As
filed with the Securities and Exchange Commission on September 26, 2025
Registration
No. 333-264432
Registration
No. 333-287311
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-264432
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-287311
UNDER
THE
SECURITIES ACT OF 1933
ANEBULO
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
85-1170950 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
Number) |
1017
Ranch Road 620 South, Suite 107
Lakeway,
Texas |
|
78734 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Anebulo
Pharmaceuticals, Inc. 2020 Stock Incentive Plan
(Full
title of the plan)
Richard
Anthony Cunningham
Chief
Executive Officer
Anebulo
Pharmaceuticals, Inc.
1017
Ranch Road 620 South, Suite 107
Lakeway,
Texas 78734
(Name,
address of agent for service)
(512)
598-0931
(Telephone
number, including area code, of agent for service)
Copies
to:
Leslie
Marlow, Esq.
Melissa
Murawsky, Esq.
Blank
Rome LLP
1271
Avenue of the Americas
New
York, New York 10020
(212)
885-5000
(Name,
address and telephone number)
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one).
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION
OF SECURITIES
These
Post-Effective Amendments (these “Post-Effective Amendments”) relate to the following Registration Statements on Form
S-8 (collectively, the “Registration Statements”), filed with the Securities and Exchange Commission (the “SEC”)
by Anebulo Pharmaceuticals, Inc., a Delaware corporation (the “Company”):
| |
● |
Registration Statement
No. 333-264432, registering 2,667,500 shares of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), issuable pursuant to the Company’s 2020 Stock Incentive Plan (the “2020 Plan”), which
was filed with the SEC on April 22, 2022; and |
| |
|
|
| |
● |
Registration Statement
No. 333-287311, registering 2,500,000 shares of Common Stock, issuable pursuant to the Company’s 2020 Plan, which was filed
with the SEC on May 15, 2025. |
The
Company is filing these Post-Effective Amendments to the Registration Statements to withdraw and remove from registration the shares
of Common Stock remaining unsold pursuant to the Registration Statements.
In
accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective
amendment, any shares of Common Stock that had been registered for issuance but remain unsold at the termination of the offering, the
Company hereby removes from registration any and all shares of the Company’s Common Stock registered but unsold under the Registration
Statemenst as of the date hereof.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Lakeway, State of Texas, on September 26, 2025.
| |
ANEBULO PHARMACEUTICALS, INC. |
| |
|
| |
By: |
/s/
Richard Anthony Cunningham |
| |
Name: |
Richard Anthony Cunningham |
| |
Title: |
Chief Executive Officer |
Pursuant
to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration
Statements.
