Form 8-K/A

8-K/A — ANAPTYSBIO, INC

Accession: 0001193125-26-177317

Filed: 2026-04-24

Period: 2026-04-20

CIK: 0001370053

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Financial Statements and Exhibits

Documents

8-K/A — d104779d8ka.htm (Primary)

EX-99.1 (d104779dex991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A

8-K/A (Primary)

Filename: d104779d8ka.htm · Sequence: 1

8-K/A

ANAPTYSBIO, INC true 0001370053 0001370053 2026-04-20 2026-04-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 20, 2026

ANAPTYSBIO, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-37985

20-3828755

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

10770 Wateridge Circle, Suite 210, San Diego, CA

92121

(Address of principal executive offices)

(Zip Code)

(858) 362-6295

(Registrant’s telephone number, including area code)

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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

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:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.001 per share

ANAB

The Nasdaq Stock Market LLC

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.”

In this Amendment No. 1 the Company amends the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on April 20, 2026 (the “Original Form 8-K”) that reported the completion of the Spin-Off. The Original Form 8-K did not include the unaudited pro forma financial information of the Company reflecting the performance of the Company’s businesses after giving effect to the Spin-Off. This Amendment No. 1 to the Original Form 8-K is being filed to include such pro forma financial information as required under Item 9.01(b) of Form 8-K.

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

EX-99.1

Filename: d104779dex991.htm · Sequence: 2

EX-99.1

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

ASSETS

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

)

—

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

Total assets

364,395

(6,132

)

(100,000

)

258,263

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

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

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

—

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

)

Total stockholders’ equity

37,210

(6,132

)

(147,354

)

(116,276

)

Total liabilities and stockholders’ equity

364,395

(6,132

)

(100,000

)

258,263

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

Collaboration revenue

234,603

—

234,603

Operating expenses:

Research and development

135,970

(139,614

)

—

(3,644

)

General and administrative

50,737

(39,392

)

9,014

(C)(D)

20,359

Total operating expenses

186,707

(179,006

)

9,014

16,715

Income from operations

47,896

179,006

(9,014

)

217,888

Other (expense) income, net:

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

—

5,453

Total other expense, net

(60,964

)

(3,563

)

—

(64,527

)

(Loss) income before income taxes

(13,068

)

175,443

(9,014

)

153,361

Provision for income taxes

(164

)

—

(38,340

) (E)

(38,504

)

Net (loss) Income

(13,232

)

175,443

(47,354

)

114,857

Other comprehensive loss:

Unrealized loss on available for sale securities

(329

)

—

(329

)

Comprehensive (loss) income

(13,561

)

175,443

(47,354

)

114,528

Net (loss) income per common share:

Basic

(0.46

)

3.99

Diluted

(0.46

)

3.07

Weighted-average number of shares outstanding:

Basic

28,758

Diluted

28,758

37,453

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

Collaboration revenue

91,280

—

91,280

Operating expenses:

Research and development

163,840

(152,345

)

11,495

General and administrative

42,389

(28,756

)

13,633

Total operating expenses

206,229

(181,101

)

25,128

(Loss) income from operations

(114,949

)

181,101

66,152

Other (expense) income, net:

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

)

—

Total other expense, net

(30,279

)

(17,396

)

(47,675

)

(Loss) income before income taxes

(145,228

)

163,705

18,477

Provision for income taxes

)

—

)

Net loss

(145,231

)

163,705

18,474

Other comprehensive (loss) income:

Unrealized gain on available for sale securities

1,102

—

1,102

Comprehensive (loss) income

(144,129

)

163,705

19,576

Net (loss) income per common share:

Basic

(5.12

)

0.65

Diluted

(5.12

)

0.52

Weighted-average number of shares outstanding:

Basic

28,382

Diluted

28,382

35,298

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

Collaboration revenue

17,157

—

17,157

Operating expenses:

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

)

—

Total operating expenses

181,568

(118,461

)

63,107

Loss from operations

(164,411

)

118,461

(45,950

)

Other income (expense), net:

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

)

—

Total other income (expense), net

788

(12,311

)

(11,523

)

Loss before income taxes

(163,623

)

106,150

(57,473

)

Benefit for income taxes

Net loss

(163,619

)

106,150

(57,469

)

Other comprehensive loss:

Unrealized gain on available for sale securities

4,449

—

4,449

Comprehensive loss

(159,170

)

106,150

(53,020

)

Net loss per common share:

Basic and diluted

(6.08

)

(2.13

)

Weighted-average number of shares outstanding:

Basic and diluted

26,924

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.

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v3.26.1

Document and Entity Information

Apr. 20, 2026

Cover [Abstract]

Entity Registrant Name

ANAPTYSBIO, INC

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Entity Incorporation State Country Code

Entity File Number

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Entity Address, Address Line One

10770 Wateridge Circle

Entity Address, Address Line Two

Suite 210

Entity Address, City or Town

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Entity Address, State or Province

Entity Address, Postal Zip Code

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City Area Code

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Local Phone Number

362-6295

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Trading Symbol

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Security Exchange Name

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration