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Anebulo (NASDAQ: ANEB) plans Nasdaq delisting as Q2 loss narrows

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Anebulo Pharmaceuticals plans to voluntarily delist its common stock from Nasdaq and deregister with the SEC, ending its regular public reporting. The company expects to file Form 25 around February 17, 2026, with delisting effective February 27, 2026, followed by a Form 15 to suspend reporting obligations, based on having fewer than 300 holders of record. The board cites the high costs and management burden of being a listed reporting company. After delisting, trading would occur only through privately negotiated transactions and potentially over-the-counter markets.

For the quarter ended December 31, 2025, total operating expenses were $2.6 million, flat year over year. Net loss was $2.0 million, or $(0.05) per share, versus a $2.5 million loss, or $(0.09) per share, a year earlier. Cash and cash equivalents were $9.0 million, and the company has access to an additional $3.0 million via a loan agreement.

Positive

  • None.

Negative

  • Voluntary Nasdaq delisting and deregistration: Anebulo plans to file Forms 25 and 15 in February 2026, removing its shares from Nasdaq and suspending SEC reporting, which may reduce liquidity and public transparency for shareholders.

Insights

Voluntary Nasdaq delisting and going-dark move overshadow modestly improved quarterly loss.

Anebulo Pharmaceuticals plans to voluntarily delist from Nasdaq and deregister its stock, ending SEC reporting once it files Forms 25 and 15 in late February 2026. Management argues that public-company compliance, audit and governance costs no longer justify the benefits at the company’s scale.

This decision materially changes how investors can access and monitor the stock. After delisting, trading would be limited to privately negotiated deals and potentially over-the-counter venues, typically with lower liquidity and transparency than a Nasdaq listing. Governance and disclosure will shift to what is minimally required for a non-reporting company.

Operationally, the quarter showed stable operating expenses of about $2.6 million and a narrower net loss of about $2.0 million, helped by grant income. Cash of roughly $9.0 million plus access to $3.0 million under a loan agreement provide some funding runway, but future visibility will depend on voluntary updates rather than mandated SEC filings.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 12, 2026

 

 

 

ANEBULO PHARMACEUTICALS, INC

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-40388   85-1170950

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

Anebulo Pharmaceuticals, Inc.

1017 Ranch Road 620 South, Suite 107

Lakeway, TX

  78734
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (512) 598-0931

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

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, $.0.001 par value per share   ANEB   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.

 

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On February 12, 2026, Anebulo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), issued a press release announcing its financial results for the quarter ended December 31, 2025 and providing a business update. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

Number

  Description
99.1   Press Release dated February 12, 2026
104   Cover Page of 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.

 

  ANEBULO PHARMACEUTICALS, INC.
     
Date: February 12, 2026 By:  /s/ Richard Anthony Cunningham
    Richard Anthony Cunningham
    Chief Executive Officer and Interim Chief Financial Officer (Principal Executive Officer and Interim Principal Financial and Accounting Officer)

 

 

 

 

Exhibit 99.1

 

 

Anebulo Pharmaceuticals Reports Second Quarter Fiscal Year 2026

Financial Results and Recent Updates

 

AUSTIN, Texas (February 12, 2026) – Anebulo Pharmaceuticals, Inc. (Nasdaq: ANEB), a clinical-stage pharmaceutical company developing novel solutions for people suffering from acute cannabis-induced toxic effects (the “Company” or “Anebulo”), today announced financial results for the three months ended December 31, 2025, and recent updates.

 

Second Quarter Fiscal Year 2026 and Subsequent Highlights:

 

  On February 6, 2026, Anebulo announced that the Company’s board of directors (the “Board”) approved the voluntary delisting of the Company’s common stock from The Nasdaq Capital Market (“Nasdaq”) and the subsequent voluntary deregistration of its common stock with the U.S. Securities and Exchange Commission (“SEC”) in order to terminate and suspend its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
     
  On February 6, 2026, Anebulo notified Nasdaq of its intention to voluntarily delist its shares of common stock from Nasdaq. In connection with the contemplated delisting, Anebulo intends to file a Form 25 with the SEC on or about February 17, 2026. The delisting from Nasdaq is expected to become effective on February 27, 2026, 10 days after filing the Form 25 with the SEC. Anebulo intends to file a Form 15 with the SEC on or about February 27, 2026, certifying that it has fewer than 300 shareholders of record. Upon filing the Form 15, Anebulo’s obligation to file periodic reports with the SEC will be immediately suspended.

 

The Company is in compliance with applicable Nasdaq listing requirements, but the Board believes that the cost of being an SEC reporting company outweighs the benefits. As the Company continues with its efforts to maximize value from its lead product candidate, the Board has determined that the burdens associated with operating as a registered public company listed on Nasdaq outweigh any advantages to the Company and the holders of its common stock. The Board’s decision was based on the careful review of numerous factors, including the potential for eliminating the significant costs associated with preparing and filing periodic reports with the SEC and the legal, audit and other expenses associated with being a public reporting company listed on Nasdaq, as well as the substantial costs and demands on management’s time under the Sarbanes-Oxley Act of 2002, SEC rules and Nasdaq listing standards.

 

Following the delisting, any trading in Anebulo’s common stock would only occur in privately negotiated sales and potentially on the over-the-counter market.

 

Financial Results for the three months ended December 31, 2025

 

  Total operating expenses in the second quarter of fiscal 2026 were $2.6 million compared with $2.6 million in the same period in fiscal 2025.
     
  Net loss in the second quarter of fiscal 2026 was $2.0 million, or $(0.05) per share, compared with a net loss of $2.5 million, or $(0.09) per share, in the second quarter of fiscal 2025.
     
  Cash and cash equivalents were $9.0 million as of December 31, 2025. The Company also has access to an additional $3.0 million in cash through a Loan Agreement.

 

 

 

 

About Selonabant

 

The Company’s lead product candidate is selonabant (ANEB-001), a potent, small molecule antagonist of the cannabinoid receptor type-1 (“CB1”), under development to address the unmet medical need for a specific antidote for acute cannabis-induced toxicity, including acute cannabinoid intoxication (“ACI”) in adults and cannabis poisoning in pediatric subjects. The Company anticipates that selonabant will rapidly reverse key symptoms of acute cannabis-induced toxicity. Selonabant has been successfully formulated for oral administration in clinical studies and as a potential intravenous treatment for clinical testing. In a Phase 2 proof-of-concept study in adult subjects challenged with oral delta-9-tetrahydrocannabinol (“THC”) (www.clinicaltrials.gov/ct2/show/NCT05282797), oral selonabant blocked or reversed key CNS effects of THC. Selonabant was well tolerated in this study and there were no serious adverse events. In the open-label extension of the study, THC challenge doses of 40 mg and 60 mg were well-tolerated when dosed in combination with oral selonabant, and all treatment-related adverse events were mild and transient. The prior Phase 1 and Phase 2 studies of oral selonabant have together enrolled a total of 250 subjects, of which 191 received selonabant. Selonabant is protected by three issued US patents and rights to six additional patent applications, two pending Patent Cooperation Treaty (PCT) applications and additional international patent applications, covering various methods of use of the compound, aspects of selonabant, and delivery systems. An observational study in patients presenting to Emergency Departments with cannabis toxicity is currently ongoing and is being amended to focus on pediatric patients. The study is intended to determine concentrations of cannabinoids and metabolites in plasma and gather information on signs and symptoms, treatment, and patient disposition, including hospital/ICU admission.

 

About Anebulo Pharmaceuticals, Inc.

 

Anebulo Pharmaceuticals, Inc. is a clinical-stage pharmaceutical company developing novel solutions for people suffering from cannabis-induced toxicity. Its lead product candidate, selonabant, has completed a Phase 2 clinical trial evaluating its utility in blocking and reversing the negative effects of acute cannabinoid intoxication in healthy adults challenged with oral THC. Rather than proceeding directly with Phase 3 studies of oral selonabant in adults with ACI, the Company is prioritizing the advancement of a selonabant IV formulation as a potential treatment for pediatric patients with acute cannabis-induced toxicity, which it believes offers the potential for a faster timeline to approval relative to the adult oral product. Anebulo has scaled up the intravenous formulation for initial clinical safety studies, and initiated a Phase 1 SAD study of IV selonabant in September 2025. Selonabant is a competitive antagonist at the human CB1 receptor. For further information about Anebulo, please visit www.anebulo.com.

 

Forward-Looking Statements

 

Statements contained in this press release that are not statements of historical fact are forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, these forward-looking statements can be identified by words such as “anticipate,” “designed,” “expect,” “may,” “will,” “should” and other comparable terms. Forward-looking statements include statements regarding Anebulo’s intentions, beliefs, projections, outlook, analyses or current expectations regarding: selonabant providing a specific antidote for acute cannabis-induced toxicity, including acute cannabinoid intoxication in adults and cannabis poisoning in pediatric subjects; the belief that there is an unmet need for a treatment for children exposed to cannabis toxicity; selonabant rapidly reversing key symptoms of cannabis toxicity; the observational study determining concentrations of cannabinoids and metabolites in plasma and gathering information on signs and symptoms, and a selonabant IV formulation as a potential treatment for clinical testing, statements relating to the delisting of the Company’s common stock from Nasdaq (including its intention to file a Form 25 on or about February 17, 2026) and deregistration of the Company’s common stock under the Exchange Act (including its intention to File a Form 15 on or about February 27, 2026), as well as the suspension of its reporting obligations under Section 15(d) of the Exchange Act, including expected timing, and the potential quotation of the Company’s common stock in a quotation medium. You are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to a number of risks, uncertainties and assumptions, including, but not limited to: Anebulo’s ability to pursue its regulatory strategy; the ability of selonabant to be a potential treatment for pediatric patients with cannabis-induced poisoning; the ability of selonabant to rapidly reverse key symptoms of cannabis toxicity; the ability of a selonabant IV formulation as a potential treatment for pediatric patients with acute cannabis-induced toxicity, Anebulo’s ability to obtain regulatory approvals for commercialization of product candidates or to comply with ongoing regulatory requirements, Anebulo’s ability to obtain or maintain the capital or grants necessary to fund its research and development activities, its ability to complete clinical trials on time and achieve desired results and benefits as expected, regulatory limitations relating to the ability to promote or commercialize product candidates for specific indications, acceptance of product candidates in the marketplace and the successful development, marketing or sale of Anebulo’s products, Anebulo’s ability to maintain its license agreements, the continued maintenance and growth of its patent estate and Anebulo’s ability to retain its key employees; and its ability to successfully complete the Company’s voluntary delisting from Nasdaq and the deregistration of the Company’s common stock. These risks should not be construed as exhaustive and should be read together with the other cautionary statements included in Anebulo’s Annual Report on Form 10-K for the year ended June 30, 2025, and its subsequent filings with the Securities and Exchange Commission. All forward-looking statements made in this press release speak only as of the date of this press release and are based on management’s assumptions and estimates as of such date. Except as required by law, Anebulo undertakes no obligation to update or revise forward-looking statements to reflect new information, future events, changed conditions or otherwise after the date of this press release.

 

CONTACTS:

 

Anebulo Pharmaceuticals, Inc.

(512) 598-0931

ir@anebulo.com

 

 

 

 

Condensed Balance Sheets

 

   December 31, 2025   June 30, 2025 
Cash and cash equivalents  $9,041,570   $11,627,849 
Total assets   9,421,997    12,145,616 
Total liabilities   1,485,646    487,688 
Total stockholders’ equity   7,936,351    11,657,928 

 

Condensed Statements of Operations

 

   Three months ended December 31, 
   2025   2024 
Research and development  $1,164,737   $1,220,535 
General and administrative   1,455,173    1,367,616 
Total operating expenses   2,619,910    2,588,151 
Loss from operations   (2,619,910)   (2,588,151)
Other (income) expenses:          
Interest expense   17,439    59,696 
Interest income   (85,410)   (7,067)
Grant income   (552,576)   (177,703)
Other   34    (47)
Total other income, net   (620,513)   (125,121)
Net loss  $(1,999,397)  $(2,463,030)
Weighted average common shares outstanding, basic and diluted   41,084,731    27,415,430 
Net loss per share, basic and diluted  $(0.05)  $(0.09)

 

 

 

FAQ

What major decision did Anebulo Pharmaceuticals (ANEB) announce regarding its Nasdaq listing?

Anebulo plans to voluntarily delist its common stock from Nasdaq. The company expects to file Form 25 around February 17, 2026, with delisting effective February 27, 2026, then file Form 15 to deregister and suspend its SEC reporting obligations.

Why is Anebulo Pharmaceuticals (ANEB) choosing to delist from Nasdaq and deregister its stock?

The board believes public-company costs now outweigh benefits. It cites significant expenses for SEC and Nasdaq compliance, legal, audit and Sarbanes-Oxley requirements, plus management time, and has decided these burdens exceed advantages for the company and its common stockholders.

How will Anebulo’s stock trade after it delists from Nasdaq?

After delisting, Anebulo’s common stock will no longer trade on Nasdaq. The company states that any trading would then occur only through privately negotiated transactions and potentially on the over-the-counter market, which typically offers less liquidity and visibility than a national exchange.

What were Anebulo Pharmaceuticals’ key financial results for the quarter ended December 31, 2025?

For the quarter, Anebulo reported total operating expenses of about $2.6 million and a net loss of approximately $2.0 million, or $(0.05) per share. This compares with a $2.5 million net loss, or $(0.09) per share, in the same quarter of fiscal 2025.

What is Anebulo Pharmaceuticals’ cash position and available funding as of December 31, 2025?

Anebulo reported cash and cash equivalents of $9.0 million as of December 31, 2025. In addition, the company notes it has access to an extra $3.0 million in cash under a loan agreement, providing additional potential funding beyond its on-balance-sheet cash.

What progress has Anebulo made with its lead candidate selonabant (ANEB-001)?

Selonabant has completed Phase 1 and Phase 2 oral studies, enrolling 250 subjects, with 191 receiving the drug. Anebulo is prioritizing an intravenous formulation to treat pediatric cannabis-induced toxicity and initiated a Phase 1 single-ascending-dose IV study in September 2025 after scaling up the formulation.

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Anebulo Pharmaceuticals Inc

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19.36M
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Biotechnology
Pharmaceutical Preparations
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United States
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