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.
| Item 12. | Exhibits. |
* |
Previously filed. |
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 | |