Anebulo Pharmaceuticals Enters Private Placement and Lock-Up Agreement, Receives Nasdaq Extension

Anebulo Pharmaceuticals, Inc. (NASDAQ: ANEB) announced on February 24, 2025, key developments regarding its recent private placement and subsequent Nasdaq compliance matters in a current Form 8-K filing with the SEC.

On December 22, 2024, the company entered into a securities purchase agreement with 22NW Fund, LP and other institutional accredited investors. Under the private placement, Anebulo issued an aggregate of 15,151,514 shares of its common stock, including 10,101,010 shares allocated to 22NW Fund, LP. Following the closing of the offering on December 23, 2024, the change in the allocation of shares resulted in director Aron English’s beneficial ownership increasing to more than 50% of the voting power, a shift that triggered Nasdaq’s review.

Nasdaq issued a letter on February 20, 2025, notifying Anebulo that the company had failed to satisfy Listing Rule 5635(b). The rule requires stockholder approval when a security issuance results in a change of control. Prior to the private placement, the company had two directors, each owning in excess of 40% of the issued common stock, but the recent placement positioned Mr. English as the company’s largest stockholder. While Anebulo did not initially consider the change “a change of control,” Nasdaq’s determination mandated remedial action.

In response, the company submitted a Compliance Plan to Nasdaq by the required deadline, proposing a lock-up agreement with 22NW Fund, LP as part of its corrective measures. On February 24, 2025, Anebulo executed the Lock-Up Agreement. Under its terms, 22NW agreed not to vote, sell, transfer, pledge, or otherwise dispose of the shares issued to it until stockholders approve the removal of these restrictions at an upcoming stockholder meeting, with the Annual Meeting currently scheduled for April 4, 2025. The lock-up agreement includes the placement of a legend on the shares and irrevocable instructions to the company’s transfer agent regarding their restricted status.

Nasdaq has granted Anebulo an extension until April 10, 2025, for stockholder approval of the proposal and for disclosing the results of the Annual Meeting. Failure to meet these deadlines or obtain the necessary approvals could result in the shares being redeemed and potentially trigger further listing implications, although the Nasdaq Staff indicated that the letter has no immediate effect on the company’s continued listing, pending compliance with other listing criteria.

Anebulo’s filing, which also included exhibits with the Lock-Up Agreement and an accompanying Irrevocable Instruction Letter, underscores the company’s efforts to address Nasdaq’s concerns and maintain its listing status while navigating the implications of a significant change in control.

No further commentary on financial performance or broader strategic implications was provided in the filing. The company’s response illustrates its proactive approach in meeting regulatory requirements amid significant changes in its ownership structure.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Anebulo Pharmaceuticals’s 8K filing here.

Anebulo Pharmaceuticals Company Profile

Anebulo Pharmaceuticals, Inc, a clinical-stage biotechnology company, engages in developing solutions for people suffering from acute cannabinoid intoxication (ACI) and substance addiction. The company's lead product candidate is ANEB-001, a small molecule cannabinoid receptor antagonist, which is in a Phase II clinical trial to address the unmet medical need for a specific antidote for ACI.