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One
Logan Square | 130 North 18th Street

Philadelphia,
PA 19103

Blankrome.com

October
10, 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/A

    Filed
    September 15, 2025

    File
    No. 005-92545

    Revised
    Preliminary Proxy Statement

    Filed
    September 15, 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 September 22, 2025 (the “Comment Letter”), relating to the above-referenced Schedule 13E-3/A (the
“Schedule 13E/A”) and the above-referenced Revised Preliminary Proxy Statement (the “Revised 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 (“Second 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, each of the numbered paragraphs below corresponds to
the numbered comment in the Staff’s Comment Letter and includes the caption used in the Comment Letter. Immediately following each
comment is the Company’s response to that comment. Defined terms used but not otherwise defined herein have the meanings ascribed
to such terms in the Second Revised Proxy Statement.

Revised
Preliminary Proxy Statement on Schedule 14A filed September 15, 2025

General

1. We
                                            note that your response to prior comment 1 in our letter dated August 14, 2025 indicates
                                            that Mr. English, 22NW Fund, LP, and Dr. Lawler signed support agreements wherein they “indicated
                                            that [they] will vote in favor of the Reverse Stock Split Proposal at the Special Meeting.”
                                            Please provide the disclosure required under Item 1005(e) of Regulation M-A and Item 5 of
                                            Schedule 13E-3 and file such agreements as exhibits pursuant to Item 1016(e) of Regulation
                                            M-A and Item 16 of Schedule 13E-3.

Response:

We
have added the disclosure regarding the support agreements entered into by Dr. Lawler and 22 NW Fund, LP. required under Item 1005(e)
of Regulation M-A and Item 5 of Schedule 13E-3 and filed the agreements as exhibits to the Revised Schedule 13E-3 pursuant to Item 1016(e)
of Regulation M-A and Item 16 of Schedule 13E-3. In addition, we want to point out as indicated in our prior letter, that Mr. English
did not execute a support agreement in his individual capacity, but rather as President of 22 NW Fund, LP. We also want to clarify that
stockholders holding 91.7% of our outstanding shares on the record date have not all entered into written support or voting agreements
with the Company agreeing to vote in favor of the Reverse Stock Split Proposal and the Adjournment Proposal. Rather, of the stockholders
holding the power to vote approximately 91.7% of our outstanding shares that have indicated that they will vote in favor of the proposals
at the Special Meeting, (i) only one stockholder holding the power to vote 6.1% of our outstanding shares has entered into a support
agreement (as described more fully below) agreeing to vote in favor of the Reverse Stock Split and waiving certain contractual
rights that would be violated by the Reverse Stock Split, (ii) stockholders holding the power to vote approximately 74.2% of our
outstanding shares (including 22 NW Fund, LP and Dr.
Lawler) have waived certain contractual rights that would be violated by the going private transaction and simply
expressed their intention to vote in favor of the Reverse Stock Split but were not contractually bound to do so, and (iii) Mr.
English, on behalf of himself and his affiliated entities that together own or control the power to vote approximately 11.3%
of our outstanding shares (excluding the shares held by 22 NW Fund, LP)
has simply expressed his intention to vote in favor of the Reverse Stock Split with respect to all shares for which he holds or
shares voting power but was not contractually bound to do so.

2. We
                                            note your response to prior comment 1 and are unable to agree that Mr. English, 22NW Fund,
                                            LP, and Dr. Lawler are not affiliates engaged in a Rule 13e-3 transaction. In addition to
                                            the factors noted in prior comment 1, we note your disclosure on page 23 indicating that
                                            the Special Committee was formed in response to interest expressed by certain Board members
                                            in a going private transaction and that, as indicated in your response, these affiliates
                                            signed support agreements in favor of the transaction. Please revise the Schedule 13E-3 to
                                            include Mr. English, 22NW Fund, LP, and Dr. Lawler as filing persons and provide all of the
                                            disclosure required for each as a filing person as a result of this comment.

Response:

We
respectfully disagree with the conclusion that Mr. English, 22NW Fund, LP, and Dr. Lawler are engaged in the Rule 13e-3 transaction.
As disclosed on page 7 of the Second Revised Proxy Statement “[t]he Board established the Special Committee, composed of
independent directors, for the purpose of evaluating strategic alternatives, including a potential going private transaction. . . The
Special Committee considered whether the Transaction, including the Reverse Stock Split, was in the best interests of our stockholders,
including our unaffiliated stockholders. In that regard, the Special Committee considered the purposes of and certain alternatives to
the Transaction” As stated on page 23 of the Second Revised Proxy Statement, the Board met to discuss various financing
and cost-cutting measures, including a going private transaction. Several Board members expressed interest in exploring various strategic
alternatives, one of such alternatives was a going private transaction. We have amended the language on page 23 of the Second Revised
Proxy Statement to more clearly reflect that the Special Committee was formed in order to explore various strategic alternatives,
including a going private transaction. In addition, the Special Committee was fully empowered to review, evaluate and recommend transactions
to the Board. In fact, unless the Special Committee recommended engaging in a particular transaction, the Board could not consummate
the transaction or any other transaction. Specifically, in forming the Special Committee the Board adopted resolutions which provided
that the Board could “not take any action with respect to (i) financing off of a shelf, (ii) a potential merger with a private
or public company looking to go public that could finance the current planned trials, or (iii) a going private transaction, unless such
action was recommended by the Special Committee.” Despite their significant stockholdings and positions as board members, neither
Mr. English, 22NW Fund, LP, nor Dr. Lawler had the authority to cause the Company to pursue any particular strategic transaction, including
the Transaction, unless such action was recommended by the Special Committee.

We
are aware that members of senior management of issuers going private are affiliates of that issuer
and often deemed to be engaged in the transaction and required to be a filer. However, none of 22NW Fund, LP,
Mr. English or Dr. Lawler are management of the Company. In addition, neither Mr. English, 22NW Fund, LP nor
Dr. Lawler hold enough shares of voting stock of the Company on their own to approve the Transaction since none of them own in excess
of 50% of the voting stock of the Company. In addition, a large portion of the securities held by 22NW Fund, LP are
warrants and therefore do not have voting rights. None of Mr. English, 22NW Fund, LP, and Dr. Lawler are financing the Transaction.
The Transaction expenses will be paid by the Company.

After
recommending the Reverse Stock Split and the going private transaction, the Special Committee determined it was necessary to obtain the
support and waiver of certain of the Company’s investors in light of contractual obligations that the Company had to such investors
that would be violated if the Company consummated the Transaction. Therefore, the support agreements were sought and obtained from the
three stockholders who participated in the Company’s December 2024 private placement transaction (the “December Investors”)
and their respective affiliates. The December Investors included two unaffiliated stockholders (the “December Unaffiliated Investors”)
who own 8.5% and 6.1% of the Company’s outstanding Common Stock and 22NW, all of whom had the same contractual rights which would
have been violated if not waived. The December Unaffiliated Investors are not deemed to be affiliates of the Company as they do not control
the Company and are not under common control with the Company. In requesting and obtaining the support agreements, 22NW Fund, LP was
treated no differently than the December Unaffiliated Investors. As stated above, 22NW Fund, LP executed a support agreement waiving
contractual rights that would be violated if the Company effected the going private transaction and indicated its support for the Reverse
Stock Split but was not contractually obligated to vote in favor of the Reverse Stock Split and neither Mr. English nor Dr. Lawler are
contractually obligated to vote in favor of the Reverse Stock Split.

Furthermore,
based on the Company’s current number of record holders (unless there are a large number of kick-outs), we believe the Company
could effect a going private transaction without effecting the Reverse Stock Split or requiring a vote of stockholders. If it were to
choose to do so, then the stockholders who would receive payment for fractional shares resulting from the Reverse Stock Split will not
receive any payment. However, in such event the Company would still require a waiver of the covenants discussed above from all three
December Investors and not just 22NW Fund, LP, further supporting the fact that 22NW Fund, LP is no different than the other December
Investors.

Based
on the foregoing, we do not believe that Mr. English, 22NW Fund, LP, and Dr. Lawler are filing persons.

Background
of the Transaction, page 21

 3. We
                                            note your response to prior comment 4 and the revised disclosure indicating that Houlihan
                                            Capital provided two fairness opinions, one dated July 11, 2025, reflecting a fixed stock
                                            split ratio, and another dated July 15, 2025, reflecting a stock split ratio range. Please
                                            ensure your disclosure separately summarizes both opinions and explains the changes between
                                            the July 11 opinion and the July 15 opinion, as required under Item 1015 of Regulation M-A
                                            and Item 9 of Schedule 13E-3, and file the July 11, 2025, opinion as required under Item
                                            1016(c) of Regulation M-A and Item 16 of Schedule 13E-3.

Response:

We
believe that the Revised Proxy Statement on page 21 did contain a summary of both opinions and explain the changes between the two opinions.
Accordingly, we have not revised such disclosure. We have filed the July 11, 2025 opinion as an exhibit to the Revised Schedule 13E-3.

 4. We
                                            note your response to prior comment 5. Please also provide the disclosure required under
                                            Item 1015(a) of Regulation M-A and file as an exhibit the July 10, 2025, draft report and
                                            summarize any material changes or updates between the draft and final reports.

Response:

We
have provided the disclosure required under Item 1015(a) of Regulation M-A in our previous filing and have filed the July 10, 2025
draft report as an exhibit to the Revised Schedule 13E-3.

Fairness
of the Transaction, page 31

5. Please
                                            revise what appears to be an errant partial sentence at the bottom of page 31.

Response:

We
have revised the Second Revised Proxy Statement to remove the errant partial sentnce at the bottom of page 31.

6. We
                                            note your response to prior comment 7 and reissue the comment. Item 1014 of Regulation M-A
                                            requires a determination of fairness of a transaction specifically to unaffiliated security
                                            holders. Particularly because, as indicated in your other responses, a majority of the Company’s
                                            outstanding shares are contractually obligated to be voted in favor of the Transaction, the
                                            stockholder vote does not appear to evidence procedural fairness to unaffiliated stockholders.
                                            Please revise to avoid the implication that the stockholder vote provides procedural fairness
                                            to unaffiliated stockholders.

Response:

As
disclosed in the Second Revised Proxy Statement and as stated above, each of our directors, the December Investors and their respective
affiliates, who together hold or share the power to vote approximately 91.7% of our outstanding shares on the record date have indicated
that they will vote in favor of the Reverse Stock Split with respect to all shares for which they hold or share voting power. To clarify,
stockholders holding 91.7% of our outstanding shares on the record date have not all entered into written support or voting agreements
with the Company regarding voting in favor of the Reverse Stock Split Proposal and the Adjournment Proposal. Rather, of the stockholders
holding the power to vote approximately 91.7% of our outstanding shares that have indicated that they will vote in favor of the proposals
at the Special Meeting, (i) a stockholder holding the power to vote 6.1% of our outstanding shares has entered into a support agreement
(as described more fully below) waiving certain contractual obligations that would be violated by the going private transaction
and agreed to vote in favor of the Reverse Stock Split, (ii) stockholders holding the power to vote approximately 74.2% of our
outstanding shares have waived certain contractual rights that would be violated by the going
private transaction and simply expressed their intention to vote in favor of the Reverse
Stock Split Proposal but are not contractually bound to do so, and (iii) stockholders (Mr. English and his affiliates other than 22NW
Fund, LP) holding the power to vote approximately 11.3% of our outstanding shares have simply
expressed their intention to vote in favor of the Reverse Stock Split but are not contractually bound to do so.

As
stated above, after recommending the Reverse Stock Split and the going private transaction, the Special Committee determined it was necessary
to obtain the support and