お知らせ • Feb 26
Anebulo Pharmaceuticals Provides Non-Compliance Update
On February 20, 2025, Anebulo Pharmaceuticals, Inc. received a letter (the Letter") from The Nasdaq Stock Market (Nasdaq") stating that the Company failed to comply with Nasdaq Listing Rule 5635(b) (Rule 5635(b)"), which requires stockholder approval prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the Company. Prior to the Private Placement, the Company had two directors, Joseph F. Lawler and Aron English, that each beneficially owned in excess of 40% of the Company's outstanding shares of Common Stock; however immediately after consummation of the Private Placement, Mr. English became the Company's largest stockholder, beneficially owning in excess of 50% of the voting power of the Company's Common Stock. Since immediately after the consummation of the Private Placement 22NW's purchase of the Shares increased Mr. English's beneficial ownership of Common Stock above the beneficial ownership of Common Stock of Joseph F. Lawler, the Company's largest stockholder prior to consummation of the Private Placement, Nasdaq determined that there was a change of control and that the Company was required to obtain prior stockholder approval under Rule 5635(b). At the time the Company entered into the Purchase Agreement and consummated the Private Placement, the Company did not believe that a change of control of the Company had occurred. The Letter has no immediate effect on the Company's continued listing on the Nasdaq Capital Market, subject to the Company's compliance with the other continued listing requirements. Pursuant to the Nasdaq Listing Rules, the Company had 45 calendar days (until April 6, 2025), to submit a plan to regain compliance (the Compliance Plan"). The Company submitted a Compliance Plan to Nasdaq. On February 24, 2025, the Company received a letter from Nasdaq notifying it that based on the Compliance Plan submitted to Nasdaq, the Nasdaq Staff has determined to grant the Company an extension to regain compliance with Rule 5635(b), as described below. The Compliance Plan proposed that 22NW and the Company enter into an irrevocable lock-up agreement pursuant to which 22NW would agree not to vote, sell, transfer, pledge or otherwise dispose of the Shares until such time as the Company obtained stockholder approval of the removal of such restrictions. In addition, irrevocable instructions to the Company's transfer agent would be provided informing the transfer agent that such Shares cannot be voted or sold or transferred. Furthermore, the Company proposed that the Shares would have a legend noting that they are subject to the terms of the Lock-Up Agreement. The Company also informed Nasdaq that it intended to file a preliminary proxy with the proposal described above to be voted on at its upcoming Annual Meeting of Stockholders (the Annual Meeting"). The Nasdaq Staff determined to grant the Company an extension until April 10, 2025 to obtain stockholder approval of the proposal and disclose results of the Annual Meeting. In the event the Company does not satisfy the terms of the Compliance Plan by obtaining stockholder approval of the proposal at the Annual Meeting and/or not disclosing the results of the Annual Meeting by April 10, 2025, the Staff will provide written notification that the Company's securities will be delisted, which the Company may appeal to a hearings panel. On February 24, 2025, in accordance with the Company's proposed Compliance Plan, the Company entered into the Lock-Up Agreement with 22NW, pursuant to which 22NW has agreed not to vote, sell, transfer, pledge or otherwise dispose of the Shares unless and until the Company's stockholders approve removing the lock-up restrictions thereby allowing such Shares to be voted and/or be sold or otherwise transferred. The Company also provided irrevocable instructions to the Company's transfer agent instructing the transfer agent that such Shares cannot be voted, sold, transferred, pledged or otherwise disposed of until the Company's stockholders approve the removal of the lock-up restrictions at a stockholder meeting held for such purpose and further instructed the transfer agent to place a legend on the Shares noting that they are subject to the terms of the Lock-Up Agreement. The Company plans to submit a proposal to its stockholders at the Annual Meeting, currently scheduled for April 4, 2025, related to the removal of the lock-up restrictions. By approving the removal of the voting and transfer restrictions on the Shares, stockholders are also approving and ratifying the issuance of the securities resulting in the change of control because upon removal of the lock-up restrictions, Mr. English who is the beneficial owner of 51% of the Company's outstanding shares of Common Stock, inclusive of the Shares which are currently restricted from voting pursuant to the Lock-Up Agreement, will have voting power over 51% of our outstanding shares of Common Stock. Joseph Lawler and entities he controls have entered into a Support Agreement with 22NW, agreeing to vote in favor of the proposal seeking to remove the lock-up restrictions on the Shares.
