SEC Form SC 13G filed by ANEW MEDICAL INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

ANEW MEDICAL INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

03465E108

(CUSIP Number)

June 21, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

þ Rule 13d-1(c)

¨ Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

ANEW MEDICAL, INC. (the “Issuer”)

13576 Walnut Street

Omaha, NE 68144

This Statement is being filed jointly on behalf of the following persons (collectively, the “Reporting Persons”):

The principal business address of Mr. Grossman is 1 East Putman Avenue, 4^th Floor, Greenwich, CT 06830. The principal business address of each of CCM, Chardan Securities, Mr. Urbach and Mr. Propper is One Pennsylvania Plaza, Suite 4800, New York, NY 10119.

Common Stock, par value $0.0001 per share

03465E108

Not applicable.

The shares reported in this Schedule 13G consist of (i) 1,500,000 shares of the Issuer’s Common Stock assigned to CCM by Dr. Joseph Sinkule, the Issuer’s Chief Executive Officer, as partial payment of an investment banking fee due to CCM in connection with the Issuer’s initial business combination, which was consummated on June 18, 2024, (ii) 115,000 shares of Common Stock issued to CCM upon conversion of the Private Units, (iii) 11,500 shares of Common Stock issued to CCM upon conversion of the rights included in the Private Units, (iv) 345,000 shares of Common Stock included in the unit issuable upon exercise of the Unit Purchase Option held by CCM, and (v) 34,500 shares of Common Stock underlying the right included in the unit issuable upon the exercise of the Unit Purchase Option, and excludes (i) 115,000 shares of Common Stock issuable upon exercise of the Private Warrants held by CCM and (ii) 345,000 shares of Common Stock issuable upon exercise of the UPO Warrants included in the unit issuable upon exercise of Unit Purchase Option. The Private Warrants are currently exercisable for a total of 115,000 shares of Common Stock and the UPO Warrants are exercisable for a total of 345,000 shares of Common Stock, but each contains provisions preventing their exercise to the extent that such exercise would result in the holder (together with its affiliates) obtaining greater than 9.99% of the Common Stock. The amounts reported below exclude the number of shares of Common Stock that issuable upon exercise of the Private Warrants and the UPO Warrants, giving effect to these blocking provisions, because the number of Common Stock held by CCM and the number of Common Stock issuable upon exercise of the Unit Purchase Option are greater than 9.99% of the Common Stock. The Issuer issued 115,000 Private Units to CCM in a private placement that closed concurrently with the Issuer’s initial public offering on April 4, 2022 (including exercise of the underwriter’s over-allotment option). Each Private Unit consists of one share of Common Stock, one redeemable warrant to purchase one share of Common Stock at an exercise price of $11.50 per share and one right entitling the holder to receive one-tenth (1/10) of a share of Common Stock upon consummation of the Issuer’s initial business combination. The units issuable upon exercise of the Unit Purchase Option is identical to the Private Units. Chardan Securities, as the sole Class A Member and 99% owner of CCM, may be deemed to beneficially own the (i) shares of Common Stock, (ii) the shares of Common Stock issuable upon exercise of the Private Warrants, (iii) the shares of Common Stock included in the units issuable upon exercise of the Unit Purchase Option, and (iv) the shares of Common Stock issuable upon exercise of the UPO Warrants or conversion of the rights included in the units issuable upon exercise of the Unit Purchase Option, in each case, held directly by CCM, representing in the aggregate approximately 12.9% of the outstanding Common Stock. Each of Mr. Grossman, Mr. Urbach and Mr. Propper, as the members of Chardan Securities, may be deemed to beneficially own the (i) shares of Common Stock, (ii) the shares of Common Stock issuable upon exercise of the Private Warrants, (iii) the shares of Common Stock included in the units issuable upon exercise of the Unit Purchase Option, and (iv) the shares of Common Stock issuable upon exercise of the UPO Warrants or conversion of the rights included in the units issuable upon exercise of the Unit Purchase Option, in each case, held directly by CCM, representing in the aggregate approximately 12.9% of the outstanding Common Stock.                                                                              

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.      

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 27, 2024