Anebulo Pharmaceuticals Inc

For the period ended Mar 6, 2025. Filed Mar 6, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 6, 2025 · Filed Mar 6, 2025

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ANEB$0.34-1.8%Stored close · as of Jul 8, 2026

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DEF 14A 1 formdef14a.htm

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant	☒
Filed by a party other than the Registrant	☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under § 240.14a-12

Anebulo Pharmaceuticals, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

1017 Ranch Road 620 South, Suite 107

Lakeway, Texas 78734

Notice of Annual Meeting of Stockholders

To Be Held On April 4, 2025

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders (the “Annual Meeting”) of Anebulo Pharmaceuticals, Inc., a Delaware corporation (the “Company”). The meeting will be held on Friday, April 4, 2025, at 9:00 a.m. (Pacific Time) via live webcast atwww.virtualshareholdermeeting.com/ANEB2025. The meeting will be held for the following purposes:

1.	To approve an amendment (the “Declassification Charter Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to provide for the declassification of the Company’s Board of Directors (the “Board”) (the “Declassification”);
2.	To elect the Board’s nominees, Joseph F. Lawler, Richard Anthony Cunningham, and Aron R. English, to serve as Class I directors for a term expiring at the annual meeting of stockholders to be held during the fiscal year ending June 30, 2028, and until their successors are duly elected and qualified; provided however, that if the Declassification proposal is approved by the stockholders, the terms of each of Joseph F. Lawler, Richard Anthony Cunningham, and Aron R. English, along with all other directors, will end at the annual meeting of stockholders of the Company that is held after the filing of the Declassification Charter Amendment (the “Initial Declassified Annual Meeting”), and commencing with the Initial Declassified Annual Meeting, all directors will stand for election at the Initial Declassified Annual Meeting for one-year terms;
3.	To approve an amendment to the Company’s Certificate of Incorporation to increase the authorized number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), from 50,000,000 to 75,000,000;
4.	To approve an amendment to the Company’s 2020 Stock Incentive Plan (the “Incentive Plan”) to increase the number of shares of Common Stock available for awards under the Incentive Plan by 2,500,000 shares;
5.	To ratify the selection by the Audit Committee of the Board of EisnerAmper LLP as the independent registered public accounting firm of the Company for its fiscal year ending June 30, 2025;
6.	To approve the removal of certain voting and transfer restrictions placed on 10,101,010 shares held by 22NW Fund, LP pursuant to a lock-up agreement; and
7.	To conduct any other business properly brought before the Annual Meeting.

These items of business are more fully described in the proxy statement accompanying this Notice.

The record date for the Annual Meeting is February 14, 2025. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders of the Company to Be Held on Friday, April 4, 2025 at 9:00 a.m. (Pacific Time) via live webcast atwww.virtualshareholdermeeting.com/ANEB2025.

The proxy statement and annual report to stockholders

are available athttps://ir.anebulo.com.

By Order of the Board,

/s/ Daniel George

Daniel George

Secretary

Lakeway, Texas

March 6, 2025

You are cordially invited to attend the Annual Meeting online. Whether or not you expect to attend the Annual Meeting, please complete, date, sign and return the enclosed proxy card, or vote over the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the Annual Meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder at least 72 hours prior to the Annual Meeting.

Table of Contents

Appendix A
General Information	1
Questions And Answers About These Proxy Materials And Voting	2
Proposal 1 Amendment to the Certificate of Incorporation to Provide for the Declassification of the Board of Directors	8
Proposal 2 Election Of Directors	10
Information Regarding Our Board Of Directors And Corporate Governance	14
Independence Of The Board Of Directors	14
Board Leadership Structure	14
Role Of The Board In Risk Oversight	14
Meetings Of The Board Of Directors	15
Information Regarding Committees Of The Board Of Directors	15
Audit Committee	15
Compensation Committee	16
Nominating And Corporate Governance Committee	17
Stockholder Communications With The Board Of Directors	19
Code Of Ethics	19
Hedging Policy	19
Proposal 3 Amendment to the Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock	20
Proposal 4 Amendment to Stock Incentive Plan to Increase the Number of Shares of Common Stock Available for Awards	22
Proposal 5 Ratification of Selection of Independent Registered Public Accounting Firm	30
Proposal 6 Removal of Lock-Up Restrictions	31
Security Ownership Of Certain Beneficial Owners And Management	33
Delinquent Section 16(A) Reports	34
Information About Our Executive Officers	35
Executive And Director Compensation	36
Summary Compensation Table	36
Potential Payments Upon Termination Or Change In Control	40
Outstanding Equity Awards At Fiscal Year End	43
Option Repricings	44
Director Compensation	45
Transactions With Related Persons And Indemnification	48
Related Person Transactions Policy And Procedures	48
Related Party Transactions	48
Indemnification	49
Householding Of Proxy Materials	50
Other Matters	51
Appendix B
Appendix C

1017 Ranch Road 620 South, Suite 107

Lakeway, Texas 78734

**PROXY STATEMENT

FOR THE Annual MEETING OF STOCKHOLDERS

TO BE HELD ON April 4, 2025

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