UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
TO
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
(Final
Amendment)
Anebulo
Pharmaceuticals, Inc.
(Names
of Filing Persons (Issuer and Offeror))
COMMON
STOCK, PAR VALUE $0.001 PER SHARE
(Title
of Class of Securities)
034569103
(CUSIP
Number of Class of Securities)
Richard
Anthony Cunningham
Chief
Executive Officer
Anebulo
Pharmaceuticals, Inc.
1017
Ranch Road 620 South, Suite 107
Lakeway,
Texas 78734
Telephone:
(512) 598-0931
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With
copies to:
Leslie
Marlow, Esq.
Melissa
Murawsky, Esq.
Blank
Rome LLP
1271
Avenue of the Americas
New
York, NY 10020
(212)
885-5000
| ☐ |
Check
the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check
the appropriate boxes below to designate any transactions to which the statement relates:
| |
☐ |
third-party
tender offer subject to Rule 14d-1. |
| |
☒ |
issuer
tender offer subject to Rule 13e-4. |
| |
☒ |
going-private
transaction subject to Rule 13e-3. |
| |
☐ |
amendment
to Schedule 13D under Rule 13d-2. |
Check
the following box if the filing is a final amendment reporting the results of the tender offer: ☒
If
applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| |
☐ |
Rule
13e-4(i) (Cross-Border Issuer Tender Offer) |
| |
☐ |
Rule
14d-1(d) (Cross-Border Third-Party Tender Offer) |
EXPLANATORY
NOTE
This
Final Amendment (this “Final Amendment”) amends and supplements the combined Tender Offer Statement and Rule 13e-3
Transaction Statement on Schedule TO, originally filed by Anebulo Pharmaceuticals, Inc., a Delaware corporation (“Anebulo”
or the “Company”), with the U.S. Securities and Exchange Commission (“SEC”) on December 22, 2025,
as amended and supplemented on January 8, 2026, and January 27, 2026 (as amended and supplemented, the “Schedule TO”)
relating to the tender offer by the Company to purchase for cash up to 300,000 shares of its common stock, par value $0.001 per share,
at a purchase price of $3.50 per share, to the seller in cash, less any applicable withholding taxes and without interest, upon the terms
and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal, copies of which were attached
to the Schedule TO and which, together with any other related materials, as each may be amended or supplemented from time to time, collectively
constitute the “Offer.”
This
Final Amendment is being filed to report the results of the Offer and is intended to satisfy the reporting requirements of Rule 13e-3(d)(3)
and Rule 13e-4(c)(4) promulgated under the Securities Exchange Act of 1934, as amended. Except as amended or supplemented hereby, all
terms of the Schedule TO and the exhibits thereto remain unchanged. Capitalized terms used and not otherwise defined in this Final Amendment
shall have the meanings assigned to such terms in the Offer to Purchase.
The
following information is provided pursuant to Rule 13e-3(d)(3) and Rule 13e-4(c)(4):
| ● | The
Company has received the final results of the Offer, which expired one minute after 11:59
p.m., New York City time, on January 26, 2026. |
| ● | A
total of 4,907,881 Shares were validly tendered and not properly withdrawn prior to the expiration
of the Offer. |
| ● | The
Offer was oversubscribed. In accordance with the terms and conditions of the Offer and based
on the final count by the Depositary, the Company accepted for payment an aggregate of 300,000
Shares, including 134,306 “odd lots,” 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 Offer. The Company accepted the Shares on a pro rata basis, except for tenders of
“odd lots,” which were accepted in full. The Company has been informed by the
Depositary that the final proration factor for the Offer was 3.47392%. The Shares accepted
for payment represent approximately 0.73% of the Shares that were outstanding as of January
26, 2026. |
| ● | The
Company will wire payment for the Shares to the Depositary for the Offer on January
29, 2026. |
| ● | The
Depositary will promptly pay for all of the Shares accepted for purchase and return all other
Shares tendered and not purchased in accordance with the terms and conditions of the Offer. |
| Item
11. |
Additional
Information. |
Item
11 of the Schedule TO is hereby amended and supplemented by adding the following:
On
January 29, 2026 Anebulo issued a press release announcing the final results of the Offer, which expired at one minute after 11:59 p.m.,
New York City time, on January 26, 2026. A copy of the press release is filed as Exhibit (a)(1)(I) hereto and is incorporated by reference
herein.
| (a)(1)(A)* |
Offer
to Purchase dated December 22, 2025. |
| |
|
| (a)(1)(B)* |
Letter
of Transmittal. |
| |
|
| (a)(1)(C)* |
Notice
of Guaranteed Delivery. |
| |
|
| (a)(1)(D)* |
Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
| |
|
| (a)(1)(E)* |
Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
| |
|
| (a)(1)(F)* |
Form
of Notice of Withdrawal |
| |
|
| (a)(1)(G) |
Press
Release dated December 22, 2025 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed
with the SEC on December 22, 2025). |
| |
|
(a)(1)(H) |
Press
Release dated January 27, 2026 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed
with the SEC on January 27, 2026). |
| |
|
| (a)(1)(I) |
Press Release dated January 29, 2026 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on Jamuary 29, 2026). |
| |
|
| (b) |
Not
Applicable. |
| |
|
| (c)(1)* |
Opinion
of Houlihan Capital dated December 17, 2025 (incorporated herein by reference to Annex A of the Offer to Purchase filed as Exhibit
(a)(1)(A) of this Schedule TO-I). |
| |
|
| (c)(2)* |
Presentation,
dated December 17, 2025 of Houlihan Capital |
| |
|
| (d)(1) |
Investors’
Rights Agreement, dated June 18, 2020, between Anebulo Pharmaceuticals, Inc. and 22NW, LP (incorporated by reference to Exhibit 10.3
to the Company’s Registration Statement on Form S-1 filed with the SEC on April 1, 2021). |
| |
|
| (d)(2) |
Anebulo
Pharmaceuticals, Inc. 2020 Stock Incentive Plan, as amended, and Form of Award Agreement thereunder (incorporated by reference to
Exhibit 10.2 to the Company’s Annual Report on Form 10-K filed with the SEC on September 9, 2022). |
| |
|
| (d)(3) |
Form
of Indemnification Agreement between Anebulo Pharmaceuticals, Inc. and each of its directors (incorporated by reference to Exhibit
10.8 to the Company’s Registration Statement on Form S-1 filed with the SEC on April 1, 2021). |
| |
|
| (d)(4) |
Employment
Agreement, effective as of May 20, 2022, between Anebulo Pharmaceuticals, Inc. and Kenneth Cundy (incorporated by reference to Exhibit
10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 24, 2022). |
| |
|
| (d)(5) |
Non-Employee
Director Compensation Policy (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed with
the SEC on September 9, 2022). |
| |
|
| (d)(6) |
Executive
Employment Agreement, dated October 5, 2023, between the Company and Richard Anthony Cunningham (incorporated by reference to Exhibit
10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 6, 2023). |
| |
|
| (d)(7) |
Form
of Securities Purchase Agreement, dated December 23, 2024, by and between the Company and the purchasers listed on the signature
page thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December
23, 2024). |
| |
|
| (d)(8) |
Amended
and Restated Loan Agreement, dated February 10, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly
Report on Form 10 Q filed with the SEC on February 14, 2025). |
| |
|
| (d)(9) |
Amendment
to the Company’s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed with the SEC on April 7, 2025). |
| |
|
| (d)(10)* |
Form
of Waiver and Consent which was executed by 22NW Fund, L.P., Joseph Lawler and Nantahala Capital Management, LLC |
| |
|
| (d)(11)* |
Support
Agreement dated as of July 22, 2025 by and between Anebulo Pharmaceuticals, Inc. and The Mangrove Partners Master Fund, Ltd. |
| |
|
| (g) |
Not
Applicable. |
| |
|
| (h) |
Not
Applicable. |
| |
|
| 107* |
Filing
Fee Table. |
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Final Amendment is true, complete
and correct.
Date:
January 29, 2026
| Anebulo
Pharmaceuticals, Inc. |
|
| |
|
|
| By: |
/s/
Richard Anthony Cunningham |
|
| Name: |
Richard
Anthony Cunningham |
|
| Title: |
Chief
Executive Officer |
|
