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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Anebulo Pharmaceuticals, Inc. (Name of Issuer) |
Common Stock, par value $0.001 (Title of Class of Securities) |
034569103 (CUSIP Number) |
Dan George c/o Anebulo Pharmaceuticals, Inc.,, 1017 Ranch Road 620 South, Suite 107 Lakeway, TX, 78734 (515) 598-0931 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/24/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. | 034569103 |
| 1 |
Name of reporting person
Aron R. English | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
21,929,880.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
51.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Rows 7, 9 and 11 include 104,475 shares of Common Stock issuable pursuant to options exercisable within 60 days.
(2) Rows 8, 10 and 11 include (i) 15,467,300 shares of Common Stock held by 22NW Fund, LP, (ii) 1,703,577 shares of Common Stock issuable pursuant to warrants exercisable within 60 days held by 22NW Fund, LP and (iii) 4,654,528 shares of Common Stock held by Pharma Investors, LLC. (3) Percentage calculated based on 41,084,731 shares of Common Stock outstanding as of December 23, 2024.
SCHEDULE 13D
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| CUSIP No. | 034569103 |
| 1 |
Name of reporting person
22 NW FUND, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
17,170,877.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
40.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) Percentage calculated based on 41,084,731 shares of Common Stock outstanding as of December 23, 2024.
SCHEDULE 13D
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| CUSIP No. | 034569103 |
| 1 |
Name of reporting person
PHARMA INVESTORS, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
4,654,528.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) Percentage calculated based on 41,084,731 shares of Common Stock outstanding as of December 23, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 |
| (b) | Name of Issuer:
Anebulo Pharmaceuticals, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
c/o Anebulo Pharmaceuticals, Inc.,, 1017 Ranch Road 620 South, Suite 107, Lakeway,
TEXAS
, 78734. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended and supplemented by adding the following:
As previously disclosed, on December 22, 2024, Anebulo Pharmaceuticals, Inc., a Delaware corporation (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement") with 22NW Fund, LP ("22NW"), as well as other institutional accredited investors (the "Investors"), pursuant to which the Company issued to the Investors, in a private placement priced at-the-market (the "Private Placement"), an aggregate of 15,151,514 shares of Common Stock, of which 10,101,010 of such shares (the "Shares") were issued to 22NW, a greater than 5% stockholder of the Company that is controlled by Aron English, a director of the Company. The Private Placement closed on December 23, 2024.
On February 24, 2025, the Company entered into a lock-up agreement (the "Lock-Up Agreement") with 22NW pursuant to which 22NW agreed not to vote, sell, transfer, pledge or otherwise dispose of the Shares that were issued to it in the Private Placement. Pursuant to the Lock-Up Agreement, the Company agreed to hold a stockholder meeting no later than April 30, 2025 (the "2025 Annual Meeting") and to submit a proposal for the removal of the voting and transfer restrictions set forth in the Lock-Up Agreement (the "Proposal") at the 2025 Annual Meeting. The Lock-Up Agreement further provides that any failure of the Company to hold a stockholder meeting to remove the lock-up restrictions by April 30, 2025 or to have the restrictions on voting and transfer of the Shares removed after receiving stockholder approval of the Proposal would be deemed a breach of the Lock-Up Agreement and 22NW would have a right to have the Shares redeemed.
In conjunction with entering into the Lock-Up Agreement, the Company executed an irrevocable letter (the "Irrevocable Instruction Letter"), which was acknowledged and agreed to by 22NW, instructing the Company's transfer agent not to allow the voting or sale, transfer, pledge or other disposition of the Shares until the Company's stockholders approve the removal of the lock-up restrictions at a stockholder meeting held for such purpose. The transfer agent has also been instructed to place a legend on the Shares noting that they are subject to the terms of the Lock-Up Agreement.
On February 24, 2025 the Reporting Persons and Dr. Joseph Lawler entered into a support agreement (the "22NW Support Agreement"). Pursuant to the 22NW Support Agreement, the Reporting Persons have agreed that from and after the 2025 Annual Meeting and at every meeting of the holders of the Company's common stock thereafter that holders of common stock are requested to vote upon a proposal to elect Dr. Lawler to the board of directors of the Company, however called, and at every adjournment or postponement thereof, the Reporting Persons shall vote the shares they beneficially own and have in their control at the time of such meeting in favor of the election of Dr. Lawler.
On February 24, 2025 the Reporting Persons and Dr. Joseph Lawler entered into a second support agreement (the "Lawler Support Agreement"). Pursuant to the Lawler Support Agreement, Dr. Lawler has agreed to vote all of the common stock of the Company owned or controlled by him at the 2025 Annual Meeting in favour of the Proposal (or at any other stockholder meeting held to vote on the Proposal). Also pursuant to the Lawler Support Agreement, Dr. Lawler has agreed that from and after the 2025 Annual Meeting and at every meeting of the holders of the Company's common stock thereafter that holders of common stock are requested to vote upon a proposal to elect Mr. Aron English to the board of directors of the Company, however called, and at every adjournment or postponement thereof, Dr. Lawler shall vote the shares he beneficially owns and has in his control at the time of such meeting in favor of the election of Mr. English.
Except as otherwise set forth in Amendment No. 2 to this Schedule 13D, there are no contracts, arrangements, understandings or similar relationships existing with respect to the securities of the Company between the Reporting Persons and any other person or entity. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended and supplemented by adding the following:
Exhibit 2: Support Agreement dated February 24, 2025 among 22NW Fund, LP, Pharma Investors, LLC and Dr. Joseph Lawler |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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