SEC Form POS AM filed by Anebulo Pharmaceuticals Inc.
As filed with the Securities and Exchange Commission on September 19, 2025.
Registration Statement No. 333-285098
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
Post-Effective Amendment No. 1 to REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ANEBULO PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 2834 | 85-1170950 | ||
| (State or other jurisdiction
of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Anebulo Pharmaceuticals, Inc.
1017 Ranch Road 620 South, Suite 107
Lakeway, Texas 78734
(512) 598-0931
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)
Richard Anthony Cunningham
Chief Executive Officer
Anebulo Pharmaceuticals, Inc.
1017 Ranch Road 620 South, Suite 107
Lakeway, Texas 78734
(512) 598-0931
(Name, address, including zip code, and 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
Approximate date of commencement of proposed sale to the public: This post-effective amendment withdraws from registration all securities that remain unsold.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering: ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| Emerging Growth Company ☒ |
If an emerging growth company, indicate by checkmark 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
On February 20, 2025, Anebulo Pharmaceuticals, Inc., a Delaware corporation (the “Company”) filed, with the Securities and Exchange Commission, a Registration Statement on Form S-3 (No.333-285098) (the “Registration Statement”), which was declared effective on February 28, 2025, related to the resale from time to time of up to an aggregate of 15,151,514 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) by certain selling securityholders identified therein. The Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to withdraw and remove from registration the shares of Common Stock remaining unsold pursuant to the Registration Statement.
In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any shares of Common Stock that had been registered 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 Statement as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lakeway, State of Texas, on September 19, 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 Statement.