SecProbe.io

CORRESP
1
filename1.htm

    Phone:
    (215)
    569-5732

    Fax:
    (215)
    832-5732

    Email:
     melissa.murawsky@blankrome.com

September
15, 2025

VIA
EDGAR

United
States Securities

and
Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Laura McKenzie

  Re:
  Anebulo Pharmaceuticals, Inc.

  Schedule
13E-3 filed July 23, 2025

  File
No. 005-92545

  Preliminary
Proxy Statement filed July 23, 2025

  File
No. 001-40388

Dear
Ms. McKenzie:

On
behalf of our client, Anebulo Pharmaceuticals, Inc. (the “Company”), we submit this letter in response to comments
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained
in its letter dated August 14, 2025 (the “Comment Letter”), relating to the above-referenced Schedule 13E-3 (the “Schedule
13E”) and the above-referenced Preliminary Proxy Statement (the “Proxy Statement”). We are concurrently
submitting via EDGAR a revised Schedule 13E-3 (the “Revised Schedule 13E-3”), which includes a revised draft of the
Proxy Statement (“Revised Proxy Statement”) as an exhibit thereto, together with other additional and/or revised exhibits
the Revised Schedule 13E-3.

Set
forth below in bold are comments from the Comment Letter. For your convenience, the numbered paragraph below corresponds to the numbered
comment in the Staff’s Comment Letter and includes the caption used in the Comment Letter. Immediately following the comment is
the Company’s response to that comment, including, where applicable, a cross-reference to the location of changes made in the Revised
Proxy Statement in response to the Staff’s comment. Defined terms used but not otherwise defined herein have the meanings ascribed
to such terms in the Revised Proxy Statement.

Schedule
13E-3 filed July 23, 2025

General

1. Rule
                                            13e-3 requires that each issuer and affiliate engaged in a going private transaction file
                                            a Schedule 13E-3 and furnish the required disclosures. Please advise us as to what consideration
                                            was given to whether Aron R. English, 22NW Fund, LP, or Joseph F. Lawler are affiliates engaged
                                            in the going private transaction and, accordingly, should be filing persons on the Schedule
                                            13E-3. We note:

 ● Mr.
                                            English is a board member and the Company’s largest stockholder, beneficially owning
                                            over 50% of the Company’s outstanding Common Stock;

 ● 22NW
                                            Fund, LP is a significant stockholder associated with Mr. English; and

United
States Securities

and
Exchange Commission

September
15, 2025

Page
2

 ● Dr.
                                                                                                                                                                                                                                                                                   Lawler is the Chairman of the Board with significant stock ownership. Alternatively,
                                                                                                                                                                                                                                                                                   please revise the Schedule 13E-3 to include Mr. English, 22NW Fund, LP, and Dr. Lawler as filing persons. For assistance in making
                                                                                                                                                                                                                                                                                   this determination, please refer to Question 201.05 of the Division of Corporation Finance’s Compliance and Disclosure
                                                                                                                                                                                                                                                                                   Interpretations for Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3, available at:
                                                                                                                                                                                                                                                                                   https://www.sec.gov/divisions/corpfin/guidance/13e-3-interps.htm.

Response:
In response to the Staff’s comment and after careful consideration of the text of Rule 13e-3 (“Rule 13e-3”)
under the Exchange Act, the Division of Corporation Finance’s guidance in the Going Private Transactions, Exchange Act Rule 13e-3
and Schedule 13E-3 Compliance and Disclosure Interpretations (“C&DIs”), the Interpretative Release Relating to
Going Private Transactions Under Rule 13e-3 (Release No. 34-17719, April 13, 1981) (the “Interpretative Release”),
Rule 12b-2 under the Exchange Act, and Release No. 34-39538 (Jan. 12, 1998) relating to Amendments to Beneficial Ownership Reporting
Requirements (the “Beneficial Ownership Reporting Amendments Release”), the Company determined, and respectfully submits
to the Staff, that although Dr. Lawler, Mr. English and 22NW Fund, LP are deemed affiliates of the Company, it believes they are not
“engaged” in the Rule 13e-3 transaction, and therefore, are not required to be included as filing persons.

In
C&DI 201.05, the Staff indicated that two separate but related issues may be raised when determining “filing-person”
status in a going-private transaction. First, is whether the person is an “affiliate” of the issuer within the scope of Rule
13e-3(a)(1), and second, is whether the affiliate is deemed to be engaged, either directly or indirectly, in the going private transaction.

Specific
to directors, C&DI 201.05 states that “[d]epending on the facts and circumstances of the transaction, such management affiliates
also might be deemed to be engaged in the transaction and may incur a Schedule 13E-3 filing obligation separate from that of the issuer.”
The C&DI further notes that “[a]n important aspect of the staff’s analysis was the fact that the issuer’s management
ultimately would hold a material amount of the surviving company’s outstanding equity securities, occupy seats on the board of
the company in addition to senior management positions, and otherwise be in a position to “control” the surviving company
within the meaning of Exchange Act Rule 12b-2 (i.e., “possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.”

Similarly,
C&DI 201.01 provides that where continuity of management post-transaction exists, the following factors should be considered in determining
whether parties engaged in a transaction may be required to file a Schedule 13E-3: “increases in consideration to be received by
management, alterations in management’s executive agreements favorable to such management, the equity participation of management
in the acquiror, and the representation of management on the board of the acquiror.”

United
States Securities

and
Exchange Commission

September
15, 2025

Page
3

 A. We
                                            believe Dr. Lawler is not “engaged” in the Rule 13e-3 transaction

As
noted by the Staff, Dr. Lawler is deemed to be an “affiliate” of Anebulo because Dr. Lawler is Chairman of the Board with
significant stock ownership. Please note, however, that Dr. Lawler is an independent director and is not an executive director and is
not part of the management team. Notwithstanding the fact that Dr. Lawler signed a support agreement wherein Dr. Lawler indicated that
he will vote in favor of the Reverse Stock Split Proposal at the Special Meeting, Anebulo respectfully submits that the facts and circumstances
of Dr. Lawler’s role in the proposed Transaction do not rise to the level of Dr. Lawler being “engaged” in the Rule
13e-3 transaction because Dr. Lawler does not expect to, and will not, receive any special treatment as a result of the Transaction.
Dr. Lawler’s role in the Transaction is no more significant than any other member of Anebulo Board.

Moreover,
the decision to engage in the going private transaction in the form of the Reverse Stock Split was evaluated and recommended to the Board
by a Special Committee of the Company’s Board of Directors, comprised of independent directors other than Dr. Lawler, using a financial
advisor of its choosing. In fact, as stated above, in forming the Special Committee, the Board restricted itself from taking any action
with respect to a going private transaction unless such action was recommended by the Special Committee. The Transaction does not involve
a third party or a change in control, but rather was proposed primarily as a cost cutting measure given the relative lack of benefits
the Company realizes as a public reporting company.

Dr.
Lawler will receive the same cash consideration in the Transaction for all of his fractional shares as any other common stockholder.
In addition, neither Dr. Lawler’s stock ownership nor his position on the Board places him in a position to control Anebulo. Dr.
Lawler is one of eight directors having only one vote on the Board and therefore is not in a position to control the Board. In addition,
although, Dr. Lawler holds a large number of shares of common stock of Anebulo, he is not the largest stockholder and his stock ownership
position does not allow him to control any stockholder vote on his own including a vote that requires 50% of the outstanding shares of
common stock such as the proposed Reverse Stock Split.

Dr.
Lawler is no differently situated than any other director of Anebulo and will not receive any unique consideration or other benefits
in the Transaction. Taken together with the fact that Dr. Lawler’s role in the Transaction is no more significant than any other
member of the Anebulo Board (except with respect to the voting of his shares), we believe Dr. Lawler is not “engaged” in
the Transaction for purposes of Rule 13e-3.

 B. We
                                            believe Mr. English is not “engaged” in the Rule 13e-3 transaction .

As
noted by the Staff, Mr. English is deemed to be an “affiliate” of Anebulo because Mr. English is a member of the Anebulo
Board and the Company’s largest beneficial stockholder, beneficially owning over 50% of the Company’s outstanding
common stock. Please note, however, that Mr. English is not an executive director and is not part of the management team. Notwithstanding
the fact that Mr. English signed a support agreement on behalf of 22NW, wherein Mr. English indicated that 22NW will vote in favor of
the Reverse Stock Split Proposal at the Special Meeting, Anebulo respectfully submits that the facts and circumstances of Mr. English’s
role in the proposed Transaction do not rise to the level of Mr. English being “engaged” in the Rule 13e-3 transaction because
Mr. English does not expect to, and will not, receive any special treatment as a result of the Transaction. Mr. English’s role
in the Transaction is no more significant than any other member of Anebulo Board, except with respect to his beneficial share ownership
and the voting of such shares.

United
States Securities

and
Exchange Commission

September
15, 2025

Page
4

Moreover,
as stated above, the decision to engage in the going private transaction in the form of the Reverse Stock Split was evaluated and recommended
to the Board by a Special Committee of the Company’s Board of Directors, composed of independent directors, using a financial advisor
of its choosing. In fact, in forming the Special Committee, the Board restricted itself from taking any action with respect to a going
private transaction unless such action was recommended by the Special Committee. The Transaction does not involve a third party or a
change in control, but rather was proposed primarily as a cost cutting measure given the relative lack of benefits the Company realizes
as a public reporting company.

Mr.
English will receive the same cash consideration in the Transaction for all of his fractional shares as any other common stockholder.
In addition, Mr. English is one of eight directors having only one vote on the Board and therefore is not in a position to control the
Board.

Mr.
English is no differently situated than any other director of Anebulo and will not receive any unique consideration or other benefits
in connection with the Transaction. Taken together with the fact that Mr. English’s role in the Transaction is no more significant
than any other member of the Anebulo Board (except with respect to the voting of his shares), we believe Mr. English is not “engaged”
in the Transaction for purposes of Rule 13e-3.

 C. We
                                            believe 22NW is not “engaged” in the Rule 13e-3 transaction

As
noted by the Staff, 22NW Fund, LP (“22NW”) is deemed to be an “affiliate” of the Company because it is
a significant stockholder of the Company that is associated with Mr. English. Mr. English serves as the Manager of 22NW Fund GP,
LLC, which is the General Partner of 22NW. 22NW, LP serves as the investment advisor to 22NW. Mr. English is the founder and Portfolio
Manager of 22NW, LP.

Notwithstanding
the fact that 22NW signed a support agreement wherein 22NW indicated that it will vote in favor of the Reverse Stock Split Proposal at
the Special Meeting, Anebulo respectfully submits that the facts and circumstances of 22NW’s role in the proposed Transaction do
not rise to the level of 22NW being “engaged” in the Rule 13e-3 transaction because 22NW will not, receive any special treatment
as a result of the Transaction. 22NW’s role in the Transaction is no more significant than any other stockholder, except with respect
to the voting of its shares.

Other
than the fact that 22NW has significant voting power as a stockholder of the Company (and the fact that 22NW has agreed to vote those
shares in favor of the Transaction in accordance with the terms of a support agreement), 22NW has not negotiated, and will not receive
any additional equity ownership in the Company upon consummation of the Transaction. 22NW will receive the same treatment in the Transaction
for all of its shares of the Company’s common stock as any other common stockholder.

Because
22NW is no differently situated than any other stockholder, and has not negotiated, and will not receive, any unique consideration or
other benefits in connection with the Transaction, we believe 22NW is not “engaged” in the Transaction for purposes of Rule
13e-3.

 United
States Securities

and
Exchange Commission

September
15, 2025

Page
5

2. Please
                                            mark as preliminary the proxy statement and form of proxy. See Rule 14a- 6(e)(1).

Response:
We have marked the Revised Proxy Statement and form of proxy as preliminary per Rule 14a-6(e)(1).

3. Please
                                            explain how you determined that disclosure with respect to only the midpoint of the Range
                                            of Stock Split Ratios, rather than, for example, providing additional examples reflecting
                                            the lower and upper limits of the range, is adequate.

Response:
In response to the Staff’s comment, we have amended the Revised Proxy Statement to add disclosure related to the lower, midpoint
and upper limits of the range of the