Anebulo (NASDAQ: ANEB) completes $1.05M oversubscribed tender offer

Rhea-AI Filing Summary

Anebulo Pharmaceuticals completed its previously announced share tender offer, repurchasing 300,000 shares of common stock at $3.50 per share for an aggregate cost of approximately $1.05 million, excluding fees and expenses.

The offer was oversubscribed, with 4,907,881 shares properly tendered and not withdrawn. After applying a final proration factor of 3.47392%, Anebulo accepted 300,000 shares, including 134,306 odd-lot shares accepted in full. The repurchased shares represent about 0.73% of shares outstanding as of January 26, 2026, with cash payment to sellers to be made promptly.

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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): January 29, 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 8.01 Other Events.

Tender Offer Final Results

On January 29, 2026, Anebulo Pharmaceuticals, Inc., a Delaware corporation (“Anebulo” or the “Company”), issued a press release announcing the final results of its previously announced tender offer to purchase for cash up to 300,000 shares of its common stock, par value $0.001 per share (“Common Stock”), at a purchase price of $3.50 per share, to the seller in cash, less any applicable withholding taxes and without interest, which tender offer expired one minute after 11:59 p.m., New York City time, on January 26, 2026.

Based on the final count by Broadridge Corporate Issuer Solutions, LLC, the depositary for the tender offer, a total of 4,907,881 shares of Common Stock were properly tendered and not properly withdrawn.

The tender offer was oversubscribed. In accordance with the terms and conditions of the tender offer and based on the final count by the depositary, Anebulo accepted for payment an aggregate of 300,000 shares, including 134,306 “odd lots,” of its Common Stock at a purchase price of $3.50 per share, for an aggregate cost of approximately $1.05 million, excluding fees and expenses relating to the tender offer. Anebulo accepted the shares on a pro rata basis, except for tenders of “odd lots,” which were accepted in full. Anebulo has been informed by the depositary that the final proration factor for the tender offer was 3.47392%. The shares accepted for payment represent approximately 0.73% of the shares that were outstanding as of January 26, 2026.

Payment for the shares accepted for purchase pursuant to the tender offer, and the return of all other shares tendered and not purchased, will occur promptly. Payment for shares will be made in cash, without interest.

A copy of the press release issued by the Company is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

Important Additional Information

This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any shares of Common Stock or any other securities.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed with this Current Report on Form 8-K:

Exhibit Number		Description
99.1		Press Release dated January 29, 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: January 29, 2026	By:	/s/ Richard Anthony Cunningham
		Richard Anthony Cunningham
		Chief Executive Officer and Interim Chief Financial Officer

FAQ

What did Anebulo Pharmaceuticals (ANEB) announce in its latest 8-K?

Anebulo Pharmaceuticals announced the final results of a tender offer to repurchase 300,000 common shares at $3.50 each, totaling about $1.05 million. The offer was oversubscribed, and shares were accepted on a pro rata basis, with odd-lot tenders accepted in full.

How many Anebulo (ANEB) shares were tendered versus accepted in the offer?

Shareholders of Anebulo tendered 4,907,881 common shares into the offer, but the company accepted only 300,000 shares for purchase. This reflects an oversubscribed offer, leading to proration and limiting accepted shares to roughly 0.73% of outstanding shares as of January 26, 2026.

What price did Anebulo (ANEB) pay per share in the tender offer?

Anebulo paid $3.50 per share in cash for each share accepted in the tender offer. This price applied to the 300,000 accepted shares, resulting in an aggregate repurchase cost of approximately $1.05 million, excluding related fees and expenses disclosed in the filing.

What was the proration factor applied in the Anebulo (ANEB) tender offer?

The final proration factor for Anebulo’s tender offer was 3.47392%. This factor determined how many shares from each non–odd-lot tender were accepted, because total tenders of 4,907,881 shares far exceeded the 300,000 shares Anebulo agreed to repurchase for cash.

How significant is Anebulo’s (ANEB) tender offer relative to its share count?

The 300,000 shares Anebulo repurchased in the tender offer represent about 0.73% of its common shares outstanding as of January 26, 2026. This indicates a relatively small reduction in the overall share count, based on the company’s own outstanding share reference.

How were odd-lot holders treated in the Anebulo (ANEB) tender offer?

Anebulo accepted all properly tendered odd-lot shares, totaling 134,306, in full. Unlike larger holdings subject to the 3.47392% proration factor, odd-lot tenders were not prorated, providing small shareholders submitting fewer than 100 shares certainty of full acceptance at $3.50 per share.