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    Anebulo Pharmaceuticals Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

    4/11/25 7:04:26 PM ET
    $ANEB
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $ANEB alert in real time by email
    false --06-30 0001815974 0001815974 2025-04-11 2025-04-11 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): April 11, 2025

     

     

     

    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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     

    On April 4, 2025, at the Company’s 2025 Annual Meeting (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to increase the number of shares of common stock, par value of $0.001 per share, authorized for issuance under the Certificate of Incorporation from 50,000,000 shares to 75,000,000 shares (such amendment, the “Share Increase Amendment”). On April 11, 2025, the Company filed the Share Increase Amendment with the Secretary of State of the State of Delaware. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Increase Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference

     

    At the Company’s Annual Meeting, the Company’s stockholders also approved an amendment to the Company’s Certificate of Incorporation (the “Declassification Charter Amendment”) to provide for the declassification of the Company’s Board of Directors commencing at the annual meeting of stockholders of the Company that is held after the filing of the Declassification Charter Amendment (the “Initial Declassified Annual Meeting”), and commencing with the Initial Declassified Annual Meeting, all directors will stand for election at the Initial Declassified Annual Meeting for a one-year term. On April 11, 2025, the Company filed the Declassification Charter Amendment with the Secretary of State of the State of Delaware. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Declassification Charter Amendment, a copy of which is filed as Exhibit 3.2 hereto and is incorporated herein by reference.

     

    On April 11, 2025, the Company’s Board of Directors approved an amendment (the “Bylaws Amendment”) to the Amended and Restated Bylaws of the Company (the “Bylaws”) to include conforming language related to the board declassification in the Company’s Bylaws. The Bylaws Amendment became effective upon the effectiveness of the Declassification Charter Amendment. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws Amendment, a copy of which is filed as Exhibit 3.3 hereto and is incorporated herein by reference.

     

    Item 9.01. Financial Statements and Exhibits.

     

    (d) Exhibits.

     

      Exhibit No.   Description
      3.1  

    Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Anebulo Pharmaceuticals, Inc. (Share Increase Amendment)

      3.2   Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Anebulo Pharmaceuticals, Inc. (Declassification Charter Amendment)
      3.3   Amendment to the Amended and Restated Bylaws of Anebulo Pharmaceuticals, Inc.
      104   Cover Page 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: April 11, 2025 By: /s/ Richie Cunningham
        Richie Cunningham
        CEO

     

     

     

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