false
0001815974
0001815974
2026-01-26
2026-01-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 26, 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 Preliminary Results
On
January 27, 2026, Anebulo Pharmaceuticals, Inc., a Delaware corporation (“Anebulo” or the “Company”), issued
a press release announcing the preliminary 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 preliminary count by Broadridge Corporate Issuer Solutions, LLC, the depositary for the tender offer, a total of 4,897,188
shares of Common Stock were properly tendered and not properly withdrawn, excluding 10,868 shares that were tendered by
notice of guaranteed delivery.
The
tender offer was oversubscribed. In accordance with the terms and conditions of the tender offer and based on the preliminary count by
the depositary, Anebulo expects to accept for payment an aggregate of 300,000 shares 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 expects
to accept the shares on a pro rata basis, except for tenders of “odd lots,” which will be accepted in full. Anebulo has been
informed by the depositary that the preliminary proration factor for the tender offer is approximately 3.51542%. The shares expected
to be accepted for payment represent approximately 0.73 of the shares that were outstanding as of January 26, 2026.
The
number of shares expected to be purchased in the tender offer and the proration factor are preliminary and subject to change. The
preliminary information is subject to confirmation by the depositary and do not include any shares to be delivered through the notice
of guaranteed delivery. The final number of shares to be purchased in the tender offer will be announced following the expiration
of the guaranteed delivery period and the completion by the depositary of the confirmation process. 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 thereafter.
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 27, 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 27, 2026 |
By: |
/s/
Richard Anthony Cunningham |
| |
|
Richard
Anthony Cunningham |
| |
|
Chief
Executive Officer and Interim Chief Financial Officer |
