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): January 29, 2026

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 8.01 Other Events.

Tender Offer Final Results

On January 29, 2026, Anebulo Pharmaceuticals, Inc., a Delaware corporation (“Anebulo” or the “Company”), issued a press release announcing the final results of its previously announced tender offer to purchase for cash up to 300,000 shares of its common stock, par value $0.001 per share (“Common Stock”), at a purchase price of $3.50 per share, to the seller in cash, less any applicable withholding taxes and without interest, which tender offer expired one minute after 11:59 p.m., New York City time, on January 26, 2026.

Based on the final count by Broadridge Corporate Issuer Solutions, LLC, the depositary for the tender offer, a total of 4,907,881 shares of Common Stock were properly tendered and not properly withdrawn.

The tender offer was oversubscribed. In accordance with the terms and conditions of the tender offer and based on the final count by the depositary, Anebulo accepted for payment an aggregate of 300,000 shares, including 134,306 “odd lots,” of its Common Stock at a purchase price of $3.50 per share, for an aggregate cost of approximately $1.05 million, excluding fees and expenses relating to the tender offer. Anebulo accepted the shares on a pro rata basis, except for tenders of “odd lots,” which were accepted in full. Anebulo has been informed by the depositary that the final proration factor for the tender offer was 3.47392%. The shares accepted for payment represent approximately 0.73% of the shares that were outstanding as of January 26, 2026.

Payment for the shares accepted for purchase pursuant to the tender offer, and the return of all other shares tendered and not purchased, will occur promptly. Payment for shares will be made in cash, without interest.

A copy of the press release issued by the Company is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

Important Additional Information

This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any shares of Common Stock or any other securities.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed with this Current Report on Form 8-K:

Exhibit

Number

Description

99.1

Press Release dated January 29, 2026

104

Cover Page of 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: January 29, 2026	By:	/s/ Richard Anthony Cunningham
		Richard Anthony Cunningham
		Chief Executive Officer and Interim Chief Financial Officer

Anebulo Pharmaceuticals, Inc. 8-K