptysBio, Inc. Continuing Operations |
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| Collaboration revenue |
$ | 17,157 | $ | — | $ | 17,157 | ||||||
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| Operating expenses: |
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| Research and development |
132,283 | (90,255 | ) | 42,028 | ||||||||
| General and administrative |
41,946 | (20,867 | ) | 21,079 | ||||||||
| Acquired in-process research and development |
7,339 | (7,339 | ) | — | ||||||||
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| Total operating expenses |
181,568 | (118,461 | ) | 63,107 | ||||||||
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| Loss from operations |
(164,411 | ) | 118,461 | (45,950 | ) | |||||||
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| Other income (expense), net: |
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| Interest income |
18,873 | (12,313 | ) | 6,560 | ||||||||
| Non-cash interest expense for the sale of future royalties |
(18,083 | ) | — | (18,083 | ) | |||||||
| Other expense, net |
(2 | ) | 2 | — | ||||||||
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| Total other income (expense), net |
788 | (12,311 | ) | (11,523 | ) | |||||||
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| Loss before income taxes |
(163,623 | ) | 106,150 | (57,473 | ) | |||||||
| Benefit for income taxes |
4 | 0 | 4 | |||||||||
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| Net loss |
(163,619 | ) | 106,150 | (57,469 | ) | |||||||
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| Other comprehensive loss: |
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| Unrealized gain on available for sale securities |
4,449 | — | 4,449 | |||||||||
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| Comprehensive loss |
$ | (159,170 | ) | $ | 106,150 | $ | (53,020 | ) | ||||
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| Net loss per common share: |
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| Basic and diluted |
$ | (6.08 | ) | $ | (2.13 | ) | ||||||
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| Weighted-average number of shares outstanding: |
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| Basic and diluted |
26,924 | 26,924 | ||||||||||
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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
First Tracks Biotherapeutics, Inc. Discontinued Operations:
(A) Reflects the discontinued operations of First Tracks Biotherapeutics, including the associated assets, liabilities, equity and results of operations in accordance with ASC 205.
Transaction Accounting Adjustments:
(B) Reflects an initial cash distribution of $100.0 million provided to First Tracks Biotherapeutics in connection with the Spin-Off.
(C) Subsequent to December 31, 2025, AnaptysBio anticipates it will incur additional non-recurring costs of approximately $7.0 million to complete the Spin-Off. These costs primarily relate to transaction advisory and professional fees associated with the Spin-Off and are expected to be incurred within 12 months of the Spin-Off.
(D) In connection with the Spin-Off, AnaptysBio and First Tracks Biotherapeutics entered into a transition services agreement on April 20, 2026 (the “Transition Services Agreement”), pursuant to which First Tracks Biotherapeutics will provide certain post-closing services to AnaptysBio on a transitional basis. As such, a pro forma adjustment of approximately $2.0 million has been recorded as an increase to selling, general and administrative expenses.
(E) Reflects income tax expense based on an estimated 25% combined federal and state tax rate on the net income from 2025 excluding impacts of available net operating losses and R&D credits.