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CORRESP
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 January
8, 2026

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Christina Chalk

 Re:
 Anebulo
 Pharmaceuticals, Inc.

 Schedule
 TO-I filed December 22, 2025

 Schedule
 13E-3 filed December 22, 2025

 Dear
Ms. Chalk:

 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 December 31, 2025 (the " Comment Letter "), relating to the above-referenced filings.

 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.

 Schedule
TO-I and Schedule 13E-3 filed December 22, 2025

 Purpose
and Reasons for the Offer and the Transaction, page 10

 1. State
 the reasons for the timing of the going private transaction, taking into account that many
 of the conditions it is intended to address (costs of being a reporting company, lack of
 liquidity) have existed for some time. See Item 7 of Schedule 13E-3 and Item 1013(c) of Regulation
 M-A.

 Response:
As stated in the Section entitled Background of the Transaction in the Offer to Purchase, as a drug development company with no product
approved for commercial sale, the Company does not generate revenue. The Board was unable to raise significant financing in its December
2024 financing from the public markets and raised only a portion of the amount of funding that it will need in order to finish clinical
trials and commercialize its product candidate. When the Company went public in 2021, the capital markets for smaller public companies,
particularly, life science companies were much more favorable with most companies having the ability to raise significant capital from
public offerings. During 2025, the capital markets for smaller public companies were not very favorable with many life science companies
struggling to raise money and the Board had been advised that without significant insider participation it would be unlikely for the
Company to raise any money.

 We
have updated the disclosure in the Offer to Purchase to directly state the unfavorable status of the capital markets for smaller public
companies during 2025, especially for many life science companies.

 United States Securities and Exchange Commission January
 8, 2026 Page 2

 2. Explain
 in further detail the reasons for the transaction structure, including all of the alternative
 transaction structures considered (besides the reverse stock split which the company abandoned
 earlier this year). See Item 7 of Schedule 13E-3 and Item 1013(b) of Regulation M-A. Your
 discussion should address the concern you express that the tender offer may not have the
 desired effect of allowing the company to remain deregistered.

 Response:
As stated in the Section entitled Alternatives to the Transaction in the Offer to Purchase, the Company evaluated other strategic alternatives
in making their determination to proceed with the Transaction. When considering the various alternatives to the Transaction, the primary
focus was the level of assurance that the selected alternative would result in the Company maintaining fewer than 300 record owners of
its Common Stock, thus allowing the Company to achieve its objective, relative to the other alternatives under consideration, as well
as the potential costs of the alternative transactions.

 The
Special Committee and the Board had considered a reverse merger transaction. However, the Special Committee and the Board concluded this
alternative would take an extended amount of time while likely incurring significant legal and audit fees to complete, and, there would
be no assurance that the potential buyers with whom the Company had been engaging would proceed to completion of the merger or sale.
In addition, there could be no assurance that other potential buyers would be found or, if found, that such potential buyers would proceed
to completion of the merger or sale.

 The
Special Committee and the Board also considered maintaining the status quo. In this scenario, the Company would continue to incur the
significant expenses of being an SEC reporting company, without enjoying the benefits traditionally associated with being a public reporting
company. Accordingly, the Special Committee and the Board rejected this alternative.

 The
Special Committee and the Board also considered and approved a reverse stock split. However, subsequent to announcing the proposed reverse
stock split transaction, the Special Committee determined that the number of fractional shares that would result from such a reverse
stock split would make the cash payments due in respect of such fractional shares too high, and that making such payments would not be
in the best interest of the Company or our stockholders. Therefore, the Special Committee determined to recommend to the Board that it
abandon the proposed reverse stock split transaction. On December 17, 2025, the Board determined to abandon the proposed reverse stock
split transaction.

 As
a result, the Special Committee and the Board determined that although a tender offer would not be able to guarantee a large reduction
in the number of stockholders that the reverse stock split would be able to guarantee, it would provide for a reduction in the number
of holders at a fixed cash payment controlled by the Company. Accordingly, such a transaction would help reduce the number of outstanding
stockholders at a fixed cost, which would be ultimately beneficial to the Company in "going private".

 United States Securities and Exchange Commission January
 8, 2026 Page 3

 Background
of the Transaction, page 12

 3. Refer
 to page 14, third full paragraph. Clarify whether the "certain of the Company's
 stockholders with significant stock holdings" with whom it discussed going private
 include Messrs. Lawler and English, who together own 80% of the company.

 Response:
The reference to "certain of the Company's stockholders with significant holdings" was a reference to two unaffiliated
stockholders that invested in the Company's December 2024 financing and had contractual rights that would require a waiver in order
to consummate the going private transaction.

 We
have updated the Offer to Purchase to clarify which stockholders are being referred to in this discussion.

 4. Where
 you reference the valuation analyses and materials produced by Houlihan in connection with
 the fairness analysis it performed in the summer of 2025 in connection with the proposed
 reverse stock split, revise to note how shareholders can access those materials as exhibits
 to your prior filings.

 Response:
We have added the requested information.

 5. Refer
 to page 16 in this section, second to last paragraph. You state that in July 2025 after filing
 a preliminary proxy statement in connection with a contemplated reverse stock split/going
 private transaction, the company received "inbound interest from potential financial
 and strategic partners." Expand the Background to identify the parties referenced and
 explain each contact with such party concerning a potential alternate transaction. Include
 pricing terms where applicable. In each case, explain why such alternate transaction was
 not pursued. We note that on page 18, you refer to "the potential buyers with whom
 the Company had been engaging," but there is no discussion of those contacts and why
 they ceased, did not result in a transaction or were not pursued.

 Response:
The inbound interest included interest from a finance and capital raising group that discussed investing in the company through an equity
investment in order to take control of the Company and engage in a reverse merger with a company to be identified in the future. However,
no reverse merger candidate was ever identified during such discussions and therefore reverse merger terms and deal structure were never
finalized and no letters of intent were executed. The Company's management also spoke to a private company that it had heard had
an interest in going public to discuss a reverse merger with such entity. However, the third party was not in a position at that time
to discuss deal terms. Lastly, the Company was contacted by an investment bank that wanted to be retained for a six month period to find
a reverse merger candidate. Again, no candidate was identified, no final deal terms were discussed and no letters of intent were executed.

 We
have added the requested information.

 United States Securities and Exchange Commission January
 8, 2026 Page 4

 Reservation
of Rights, page 21

 6. Reserving
 the right to terminate the offer at will in the discretion of the Board raises concerns that
 this offer is illusory in contravention of Regulation 14E of the Exchange Act. While the
 company may condition the offer on any number of objective criteria as outlined in the Conditions
 section of the Offer to Purchase, it may not reserve the right to terminate at will outside
 those expressed offer conditions. Please revise.

 Response:
We have deleted the disclosure under "Reservation of Rights" on page 21 in full. Later in the "Special Factors"
section of the Offer to Purchase under the heading "Termination of the Transaction" on page 30 we include a cross reference
to a discussion in Section 15 which provides that the Company will only terminate the Offer if the criteria outlined in the Conditions
section of the Offer to Purchase is not met.

 Conditions
of the Offer, page 44

 7. Refer
 to the fifth bulleted offer condition, which refers to events that have occurred or have
 been threatened and that may affect the company "or any of our subsidiaries or affiliates."
 Revise to identify the relevant subsidiaries and affiliates to which this offer condition
 applies, or consider narrowing its scope .

 Response:
We have narrowed the fifth bulleted offer condition to apply only to the Company and have removed references to "subsidiaries and
affiliates".

 8. Refer
 to the last paragraph of this section on page 46. If an offer condition is "triggered"
 the bidder must promptly notify target security holders whether it will waive the offer condition
 or assert it to terminate the offer. Stating that the bidder may waive a condition "at
 any time and from time to time" or that bidder may fail to exercise its right to assert
 a condition without being deemed to waive it is inconsistent with bidder's obligation.
 Please revise.

 Response:
We have revised the language in the last paragraph of the section referred to on page 46 to state that we will promptly notify
target securityholders whether we will waive or modify the applicable offer condition or assert the condition to terminate the offer.

 *****

 If
you have any questions or need additional information, please contact the undersigned at (212) 885-5358 or Melissa Palat Murawsky at
(215) 569-5732.

 Sincerely,

 /s/
 Leslie Marlow

 Leslie Marlow