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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 | ) |