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Dear Anaptys and future First Tracks Bio shareholders,
September 2025, we announced our intention to separate our biopharma operations from our substantial royalty assets to unlock value by creating two publicly traded companies, each with a focused strategy and clear path forward.
On April 20, AnaptysBio, Inc. (Nasdaq: ANAB) ("Anaptys" or the "Company") is expected to spin off its biopharma operations as
First Tracks Biotherapeutics, Inc. (Nasdaq: TRAX) ("First Tracks Bio").
First Tracks Bio will:
Anaptys will manage the financial collaborations from Jemperli with GSK and imsidolimab with Vanda, with a focus on protecting and
returning their value to shareholders. Anaptys will:
On March 26, 2026, the Anaptys Board approved the distribution of all First Tracks Bio common stock to Anaptys
The distribution is subject to certain conditions described in the registration statement on Form 10 filed by First Tracks Bio. The
Form 10 provides detailed information about the separation and First Tracks Bio's business and financial profile. I encourage you to review it carefully.
You do not need to take any action, including paying, surrendering or exchanging shares of Anaptys common stock to receive shares of First Tracks Bio.
Thank you for your continued trust and investment.
President and Chief Executive Officer of Anaptys
Chief Executive Officer of First Tracks Bio
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INFORMATION STATEMENT
FIRST TRACKS BIOTHERAPEUTICS, INC.
This information statement is being furnished in connection with the distribution by AnaptysBio, Inc. to its stockholders of the shares of
common stock of First Tracks Biotherapeutics, Inc. ("First Tracks Biotherapeutics" or the "Company"), a wholly-owned subsidiary of AnaptysBio, Inc. The Company will hold directly and/or indirectly the assets and liabilities
associated with AnaptysBio, Inc.'s clinical stage biotechnology business, which will be transferred to the Company in connection with the Spin-Off (as defined herein). In the Spin-Off, AnaptysBio, Inc. will distribute all of the issued and outstanding shares of common stock of the Company on a pro rata basis to existing stockholders of AnaptysBio, Inc.
For every one share of AnaptysBio, Inc. common stock held of record by you as of the close of business on April 6, 2026 (the "Record
Date"), you will receive one share of our common stock. You will receive cash in lieu of any fractional shares of common stock which you would have received after application of the above ratio. We expect our shares of common stock will be
distributed by AnaptysBio, Inc. to you on or about April 20, 2026 (the "Distribution Date"). AnaptysBio, Inc. will distribute the shares of our common stock in book-entry form, which means that we will not issue physical stock
certificates. As discussed under "The Spin-Off-Trading Prior to the Distribution Date," if you sell your shares of AnaptysBio, Inc. common stock in the
"regular-way" market after the Record Date and before the Distribution Date, you also will be selling your right to receive shares of First Tracks Biotherapeutics common stock in connection with
the Spin-Off (as defined herein). The Spin-Off will be taxable. See "Material U.S. Federal Income Tax Consequences of the
No vote of AnaptysBio, Inc.'s stockholders is required in connection
with the Spin-Off. Therefore, you are not being asked for a proxy, and you are requested not to send us a proxy, in connection with the Spin-Off. You will not
be required to pay any consideration or to exchange or surrender your existing shares of AnaptysBio, Inc. common stock or take any other action to receive shares of First Tracks Biotherapeutics common stock on the Distribution Date to which you are
There is no current trading market for shares of our common stock, although we expect that a limited market, commonly known as a
"when-issued" trading market, will develop prior to the Distribution Date and we expect "regular-way" trading of shares of our common stock to begin on the first trading day following
the completion of the Spin-Off. We have been approved to list shares of our common stock on The Nasdaq Stock Market LLC (the "Exchange") under the symbol "TRAX" and the completion of
the Spin-Off is conditioned on shares of our common stock being accepted for listing on the Exchange.
On March 26, 2026, certain third-party investors (the "Private Placement Investors") agreed to purchase shares of First Tracks
Biotherapeutics common stock from First Tracks Biotherapeutics and EcoR1 Capital Fund Qualified, L.P. (the "Selling Stockholder") in a private placement (the "Private Placement") that is expected to close substantially
concurrently with the closing of the Spin-Off. Pursuant to the Purchase Agreement, we agreed to issue and sell an aggregate 5,791,478 shares of our common stock (the "Primary Shares"), and the Selling Stockholder agreed to sell an
aggregate of 4,705,576 shares of our common stock (the "Secondary Shares") that the Selling Stockholder will receive in the Spin-Off to the Private Placement Investors in the Private Placement, at a purchase price of $13.81 per
share. The aggregate gross proceeds to First Tracks Biotherapeutics from the sale of the Primary Shares is expected to be approximately $80 million, before deducting offering expenses. First Tracks Biotherapeutics will not receive any proceeds from
the sale of the Secondary Shares. The Private Placement is expected to close subject to, and immediately after, the closing of the Spin-Off. The Private Placement is subject to certain customary closing conditions. Leerink Partners LLC and Barclays
Capital Inc. are serving as placement agents for the Private Placement and will receive a placement fee from the Company in connection therewith. See "Information Statement Summary-Recent Developments-Private
In reviewing this information statement, you should carefully consider the matters described under the caption "Risk
Factors" beginning on page 16.
We are an "emerging growth company" as that term is used in the Jumpstart
Our Business Startups Act of 2012 and a "smaller reporting company" as that term is used in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, and, as such, we may elect to comply
with certain reduced public company reporting requirements for this information statement and future filings. We cannot be certain if the reduced reporting requirements applicable to emerging growth companies and smaller reporting companies
will make shares of our common stock less attractive to investors. Refer to "Risk Factors-Risks Related to Ownership of Shares of our Common Stock."
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.
This information statement is not an offer to sell, or a solicitation of an offer to buy, any securities.
The date of this information statement is April 1, 2026.
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| Page | ||||
| TRADEMARKS, TRADE NAMES, AND SERVICE MARKS | ii | |||
| MARKET AND INDUSTRY DATA | iii | |||
| GLOSSARY OF TERMS | iv | |||
| FINANCIAL STATEMENT INFORMATION | vii | |||
| QUESTIONS AND ANSWERS ABOUT THE SPIN-OFF | 1 | |||
| INFORMATION STATEMENT SUMMARY | 6 | |||
| SUMMARY HISTORICAL AND UNAUDITED PRO FORMA COMBINED FINANCIAL DATA | 13 | |||
| RISK FACTORS | 16 | |||
| SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS | 60 | |||
| THE SPIN-OFF | 62 | |||
| DIVIDEND POLICY | 79 | |||
| CAPITALIZATION | 80 | |||
| UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS | 81 | |||
| BUSINESS | 86 | |||
| MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 108 | |||
| MANAGEMENT | 121 | |||
| EXECUTIVE AND DIRECTOR COMPENSATION | 128 | |||
| PRINCIPAL STOCKHOLDERS | 142 | |||
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 144 | |||
| MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE SPIN-OFF | 146 | |||
| SHARES ELIGIBLE FOR FUTURE SALE | 153 | |||
| DESCRIPTION OF CAPITAL STOCK | 155 | |||
| WHERE YOU CAN FIND MORE INFORMATION | 161 | |||
| INDEX TO COMBINED FINANCIAL STATEMENTS | F-1 |
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TRADEMARKS, TRADE NAMES, AND SERVICE MARKS
The Company and AnaptysBio, Inc. use various trademarks, trade names, and service marks in their business. This information statement contains
references to the trademarks, trade names, and service marks. Solely for convenience, trademarks, trade names, and service marks referred to in this information statement may appear without the
or TM symbols, but such references are not intended to indicate, in any way, the registration status of such trademarks, trade names, and service marks, or that we will not assert, to the
fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, trade names, and service marks. Except for trademarks, trade names, and service marks of AnaptysBio, Inc., we do not intend our use or
display of other companies' trade names, trademarks or service marks to imply, and such use or display should not be construed to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
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MARKET AND INDUSTRY DATA
Unless otherwise indicated, information contained in this information statement concerning our industry and the markets in which we operate,
including our general expectations and market position, market opportunity, and market size, is based on information from various sources on assumptions that we have made that are based on those data and other similar sources and on our knowledge of
the markets for our products. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe the market position, market opportunity and market size information
included in this information statement is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate is
necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in "Risk Factors" and elsewhere in this information statement. These and other factors could cause results to
differ materially from those expressed in the estimates made by the independent parties and by us.
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Unless otherwise indicated or the context otherwise requires, references in this information statement to:
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In addition to the above, for the purposes of this information statement, the following
medical and scientific terms shall have the meanings set forth below:
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percentages and other figures provided and used in this information statement may not add up to 100% due to the rounding of individual components.
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FINANCIAL STATEMENT INFORMATION
This information statement includes certain historical combined financial and other data for First Tracks Biotherapeutics, Inc. In connection
with the Spin-Off, First Tracks Biotherapeutics will become the holder of the assets and liabilities of all of the First Tracks Biotherapeutics Business. First Tracks Biotherapeutics is the registrant under
the registration statement of which this information statement forms a part and will be the financial reporting entity following the completion of the Spin-Off. AnaptysBio, Inc. is presently, and will continue
to be, a financial reporting entity following the Spin-Off. Our historical combined financial information as of and for the years ended December 31, 2025 and 2024 have been derived from our audited
combined financial statements included elsewhere in this information statement.
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QUESTIONS AND ANSWERS ABOUT THE
The following provides only a summary of certain information regarding AnaptysBio,
Inc.'s reasons for the Spin-Off. You should read this information statement in its entirety for a more detailed description of the matters described below.
Q: Why am I receiving this document?
is delivering this document to you because you were a holder of shares of AnaptysBio, Inc. common stock on the Record Date (as defined below), and are entitled to receive one share of First Tracks Biotherapeutics common stock for every one share of
AnaptysBio, Inc. common stock that you held as of the close of business on the Record Date. The number of shares of AnaptysBio, Inc. common stock you own will not change as a result of the Spin-Off. This
document will help you understand how the Spin-Off will affect your investment in AnaptysBio, Inc. and your investment in First Tracks Biotherapeutics following the
Q: What are the reasons for the Spin-Off?
A: The AnaptysBio, Inc. Board believes that the separation of the First Tracks Biotherapeutics Business from AnaptysBio, Inc. is in the best interests of
AnaptysBio, Inc. and its stockholders and for the success of the First Tracks Biotherapeutics Business for a number of reasons. See "The Spin-Off-Reasons for the
Q: How will the Spin-Off work?
A: At the time of the Spin-Off, First Tracks Biotherapeutics will hold the First Tracks Biotherapeutics Business
(including the employees, operations, assets and liabilities associated with the First Tracks Biotherapeutics Business). AnaptysBio, Inc. will distribute all of the shares of First Tracks Biotherapeutics common stock on a pro rata basis to the
holders of shares of AnaptysBio, Inc.'s common stock. Following the Spin-Off, we will be an independent public company and will have listed our shares on the Exchange under the symbol "TRAX."
Q: What is the record date for the Spin-Off?
A: AnaptysBio, Inc. will determine record ownership as of the close of business on April 6, 2026, which we refer to as the "Record Date."
Q: When will the Spin-Off occur?