EX-10.4





 Exhibit 10.4 

Standard Stock Option Grant Package 

AN2 THERAPEUTICS, INC. 

STOCK OPTION GRANT NOTICE 

(2022 EQUITY INCENTIVE PLAN) 

AN2 Therapeutics, Inc. (the “Company”), pursuant to its 2022 Equity Incentive Plan (the “Plan”), has granted
to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). Your Option is subject to all of the terms and conditions as set forth in this
Stock Option Grant Notice (the “Grant Notice”) and in the Plan, the Stock Option Agreement and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not
explicitly defined herein but defined in the Plan or the Stock Option Agreement shall have the meanings set forth in the Plan or the Stock Option Agreement, as applicable. 

 

			
	Optionholder:	 	                                     
                               
	Date of Grant:	 	                                     
                               
	Vesting Commencement Date:	 	                                     
                               
	Number of Shares of Common Stock Subject to Option:	 	                                     
                               
	Exercise Price (Per Share):	 	                                     
                               
	Total Exercise Price:	 	                                     
                               
	Expiration Date:	 	                                     
                               


  

			
	Type of Grant:	  	[Incentive Stock Option] OR [Nonstatutory Stock Option]
		
	Exercise and Vesting Schedule:	  	Subject to the Optionholder’s Continuous Service through each applicable vesting date, the Option will vest as follows:

 Optionholder Acknowledgements: By your signature below or by electronic acceptance or authentication in a form
authorized by the Company, you understand and agree that: 
  

	 	•	 	 The Option is governed by the Grant Notice, and the provisions of the Plan, the Stock Option Agreement and the
Notice of Exercise, all of which are made a part of this document. Unless otherwise provided in the Plan, this Grant Notice and the Stock Option Agreement (together, the “Option Agreement”) may not be modified, amended or
revised except in a writing signed by you and a duly authorized officer of the Company. 


  

	 	•	 	 If the Option is designated an Incentive Stock Option, it (plus other outstanding Incentive Stock Options granted
to you) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option. 



 

	 	•	 	 You consent to receive this Grant Notice, the Stock Option Agreement, the Plan and any other Plan-related
documents (including the Prospectus) by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by
the Company. 


  

	 	•	 	 You have read and are familiar with the provisions of the Plan, the Grant Notice, the Stock Option Agreement, the
Notice of Exercise and the Prospectus. In the event of any conflict between the provisions in this Grant Notice, the Option Agreement, the Notice of Exercise, or the Prospectus and the terms of the Plan, the terms of the Plan shall control.



  

	 	•	 	 The Option Agreement sets forth the entire understanding between you and the Company regarding the acquisition of
Common Stock and supersedes all prior oral and written agreements, promises and/or representations on that subject with the exception of other equity awards previously granted to you and any written employment agreement, offer letter, severance
agreement, written severance plan or policy, or other written agreement between the Company and you in each case that specifies the terms that should govern this Option. 



  
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 Standard Stock Option Grant Package 

 


	 	•	 	 Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying
with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for
all purposes. 


  

									
	AN2 THERAPEUTICS, INC.	 		 	 OPTIONHOLDER:

					
	By:	 	  
	 		 	By:	 	  

		 	Signature	 		 		 	Signature
					
	Title:	 	  
	 		 	Date:	 	  

					
	Date:	 	  
	 		 		 	

 ATTACHMENTS: Stock Option Agreement, 2022 Equity Incentive Plan, Notice of Exercise 

  
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 Standard Stock Option Grant Package 

 

 ATTACHMENT I 

STOCK OPTION AGREEMENT 













 Standard Stock Option Grant Package 

 

 AN2 THERAPEUTICS, INC. 

2022 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT 

As reflected by your Stock Option Grant Notice (“Grant Notice”), AN2 Therapeutics, Inc. (the
“Company”) has granted you an option under its 2022 Equity Incentive Plan (the “Plan”) to purchase a number of shares of Common Stock at the exercise price indicated in your Grant Notice (the
“Option”). Capitalized terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the meanings set forth in the Grant Notice or Plan, as applicable. The terms of your Option as
specified in the Grant Notice and this Stock Option Agreement constitute your Option Agreement. 
 The general terms and conditions
applicable to your Option are as follows: 
 1.    GOVERNING PLAN
DOCUMENT. Your Option is subject to all the provisions of the Plan, including but not limited to the provisions in: 

(a)    Section 6 regarding the impact of a Capitalization Adjustment, dissolution, liquidation, or Corporate
Transaction on your Option; 
 (b)    Section 9(e) regarding the Company’s retained rights to terminate your
Continuous Service notwithstanding the grant of the Option; and 
 (c)    Section 8(c) regarding the tax
consequences of your Option. 
 Your Option is further subject to all interpretations, amendments, rules and regulations, which may from time to time be
promulgated and adopted pursuant to the Plan. In the event of any conflict between the Option Agreement and the provisions of the Plan, the provisions of the Plan shall control. 

2.    EXERCISE. 

(a)    You may generally exercise the vested portion of your Option for whole shares of Common Stock at any time
during its term by delivery of payment of the exercise price and applicable withholding taxes and other required documentation to the Plan Administrator in accordance with the exercise procedures established by the Plan Administrator, which may
include an electronic submission. Please review Sections 4(i), 4(j) and 7(b)(v) of the Plan, which may restrict or prohibit your ability to exercise your Option during certain periods. 

(b)    To the extent permitted by Applicable Law, you may pay your Option exercise price as follows: 

(i)    cash, check, bank draft or money order; 

  
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 Standard Stock Option Grant Package 

 

 (ii)    subject to Company and/or Committee consent at the time
of exercise, pursuant to a “cashless exercise” program as further described in Section 4(c)(ii) of the Plan if at the time of exercise the Common Stock is publicly traded; 

(iii)    subject to Company and/or Committee consent at the time of exercise, by delivery of previously owned
shares of Common Stock as further described in Section 4(c)(iii) of the Plan; or 
 (iv)    subject to
Company and/or Committee consent at the time of exercise, if the Option is a Nonstatutory Stock Option, by a “net exercise” arrangement as further described in Section 4(c)(iv) of the Plan. 

(c)    By accepting your Option, you agree that you will not sell, dispose of, transfer, make any short sale of,
grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to any shares of Common Stock or other securities of the Company held by you, for a period of one hundred
eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act or such longer period as the underwriters or the Company will request to facilitate compliance with FINRA Rule 2241 or any
successor or similar rules or regulation (the “Lock-Up Period”); provided, however, that nothing contained in this section will prevent the exercise of a repurchase option, if
any, in favor of the Company during the Lock-Up Period. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with
the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock until the end of such period. You also
agree that any transferee of any shares of Common Stock (or other securities) of the Company held by you will be bound by this Section 2(c). The underwriters of the Company’s stock are intended third party beneficiaries of this
Section 2(c) and will have the right, power and authority to enforce the provisions hereof as though they were a party hereto. 

3.    TERM. You may not exercise your Option before the commencement of its
term or after its term expires. The term of your Option commences on the Date of Grant and expires upon the earliest of the following: 

(a)    immediately upon the termination of your Continuous Service for Cause; 

(b)    three months after the termination of your Continuous Service for any reason other than Cause, Disability or
death; 
 (c)    12 months after the termination of your Continuous Service due to your Disability; 

(d)    18 months after your death if you die during your Continuous Service; 

(e)    immediately upon a Corporate Transaction if the Board has determined that the Option will terminate in
connection with a Corporate Transaction; 
 (f)    the Expiration Date indicated in your Grant Notice; or 

  
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 Standard Stock Option Grant Package 

 

 (g)    the day before the 10th anniversary of the Date of Grant.

 Notwithstanding the foregoing, if you die during the period provided in Section 3(b) or 3(c) above, the term of your Option shall
not expire until the earlier of (i) 18 months after your death, (ii) upon any termination of the Option in connection with a Corporate Transaction, (iii) the Expiration Date indicated in your Grant Notice, or (iv) the day before the
tenth anniversary of the Date of Grant. Additionally, the Post-Termination Exercise Period of your Option may be extended as provided in Section 4(i) of the Plan. 

To obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the
date of grant of your Option and ending on the day three months before the date of your Option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability. If the Company provides for the
extended exercisability of your Option under certain circumstances for your benefit, your Option will not necessarily be treated as an Incentive Stock Option if you exercise your Option more than three months after the date your employment
terminates. 
 4.    WITHHOLDING OBLIGATIONS. As further
provided in Section 8 of the Plan: (a) you may not exercise your Option unless the applicable tax withholding obligations are satisfied, and (b) at the time you exercise your Option, in whole or in part, or at any time thereafter as
requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed
under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations, if any, which arise in connection with the
exercise of your Option in accordance with the withholding procedures established by the Company. Accordingly, you may not be able to exercise your Option even though the Option is vested, and the Company shall have no obligation to issue shares of
Common Stock subject to your Option, unless and until such obligations are satisfied. In the event that the amount of the Company’s withholding obligation in connection with your Option was greater than the amount actually withheld by the
Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount. 

5.    INCENTIVE STOCK OPTION DISPOSITION
REQUIREMENT. If your Option is an Incentive Stock Option, you must notify the Company in writing within 15 days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your
Option that occurs within two years after the date of your Option grant or within one year after such shares of Common Stock are transferred upon exercise of your Option. The Company may require that such shares of Common Stock be retained with a
particular broker or agent for a designated period of time and/or may establish other procedures to permit tracking of qualifying and disqualifying dispositions of such shares of Common Stock 

6.    TRANSFERABILITY. Except as otherwise provided in Section 4(e) of
the Plan, your Option is not transferable, except by will or by the applicable laws of descent and distribution, and is exercisable during your life only by you. 

  
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 Standard Stock Option Grant Package 

 

 7.    CORPORATE
TRANSACTION. Your Option is subject to the terms of any agreement governing a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder
representative that is authorized to act on your behalf with respect to any escrow, indemnities and any contingent consideration. 

8.    NO LIABILITY FOR TAXES. As
a condition to accepting the Option, you hereby (a) agree to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from the Option or other Company compensation and
(b) acknowledge that you were advised to consult with your own personal tax, financial and other legal advisors regarding the tax consequences of the Option and have either done so or knowingly and voluntarily declined to do so. Additionally,
you acknowledge that the Option is exempt from Section 409A only if the exercise price is at least equal to the “fair market value” of the Common Stock on the date of grant as determined by the Internal Revenue Service and there is no
other impermissible deferral of compensation associated with the Option. Additionally, as a condition to accepting the Option, you agree not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the event
that the Internal Revenue Service asserts that such exercise is less than the “fair market value” of the Common Stock on the date of grant as subsequently determined by the Internal Revenue Service. 

9.    SEVERABILITY. If any part of this Option Agreement or the Plan is
declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Option Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Option
Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful
and valid 
 10.    OTHER DOCUMENTS. You hereby acknowledge
receipt of or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Prospectus. In addition, you acknowledge and agree to be subject to the Company’s
Trading Policy, which such Trading Policy has been or will be made available to you. 

11.    QUESTIONS. If you have questions regarding these or any other terms and
conditions applicable to your Option, including a summary of the applicable federal income tax consequences please see the Prospectus. 
 * *
* * 

  
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 Standard Stock Option Grant Package 

 

 ATTACHMENT II 

2022 EQUITY INCENTIVE PLAN 













 Standard Stock Option Grant Package 

 

 ATTACHMENT III 

NOTICE OF EXERCISE 













 Standard Stock Option Grant Package 

 

 AN2 THERAPEUTICS, INC. 

(2022 EQUITY INCENTIVE PLAN) 

NOTICE OF EXERCISE 
 AN2
THERAPEUTICS, INC. 
 1800 EL CAMINO REAL, SUITE D 

MENLO PARK, CA 94027 

Date of Exercise:                     

 This constitutes notice to AN2 Therapeutics, Inc. (the “Company”) that I elect to purchase the below number of
shares of Common Stock of the Company (the “Shares”) by exercising my Option for the price set forth below. Capitalized terms not explicitly defined in this Notice of Exercise but defined in the Grant Notice, Option Agreement
or 2022 Equity Incentive Plan (the “Plan”) shall have the meanings set forth therein, as applicable. Use of certain payment methods is subject to Company and/or Committee consent and certain additional requirements set forth
in the Option Agreement and the Plan. 
  

									
	Type of option (check one):	  	Incentive  ☐	 	  	Nonstatutory   ☐	 
			
	 Date of Grant:
	  				  			
	 Number of Shares as to which Option is exercised:
	  				  			
	 Certificates to be issued in name of:
	  				  			
	 Total exercise price:
	  	$	                 	 	  			
	 Cash, check, bank draft or money order delivered herewith:
	  	$	                 	 	  			
	 Value of
                     Shares delivered herewith:
	  	$	                 	 	  			
	 Regulation T Program (cashless exercise)
	  	$	                 	 	  			
	 Value of
                     Shares pursuant to net exercise:
	  	$	                 	 	  			














 Standard Stock Option Grant Package 

 

 By this exercise, I agree (i) to provide such additional documents as the Company may
require pursuant to the terms of the Plan, (ii) to satisfy the tax withholding obligations, if any, relating to the exercise of this Option as set forth in the Option Agreement, and (iii) if this exercise relates to an incentive stock
option, to notify the Company in writing within 15 days after the date of any disposition of any of the Shares issued upon exercise of this Option that occurs within two years after the Date of Grant or within one year after such Shares are issued
upon exercise of this Option. 
 I further agree that, if required by the Company (or a representative of the underwriters) in connection
with the first underwritten registration of the offering of any securities of the Company under the Securities Act, I will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or
similar transaction with the same economic effect as a sale with respect to any shares of Common Stock or other securities of the Company for a period of one hundred eighty (180) days following the effective date of a registration statement of
the Company filed under the Securities Act (or such longer period as the underwriters or the Company shall request to facilitate compliance with FINRA Rule 2241 or any successor or similar rule or regulation) (the “Lock-Up Period”). I further agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are
necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period. 

 

	
	 Very truly yours,