SecProbe.io

CORRESP
 1
 filename1.htm

 1271
Avenue of the Americas | New York, NY 10020

 blankrome.com

 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 December 31, 2025

Leslie Marlow
Partner
Blank Rome LLP
1271 Avenue of the Americas
New York, New York 10020

 Re: Anebulo Pharmaceuticals, Inc.
 Schedule TO-I filed December 22, 2025
 Schedule 13E-3 filed December 22, 2025
 SEC File No. 5-92545
Dear Leslie Marlow:

 We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

 Please respond to these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.

 After reviewing your response to these comments, we may have additional
comments.

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.
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.
Background of the Transaction, page 12
 December 31, 2025
Page 2

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.
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.
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.
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.
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.
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.
 December 31, 2025
Page 3

 We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

 Please direct any questions to Christina Chalk at 202-551-3263.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers &
Acquisitions
</TEXT>
</DOCUMENT>

CORRESP
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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

September 22, 2025
Richard Anthony Cunningham
Chief Executive Officer
Anebulo Pharmaceuticals, Inc.
1017 Ranch Road 620 South, Suite 107
Lakeway, Texas 78734
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 Richard Anthony Cunningham:
            We have reviewed your filings and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
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.
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 2.

September 22, 2025
Page 2
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.
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 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.
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.
Fairness of the Transaction, page 31
5.Please revise what appears to be an errant partial sentence 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 .
7.We note your response to prior comment 9 and the added disclosure that the Special
Committee and the Board did not view the fact that both the Company and the Special
Committee relied on Blank Rome as a "lack of independent legal counsel." While you
may explain why you believe it did not negatively impact procedural fairness, please
revise to remove the implication that the Board and the Special Committee had
independent legal counsel while both were receiving advice from the same source.

September 22, 2025
Page 3
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Laura McKenzie at 202-551-4568.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

CORRESP
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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

August 14, 2025
Richard Anthony Cunningham
Chief Executive Officer
Anebulo Pharmaceuticals, Inc.
1017 Ranch Road 620 South, Suite 107
Lakeway, Texas 78734
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 Richard Anthony Cunningham:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments. Please note that all page and heading references in this letter refer to disclosure in
the preliminary proxy statement filed on July 23, 2025. All defined terms used here have the
same meaning as in that preliminary proxy statement, and revisions responding to
these comments should be made there, unless otherwise noted.
Schedule 13E-3 filed July 23, 2025
General
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 shareholder, •1.

August 14, 2025
Page 2
beneficially owning over 50% of the Company's outstanding Common Stock;
•22NW Fund, LP is a significant shareholder associated with Mr. English; and
•Mr. 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 Mr. 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.
2.Please mark as preliminary the proxy statement and form of proxy. See 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.
Background of the Transaction, page 21
4.In the sixth paragraph on page 24, please correct the date of Houlihan Capital's written
fairness opinion, which is dated July 15 rather than July 11.
5.We note that Houlihan Lokey provided a draft report to the Special Committee on
July 10, 2025. Provide the disclosure required by Item 1015(b)(6) of Regulation M-A
with respect to that report. Please also file the report as an exhibit to the Schedule
13E-3. See Item 16 of Schedule 13E-3 and Item 1016(c) of Regulation M-A.
Fairness of the Transaction, page 31
6.Note that if any filing person has based its fairness determination on the analysis of
factors undertaken by others, such person must expressly adopt this analysis and
discussion as their own in order to satisfy the disclosure obligation under Item 8 of
Schedule 13E-3 and Item 1014(b) of Regulation M-A. See Question 20 of Exchange
Act Release No. 34-17719 (April 13, 1981). Please revise to state, if true, that the
Special Committee adopted the Houlihan Capital analysis and opinion and that the
Board adopted the Special Committee's analysis and conclusion.
7.We note your disclosure on page 34 that the Reverse Stock Split is procedurally fair to
unaffiliated stockholders because it, among other reasons, is subject to approval of a
majority of stockholders. While you acknowledge that the stockholders who may be
cashed out represent a "nominal percentage of the vote," please explain how you
determined that this stockholder approval supports procedural fairness to unaffiliated
stockholders in light of the fact that holders of approximately 91.7% of the
outstanding shares, including 78.2% beneficially owned by directors of the Company
and 51.2% beneficially owned by a single director, have indicated they will vote in
favor of the Transaction.
8.Please explain the "disadvantages of the Reverse Stock Split as a means to effect the
Transaction" referenced in the first paragraph on page 35. See Item 7 of Schedule
13E-3 and Instruction 2 to Item 1013 of Regulation M-A.
We note that it appears the Special Committee did not engage independent legal 9.

August 14, 2025
Page 3
counsel. If that is the case, please advise how the Special Committee and Board
considered the lack of independent legal counsel in their procedural fairness
determination, particularly in light of the fact that the Transaction is not subject to
approval by a majority of unaffiliated stockholders.
Fairness Opinion of Financial Advisor, page 35
10.We note that Houlihan Capital reviewed scenario-based revenue projections prepared
by the Company as part of its analysis. Please include all projections prepared by
management and provided to Houlihan Lokey for purposes of preparing the fairness
opinion. Your expanded discussion should also discuss the underlying assumptions
and limitations on any projections provided.
11.We note that Houlihan Capital reviewed an opportunity assessment report by IQVIA
as part of its analysis. Please advise whether this report is materially related to the
transaction and, if it is, provide the disclosure required by Item 1015(b) of Regulation
M-A. Refer to Item 1015(a) of Regulation M-A. Please also file the report as an
exhibit to the Schedule 13E-3. See Item 16 of Schedule 13E-3 and Item 1016(c) of
Regulation M-A.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Laura McKenzie at 202-551-4568.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

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    February
    26, 2025

VIA
EDGAR

United
States Securities

and
Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Jason Drory

    Re:

    Anebulo
    Pharmaceuticals, Inc.

    Registration
    Statement on Form S-3

    Filed
    February 20, 2025

    File
    No: 333-285098

Dear
Mr. Drory:

Anebulo
Pharmaceuticals, Inc. (the “Registrant”) hereby requests that the effective date of the above-referenced Registration
Statement on Form S-3 (File No. 333-285098), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”)
to become effective on Friday, February 28, 2025, at 5:00 p.m., Eastern Time, or as soon as reasonably practicable thereafter.

The
Registrant understands that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware
of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

The
Registrant hereby authorizes Leslie Marlow of Blank Rome LLP to orally modify or withdraw this request for acceleration. Please contact
Ms. Marlow at (516) 457-4238 with any questions you may have concerning this request, and please notify Ms. Marlow when this request
for acceleration has been granted.

    Very
    truly yours,

    ANEBULO
    PHARMACEUTICALS, INC.

    By:
    /s/
    Richard A. Cunningham

    Name:
    Richard
    A. Cunningham

    Title:
    Chief
    Executive Officer

cc:
Leslie Marlow, Blank Rome LLP

February 25, 2025
Richard Anthony Cunningham
Chief Executive Officer
Anebulo Pharmaceuticals, Inc.
1017 Ranch Road 620 South, Suite 107
Lakeway, TX 78734
Re:Anebulo Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed February 20, 2025
File No. 333-285098
Dear Richard Anthony Cunningham:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Leslie Marlow, Esq.

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Anebulo
Pharmaceuticals, Inc.

1415
Ranch Road 620 South, Suite 201

Lakeway,
Texas 78734

(512)
598-0931

November
8, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Doris Stacey Gama

Re:
Anebulo Pharmaceuticals, Inc.

Registration
Statement on Form S-1

File
No. 333-268113

Acceleration
Request

Requested
Date: Thursday, November 10, 2022

Requested
Time: 4:00 p.m. Eastern Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby
requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on
Form S-1 (the “Registration Statement”) to become effective at 4:00 p.m. Eastern Time on Thursday, November
10, 2022, or as soon thereafter as is practicable.

Once
the Registration Statement has been declared effective, please orally confirm that event with Ken Rollins of Cooley LLP at (858) 550-6136
or Asa Henin of Cooley LLP at (858) 550-6104.

Sincerely,

    Anebulo
    Pharmaceuticals, Inc.

    By:
    /s/
                                            Simon Allen

    Simon
    Allen

    Chief
    Executive Officer

United States securities and exchange commission logo
November 8, 2022
Rex Merchant
Chief Financial Officer
Anebulo Pharmaceuticals, Inc.
1415 Ranch Road 620 South, Suite 201
Lakeway, TX 78734
Re:Anebulo Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed November 2, 2022
File No. 333-268113
Dear Rex Merchant:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ken Rollins, Esq.

CORRESP
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Email: sfeldman@olshanlaw.com

DIRECT
DIAL: 212.451.2234

May
5, 2021

VIA
EMAIL AND EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

  Attention:
  Margaret Schwartz, Esq.,

  Division of Corporation Finance,

  Office of Life Sciences

 Re: Anebulo
                                            Pharmaceuticals, Inc.

    Registration
                                            Statement on Form S-1 (No. 333-254979)

    Registration
                                         Statement on Form 8-A (No. 001-40388)

Ladies
and Gentlemen:

On
behalf of Anebulo Pharmaceuticals, Inc. (the “Company”), we enclose the Company’s request for acceleration of
the above-referenced Registration Statements to 4:30 p.m., Eastern time, on Thursday, May 6, 2021, or as soon as possible
thereafter.

Please
advise the undersigned of the effectiveness of the Registration Statements.

    Very
    truly yours,

    /s/
    Spencer G. Feldman

    Spencer
    G. Feldman

cc: Dr.
                                            Daniel Schneeberger

  Mr.
                                            David Lachtman

  Ben
                                            A. Stacke, Esq.

ANEBULO
PHARMACEUTICALS, INC.

1415
Ranch Road 620 South, Suite 201

Lakeway,
Texas 78734

May
5, 2021

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

  Attention:
  Margaret Schwartz, Esq.,

  Division of Corporation Finance,

  Office of Life Sciences

 Re: Anebulo
                                            Pharmaceuticals, Inc.

    Registration
                                            Statement on Form S-1 (No. 333-254979)

    Registration
                                         Statement on Form 8-A (No. 001-40388)

Ladies
and Gentlemen:

Anebulo
Pharmaceuticals, Inc. hereby requests that the effectiveness of the above-referenced Registration Statements be accelerated so
that they will become effective at 4:30 p.m., Eastern time, on Thursday, May 6, 2021, or as soon as possible thereafter.

    Very
    truly yours,

    ANEBULO
    PHARMACEUTICALS, INC.

    By:
    /s/
    Daniel Schneeberger, M.D.

    Daniel
    Schneeberger, M.D.

    Chief
    Executive Officer

CORRESP
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Email:
sfeldman@olshanlaw.com

Direct
Dial: 212.451.2234

May
5, 2021

VIA
EDGAR AND ELECTRONIC MAIL

U.S.
Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Attn.:
    Division
    of Corporation Finance

    Office
    of Life Sciences

    Re:
    Anebulo
    Pharmaceuticals, Inc.

    Amendment
    No. 1 to Registration Statement on Form S-1

    Filed
    April 26, 2021

    File
    No. 333-254979

Ladies
and Gentlemen:

On
behalf of Anebulo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), we are filing through EDGAR one complete
copy of Amendment No. 2 of the Company’s Registration Statement on Form S-1 (the “Amendment”), for the registration
of shares of the Company’s common stock, including one complete copy of the exhibits listed as filed therewith.

The
Amendment responds to the comments received from the staff of the U.S. Securities and Exchange Commission (the “SEC”)
in its comment letter dated May 4, 2021 with respect to Amendment No. 1 to the Company’s Registration Statement on Form
S-1 filed by the Company on April 26, 2021, as discussed below.

Courtesy
copies of this letter and the Amendment (as marked to reflect changes), together with all exhibits, are being provided by email
directly to the staff for its convenience (attention: Margaret Schwartz, Esq.) in the review of the foregoing documents.

To
facilitate the staff’s review, the SEC’s comments are reproduced before the Company’s responses thereto.

Amendment
No.1 to Registration Statement on Form S-1, Filed April 26, 2021

Capitalization,
page 49

    1.
    Please
    revise your capitalization table to address the following comments:

    ●
    Please
    update the number of shares of common stock issued and outstanding actual, pro forma and pro forma, as adjusted in the table
    to give effect of the forward stock split, as well as the conversion of your series A preferred stock and the exercise of
    your milestone warrants, so investors have a complete picture of your outstanding shares and their impact.

    May 5, 2021

Page 2

    ●
    Please
    include the conversion of your series A preferred stock and the exercise of your milestone warrants as part of your pro forma
    balances, to give effect of your existing shareholders, such that the pro forma, as adjusted, would reflect the new shareholder
    proceeds upon the closing of this offering.

Response:
As requested by the staff, the number of shares in each column of the Capitalization table has been updated to give effect to
the forward stock split, the conversion of the series A preferred stock and the exercise of the milestone warrants, as applicable.
The pro forma balances have also been updated to include the conversion of the series A preferred stock and the exercise of the
milestone warrants, and the pro forma, as adjusted column reflects the new shareholder proceeds upon the closing of the offering.
Please see page 49.

Financial
Statements

Note
12d. Subsequent Events, page F-15

    2.
    You
    state on pages F-15 and F-26 that the Company approved a 6-for-1 forward stock split contingent upon the successful completion
    of the Company’s IPO, whereas on pages 9, 12 and 92 you state that the forward stock split will occur prior to the effectiveness
    of your offering. Please revise throughout the filing for consistency. In addition, if the forward split will occur prior
    to or upon effectiveness, please revise your annual and interim financial statements and financial data throughout the filing
    to give retroactive effect of the forward stock split in accordance with ASC 505-10-S99-4.

Response:
As stated by the staff, the stock split will be consummated prior to the completion of the offering. This revised language appears
on pages 9, 12, 49 and 92. Finally, the annual and interim financial statements and financial data throughout the filing have
been updated to give retroactive effect to the stock split in accordance with ASC 505-10-S99-4.

*
* *

Pursuant
to Rule 461 of Regulation C of the Securities Act of 1933, both the Company and The Benchmark Company, LLC are concurrently filing
requests with the staff of the SEC for acceleration of effectiveness of the Registration Statement to 4:30 p.m. on May 6, 2021,
or as soon thereafter as practicable. We understand representatives of FINRA will be communicating to you its approval of the
underwriting compensation arrangements for the offering.

Kindly
address any comments or questions that you may have concerning this letter or the enclosed materials to Daniel Schneeberger, M.D.,
the Chief Executive Officer of the Company (tel.: (857) 500-2017) or me (tel.: (212) 451-2234).

    Very
    truly yours,

    /s/
    Spencer G. Feldman

    Spencer
    G. Feldman

    cc:
    Margaret
    Schwartz, Esq.

    Ms. Mary
    Mast

    Dr.
    Daniel Schneeberger

    Mr.
    David Lachtman

    Ben
    A. Stacke, Esq.

CORRESP
1
filename1.htm

May
5, 2021

VIA
EDGAR TRANSMISSION

Division
of Corporate Finance

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549-6010

    Attn:
    Margaret
    Schwartz, Esq.

    Division
    of Corporation Finance

    Office
    of Life Sciences

    Re:
    Anebulo
    Pharmaceuticals, Inc.

    Registration
        Statement on Form S-1 (Registration No. 333-254979)

        Registration
        Statement on Form 8-A (No. 001-40388)

    Request
    for Acceleration of Effective Date

Ladies
and gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), The Benchmark Company, as representative
of the several underwriters, hereby joins Anebulo Pharmaceuticals, Inc. in requesting that the Securities and Exchange Commission
(the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-254979) and
Registration Statement on Form 8-A (No. 001- ) (collectively, the “Registration Statements”) to become effective on
May 6, 2021 at 4:30 p.m., Eastern Time, or as soon as practicable thereafter.

Pursuant
to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary
prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statements.

We
have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended, to the extent applicable.

    Very
    truly yours,

    THE
    BENCHMARK COMPANY

    By:
    /s/
    John J. Borer III

    Name:
    John
    J. Borer III

    Title:
    Senior
    Managing Director

    cc:
    Dr.
    Daniel Schneeberger, Chief Executive Officer, Anebulo Pharmaceuticals, Inc.

    Spencer
    G. Feldman, Esq., Olshan Frome Wolosky LLP

    Ben
    A. Stacke, Esq., Faegre Drinker Biddle & Reath LLP

United States securities and exchange commission logo
May 4, 2021
Daniel Schneeberger, M.D.
Chief Executive Officer
Anebulo Pharmaceuticals, Inc.
1415 Ranch Road 620 South, Suite 201
Lakeway, TX 78734
Re:Anebulo Pharmaceuticals, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed April 26, 2021
File No. 333-254979
Dear Dr. Schneeberger:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 15, 2021 letter.
Amendment No.1 to Registration Statement on Form S-1, Filed April 26, 2021
Capitalization, page 49
1.Please revise your capitalization table to address the following comments:

•Please update the number of shares of common stock issued and outstanding actual,
pro forma and pro forma, as adjusted in the table to give effect of the forward stock
split, as well as the conversion of your series A preferred stock and the exercise of
your milestone warrants, so investors have a complete picture of your outstanding
shares and their impact.
•Please include the conversion of your series A preferred stock and the exercise of
your milestone warrants as part of your pro forma balances, to give effect of your

 FirstName LastNameDaniel Schneeberger, M.D.
 Comapany NameAnebulo Pharmaceuticals, Inc.
 May 4, 2021 Page 2
 FirstName LastName
Daniel Schneeberger, M.D.
Anebulo Pharmaceuticals, Inc.
May 4, 2021
Page 2
existing shareholders, such that the pro forma, as adjusted, would reflect the new
shareholder proceeds upon the closing of this offering.
Financial Statements
Note 12d. Subsequent Events, page F-15
2.You state on pages F-15 and F-26 that the Company approved a 6-for-1 forward stock
split contingent upon the successful completion of the Company's IPO, whereas on pages
9, 12 and 92 you state that the forward stock split will occur prior to the effectiveness of
your offering. Please revise throughout the filing for consistency. In addition, if the
forward split will occur prior to or upon effectiveness, please revise your annual and
interim financial statements and financial data throughout the filing to give retroactive
effect of the forward stock split in accordance with ASC 505-10-S99-4.

            You may contact Li Xiao at 202-551-4391 or Mary Mast at 202-551-3613 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Margaret Schwartz at 202-551-7153 or Jeffrey Gabor at 202-551-2544 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Spencer G. Feldman, Esq.

CORRESP
1
filename1.htm

Email: sfeldman@olshanlaw.com

Direct Dial: 212.451.2234

April
26, 2021

VIA
EDGAR AND ELECTRONIC MAIL

U.S.
Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Attn.:
    Division
    of Corporation Finance,

    Office
    of Life Sciences

    Re:
    Anebulo
    Pharmaceuticals, Inc.

    Registration
    Statement on Form S-1

    Filed April
    1, 2021

    File
    No. 333-254979

Ladies
and Gentlemen:

On
behalf of Anebulo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), we are filing through EDGAR one complete
copy of Amendment No. 1 to the Company’s Registration Statement on Form S-1 (the “Amendment”), for the
registration of shares of the Company’s common stock, including one complete copy of the exhibits listed as filed therewith.

The
Amendment responds to the comment received from the staff of the U.S. Securities and Exchange Commission (the “SEC”)
in its comment letter dated April 15, 2021 with respect to the Company’s Registration Statement on Form S-1 filed by the
Company on April 1, 2021, as discussed below.

Courtesy
copies of this letter and the Amendment (as marked to reflect changes), together with all exhibits, are being provided by email
directly to the staff for its convenience (attention: Margaret Schwartz, Esq.) in the review of the foregoing documents.

To
facilitate the staff’s review, the SEC’s comment is reproduced before the Company’s response thereto.

Registration
Statement on Form S-1, Filed April 1, 2021

Exhibits

    1.
    On
    page 43 you state that the exclusive forum clause in your certificate of incorporation does not apply to suits brought to enforce
    a duty or liability created by the Exchange Act, and further provides that the federal district courts of the United States of America
    will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. The exclusive
    forum provision in your certificate of incorporation and bylaws, filed as Exhibits 3.1 and 3.2, does not mention applicability to
    claims arising under the Exchange Act or Securities Act. Please reconcile the exclusive forum provision in your certificate of incorporation
    and bylaws with the disclosure in the Registration Statement.

April
26, 2021

Page
2

Response:
In response to the staff’s comment, the form of Second Amended and Restated Certificate of Incorporation of the
Company is included as Exhibit 3.3 to the Amendment. The amended charter reconciles the exclusive forum provision with the
current disclosure in the Amendment. The exclusive forum provision is not addressed in the Company’s By-laws,
which are included as Exhibit 3.4 to the Amendment.

Article
VIII of the Company’s Second Amended and Restated Certificate of Incorporation provides as follows:

“Unless
the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall
be the sole and exclusive forum for (A) any derivative action or proceeding brought on behalf of the Corporation, (B) any
action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Corporation to
the Corporation or the Corporation’s stockholders, (C) any action asserting a claim arising against the Corporation
or any director, officer or other employee of the Corporation pursuant to any provision of the DGCL, this Certificate of Incorporation,
or the Bylaws of the Corporation, (D) any action asserting a claim governed by the internal affairs doctrine as such doctrine
exists under the law of the State of Delaware, in all cases to the fullest extent permitted by law and subject to the court having
personal jurisdiction over the indispensable parties named as defendants.  However, this sole and exclusive forum provision
will not apply in those instances where there is exclusive federal jurisdiction, including but not limited to certain actions
arising under the Securities Act or the Exchange Act. Unless the Corporation consents in writing to the selection of an alternative
forum, the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting
a cause of action arising under the Securities Act.”

*
* *

The
Amendment reflects the estimated offering size and price range for the shares of common stock to be offered in the Company’s
initial public offering. The Company and the underwriters intend to circulate the preliminary prospectus included in the Amendment
beginning on Tuesday, April 27, 2021, and expect to price the offering during the week of May 3, 2021. The Company
respectfully requests the staff to convey any additional comments they may have on the Registration Statement by Friday, April
30, 2021.

Kindly
address any comments or questions that you may have concerning this letter or the enclosed materials to Daniel Schneeberger, M.D.,
the Chief Executive Officer of the Company (tel.: (857) 500-2017) or me (tel.: (212) 451-2234).

    Very
    truly yours,

    /s/
    Spencer G. Feldman

    Spencer
    G. Feldman

    cc:
    Margaret
    Schwartz, Esq.

    Dr.
    Daniel Schneeberger

    Mr.
    David Lachtman

    Ben
    A. Stacke, Esq.

United States securities and exchange commission logo
April 15, 2021
Daniel Schneeberger, M.D.
Chief Executive Officer
Anebulo Pharmaceuticals, Inc.
1415 Ranch Road 620 South, Suite 201
Lakeway, TX 78734
Re:Anebulo Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed April 1, 2021
File No. 333-254979
Dear Dr. Schneeberger:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1, Filed April 1, 2021
Exhibits
1.On page 43 you state that the exclusive forum clause in your certificate of incorporation
does not apply to suits brought to enforce a duty or liability created by the Exchange Act,
and further provides that the federal district courts of the United States of America will be
the exclusive forum for resolving any complaint asserting a cause of action arising under
the Securities Act. The exclusive forum provision in your certificate of incorporation and
bylaws, filed as Exhibits 3.1 and 3.2, does not mention applicability to claims arising
under the Exchange Act or Securities Act. Please reconcile the exclusive forum provision
in your certificate of incorporation and bylaws with the disclosure in the Registration
Statement.

 FirstName LastNameDaniel Schneeberger, M.D.
 Comapany NameAnebulo Pharmaceuticals, Inc.
 April 15, 2021 Page 2
 FirstName LastName
Daniel Schneeberger, M.D.
Anebulo Pharmaceuticals, Inc.
April 15, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Li Xiao at 202-551-4391 or Mary Mast at 202-551-3613 if you have
questions regarding comments on the financial statements and related matters.  Please
contact Margaret Schwartz at 202-551-7153 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Spencer G. Feldman, Esq.

CORRESP
1
filename1.htm

Email: sfeldman@olshanlaw.com

Direct Dial: 212.451.2234

April
1, 2021

VIA
EDGAR AND E-MAIL

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

Mail
Stop 3628

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Margaret
    Schwartz, Esq.,

    Office
    of Life Sciences

    Re:
    Anebulo
    Pharmaceuticals, Inc.

    Amendment
    No. 1 to Draft Registration Statement on Form S-1

    Submitted
    March 12, 2021 .

Ladies
and Gentlemen:

On
behalf of Anebulo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), we are hereby filing in electronic
format through EDGAR with the U. S. Securities and Exchange Commission, pursuant to the Securities Act of 1933, amended, one complete
copy of the Company’s Registration Statement on Form S-1 (the “Registration Statement”), for the registration
of $15,000,000 in shares of the Company’s common stock, including one complete copy of the exhibits listed as filed
therewith.

The
Registration Statement responds to the comments received from the staff of the SEC in its comment letter dated March 25, 2021,
with respect to the Company’s Confidential Submission No. 2 of its Draft Registration Statement on Form S-1 (CIK No. 0001815974)
submitted confidentially to the Division of Corporation Finance by the Company on March 12, 2021, as discussed below.

Courtesy
copies of this letter and the Registration Statement (as marked to reflect changes), together with all exhibits, are being provided
by email directly to the staff for its convenience (attention: Margaret Schwartz, Esq.) in the review of the foregoing documents.

To
facilitate the staff’s review, the SEC’s comments are reproduced before each of the Company’s responses thereto.
All page numbers referred to in the responses to the staff’s comments correspond to the page numbers of the Registration
Statement.

April
1, 2021

Page
2

Draft
Registration Statement on Form S-1, Submitted March 12, 2021

Prospectus
Summary

Our
Company, page 1

    1.
    We
    note your response to prior comment 3. We find the revisions made to page 1 and elsewhere to be a rephrasing of the term “first-in-class”
    and not a removal of such references. Please remove any language that states or implies that your product candidate will be
    the first approved treatment for an indication. If your intention was to convey your belief that the product is further along
    in the development process, you may discuss that you are not aware of competing products that are further along in the development
    process.

Response:
In response to the staff’s comment, the Company has replaced the previous “first-in-class” language in the following
sentence (added words are italicized), which closely tracks the last sentence of the staff’s comment:

    There
    is no approved medical treatment currently available to specifically alleviate the symptoms of cannabinoid overdose and
    we are not aware of any competing products that are further along in the development process than ANEB-001 in reversing
    the effects of tetrahydrocannabinol (“THC”), the principal psychoactive constituent of cannabis.

    See
    pages 1, 52 and 64, as well as pages 8 and 71.

Our
Market Opportunity, page 4

    2.
    We
    note your response to prior comment 4. Please revise to remove the attribution to an unidentified third-party or revise your
    filing to identify such third party and file a consent from such third party. Please see Securities Act Rule 436 and Question
    233.02 of Securities Act Rules Compliance and Disclosure Interpretations.

Response:
With guidance from Question 233.02 of Securities Act Rules Compliance and Disclosure Interpretations, the Company has removed
the reference to the unnamed consultation and data services provider and has disclosed its own sponsorship of the physician survey.
See pages 4 and 67.

Our
Clinical Trials and Development Plan, page 5

    3.
    We
    note your response to prior comment 10. The disclosure indicates that ANEB-001 was the subject of clinical trials conducted
    by a third party for a different indication. In light of this, please revise the pipeline table to (i) visually clarify that
    the Vernalis clinical trials were not your trials (such as by using slotted lines on the arrow and/or a different colored
    arrow) and (ii) include prominent footnoted disclosure that you are relying on studies performed by a third party for a different
    indication, and that FDA or a foreign equivalent regulator may disagree with your ability to reference the clinical data generated
    by the third-party trials. Please also include a risk factor describing this and any other pertinent risks.

Response:
At the request of the staff, the pipeline table on pages 2 and 65 has been revised to (i) visually clarify that the Vernalis
clinical trials were not conducted by the Company (by using a different colored arrow) and (ii) include footnoted disclosure that
it is relying on studies performed by a third party for a different indication, obesity, and that the FDA or a foreign
equivalent regulator may disagree with the Company’s ability to reference the clinical data generated by such third-party
trials in connection with the indication for cannabinoid overdose and addition, with a cross-reference to the related risk
factor.

April
1, 2021

Page
3

The following risk factor has been added on page 18:

We
are relying on clinical trials performed by a third party for a different indication, and the FDA or a foreign equivalent regulator
may disagree with our ability to reference clinical data from third-party trials.

As
described in “Business – Our Clinical Trials and Milestones,” as part of the preclinical characterization of
ANEB-001, Vernalis demonstrated that oral administration of ANEB-001 reduced hypolocomotion in mice after 30 minutes, effectively
reversing the actions of THC. In 2006 and 2007, two phase 1 studies for the treatment of obesity were conducted by Vernalis for
ANEB-001. The Vernalis clinical trials were not conducted or overseen by us. Nonetheless, we are relying on these studies performed
by a third party for a different indication. The FDA or a foreign equivalent regulator may disagree with our ability to reference
the clinical data generated by the third-party trials. Should this occur, we are likely to experience delays in our ability to
receive regulatory approval and commercialize our product candidate.

Our
Growth Strategy, page 5

    4.
    We
    note your statements on page 6 and 68 that you aim to be capital efficient in developing ANEB-001 to improve your ability
    to efficiently commercialize ANEB-001 “once approved by the FDA.” Please revise the “once approved”
    to remove any implication that your product candidate will receive FDA approval.

Response:
As requested by the staff, the phrase “once approved” has been replaced with “if approved” to remove any
implication that the Company’s product candidate will receive FDA approval. See pages 5 and 68.

Business

Our
Clinical Trials and Milestones, page 68

    5.
    We
    note your response to prior comment 20. Please revise your disclosure to state the number of subjects in your Phase 1b study
    and explain how statistical significance relates to FDA standards of efficacy.

Response:
In response to this comment, the number of human subjects in the Company’s second Phase 1 study (eight subjects in fed
and fasted states and eight subjects that were lean and overweight) has been added on pages 7 and 70. Additionally, an explanation
of p-values and how statistical significance relates to the FDA’s evidentiary standard of efficacy has been
added on page 70.

April
1, 2021

Page
4

Financial
Statements for the period from April 23, 2020 (inception) to June 30, 2020

Note
9. Series A Convertible Preferred Stock, page F-14

    6.
    You
    state on page F-14 that upon achieving certain “development milestones” and “being certified by the Board
    of Directors”, the Company has the obligation to issue and the Initial Investor plus one designated additional investor
    have the right and obligation to purchase Milestone Warrants to purchase “638,556 and 510,845” shares of Series
    A Preferred, respectively. Please address the following:

    ●
    The
    terms of the agreement disclosed on page F-14 differ from the terms disclosed on pages 93 and F-24. Please revise throughout
    the filing for consistency.

    ●
    Clarify
    what is meant by “being certified by the Board of Directors”.

    ●
    Revise
    to clarify the nature of the milestone that needs to be achieved as it is not clear that “certain corporate events”
    and “development” milestone are referring to the same milestone.

    ●
    We
    note the additional disclosure included in Overview of Liquidity and Capital Resources on page 56. Clarify in the filing if
    it is expected that the milestone will be achieved prior to consummation of the offering.

Response:
In response to this comment, the Company has disclosed that, on March 8, 2021, 22NW, LP and Aron English purchased the milestone
warrants for $2,250,000 in cash following acceptance of an open clinical trial application (CTA) in the Netherlands, permitting
the Company to utilize ANEB-001 on human subjects in a Phase 2 clinical trial. The achievement of this milestone (or “corporate
event” under the referenced Securities Purchase Agreement), which is described, triggered
the obligation to purchase the milestone warrants. Consistent disclosure of the milestone warrants appears on pages 9,
58, 89, 93 and F-14.

*
* *

The
Company respectfully requests the staff’s expedited review of the Registration Statement so that it may proceed to file
a pricing amendment and circulate a preliminary prospectus in order to complete its initial public offering in early May 2021.

Kindly
address any comments or questions that you may have concerning this letter or the enclosed materials to Daniel Schneeberger, M.D.,
the Chief Executive Officer of the Company (tel.: (857) 500-2017) or me (tel.: (212) 451-2234).

    Very
    truly yours,

    /s/
    Spencer G. Feldman

    Spencer
    G. Feldman

    cc:
    Margaret
    Schwartz, Esq.

    Dr.
    Daniel Schneeberger

    Mr.
    David Lachtman

    Ben
    A. Stacke, Esq.

United States securities and exchange commission logo
March 25, 2021
Daniel Schneeberger, M.D.
Chief Executive Officer
Anebulo Pharmaceuticals, Inc.
1415 Ranch Road 620 South, Suite 201
Lakeway, TX 78734
Re:Anebulo Pharmaceuticals, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted March 12, 2021
CIK No. 0001815974
Dear Dr. Schneeberger:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1, Submitted March 12, 2021
Prospectus Summary
Our Company, page 1
1.We note your response to prior comment 3. We find the revisions made to page 1 and
elsewhere to be a rephrasing of the term "first-in-class" and not a removal of such
references.  Please remove any language that states or implies that your product
candidate will be the first approved treatment for an indication.  If your intention was to
convey your belief that the product is further along in the development
process, you may discuss that you are not aware of competing products that are further
along in the development process.

 FirstName LastNameDaniel Schneeberger, M.D.
 Comapany NameAnebulo Pharmaceuticals, Inc.
 March 25, 2021 Page 2
 FirstName LastNameDaniel Schneeberger, M.D.
Anebulo Pharmaceuticals, Inc.
March 25, 2021
Page 2
Our Market Opportunity, page 4
2.We note your response to prior comment 4.  Please revise to remove the attribution to an
unidentified third-party or revise your filing to identify such third party and file a consent
from such third party.  Please see Securities Act Rule 436 and Question 233.02 of
Securities Act Rules Compliance and Disclosure Interpretations.
Our Clinical Trials and Development Plan, page 5
3.We note your response to prior comment 10. The disclosure indicates that ANEB-001 was
the subject of clinical trials conducted by a third party for a different indication. In light of
this, please revise the pipeline table to (i) visually clarify that the Vernalis clinical trials
were not your trials (such as by using slotted lines on the arrow and/or a different colored
arrow) and (ii) include prominent footnoted disclosure that you are relying on studies
performed by a third party for a different indication, and that FDA or a foreign equivalent
regulator may disagree with your ability to reference the clinical data generated by the
third-party trials.  Please also include a risk factor describing this and any other pertinent
risks.
Our Growth Strategy, page 5
4.We note your statements on page 6 and 68 that you aim to be capital efficient in
developing ANEB-001 to improve your ability to efficiently commercialize ANEB-001
"once approved by the FDA." Please revise the "once approved" to remove any
implication that your product candidate will receive FDA approval.
Business
Our Clinical Trials and Milestones, page 68
5.We note your response to prior comment 20.  Please revise your disclosure to state the
number of subjects in your Phase 1b study and explain how statistical significance relates
to FDA standards of efficacy.
Financial Statements for the period from April 23, 2020 (inception) to June 30, 2020
Note 9. Series A Convertible Preferred Stock, page F-14
6.You state on page F-14 that upon achieving certain "development milestones" and "being
certified by the Board of Directors", the Company has the obligation to issue and the
Initial Investor plus one designated additional investor have the right and obligation to
purchase Milestone Warrants to purchase "638,556 and 510,845" shares of Series A
Preferred, respectively.  Please address the following:
•The terms of the agreement disclosed on page F-14 differ from the terms disclosed on
pages 93 and F-24.  Please revise throughout the filing for consistency.
•Clarify what is meant by "being certified by the Board of Directors".
•Revise to clarify the nature of the milestone that needs to be achieved as it is not clear
that "certain corporate events" and "development" milestone are referring to the

 FirstName LastNameDaniel Schneeberger, M.D.
 Comapany NameAnebulo Pharmaceuticals, Inc.
 March 25, 2021 Page 3
 FirstName LastName
Daniel Schneeberger, M.D.
Anebulo Pharmaceuticals, Inc.
March 25, 2021
Page 3
same milestone.
•We note the additional disclosure included in Overview of Liquidity and Capital
Resources on page 56.  Clarify in the filing if it is expected that the milestone will be
achieved prior to consummation of the offering.

            You may contact Li Xiao at 202-551-4391 or Mary Mast at 202-551-3613 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Margaret Schwartz at 202-551-7153 or Jeffrey Gabor at 202-551-2544 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Spencer G. Feldman, Esq.

United States securities and exchange commission logo
February 26, 2021
Daniel Schneeberger, M.D.
Chief Executive Officer
Anebulo Pharmaceuticals, Inc.
1415 Ranch Road 620 South, Suite 201
Lakeway, TX 78734
Re:Anebulo Pharmaceuticals, Inc.
Draft Registration Statement on Form S-1
Submitted January 29, 2021
CIK No. 0001815974
Dear Dr. Schneeberger:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1, Submitted January 29, 2021
Prospectus Summary
Our Company, page 1
1.Please revise the Summary and Business sections to clarify what work you and
your employees have conducted to date. For instance, it should be clear whether clinical
and pre-clinical work was performed you and your employees or whether that work was
performed by Vernalis (R&D) Limited or another third-party.
2.We note your disclosure in the first sentence on page 1 that you are a "clinical-stage
biotechnology company developing novel solutions for people suffering from cannabinoid
overdose and substance abuse."  Please balance your Summary disclosure to clearly state

 FirstName LastNameDaniel Schneeberger, M.D.
 Comapany NameAnebulo Pharmaceuticals, Inc.
 February 26, 2021 Page 2
 FirstName LastNameDaniel Schneeberger, M.D.
Anebulo Pharmaceuticals, Inc.
February 26, 2021
Page 2
upfront, if true, that you have not conducted any clinical trials for any of your product
candidates.
3.On page 1 and elsewhere you state that ANEB-001 has the potential to be a "first-in-class"
therapeutic. This implies the likelihood of regulatory approval and comparisons to other
products and product candidates. This statement is speculative in light of its regulatory
status, please remove the "first-in-class" references.
Our Product Candidates, page 2
4.Please revise page 2 to (i) disclose more information about the rimonabant data you
reviewed, such as the number of subjects and duration of the trial(s), (ii) clarify the
meaning of “no clear sign of increased depression and suicide risk” and state how such
determination compares to the FDA findings on this topic, and (iii) state why you believe
ANEB-002 may be less likely to cause psychiatric side effects than rimonabant. Please
also revise your statement referring to rimonabant as efficacious, as determinations as to
efficacy are solely within the authority of the FDA and comparable regulatory bodies.
5.In your pipeline table, please visually clarify the need for FDA approval. For instance,
remove the “marketed” column as it implies that once you complete Phase 3 trials your
product candidates will be marketed. Also clarify the “potential for second commercial
product” in your pipeline chart so as to not suggest you will have at least one product
approved. Separately, please shorten the arrow for ANEB-001 as it has not begun Phase 2
trials yet.
6.We note the inclusion of ANEB-002 in the table on pages 2 and 62 indicating, for
instance, that your ANEB-002 is in the midst of a preclinical development for substance
abuse.  Please revise your disclosure on page 68 to provide a more fulsome discussion of
this program.  In your revised disclosure, please ensure to discuss preclinical studies or
other development activities conducted.  Alternatively, remove ANEB-002 from
your pipeline table.
7.We note your statement referencing the Journal of Pharmacology and Experimental
Therapeutics on page 2. Please revise to remove any implication that preclinical trials can
establish efficacy.
Our Market Opportunity, page 4
8.We note your reference to data from a commissioned market research report from
Guidepoint Global, LLC. Please file such party’s consent as an exhibit to the registration
statement. Refer to Securities Act Rule 436.
Our Clinical Trials and Development Plan, page 5
9.Please revise page 5 to provide the basis for the statement that ANEB-001 was able to
significantly reverse the action of THC.

 FirstName LastNameDaniel Schneeberger, M.D.
 Comapany NameAnebulo Pharmaceuticals, Inc.
 February 26, 2021 Page 3
 FirstName LastNameDaniel Schneeberger, M.D.
Anebulo Pharmaceuticals, Inc.
February 26, 2021
Page 3
10.We note that two Phase 1 studies were conducted by Vernalis for ANEB-001 from 2006
to 2007.  Please revise to provide the program name and target indication.  To the extent
that Vernalis was targeting a different indication, please revise the charts on page 2 and
62 to indicate that ANEB-001 is still in the preclinical stage for cannabinoid
overdose.  Similarly, please revise the chart to clarify, if true, that you have not yet filed
an IND for cannabinoid overdose.  Please include similar disclosure with respect to the
EMA or any other drug regulatory authorities.
11.On page 8 you state that the Phase 2 study will lay the foundation for you to conduct a
more extensive clinical trial to establish ANEB-001’s quality, safety and efficacy with a
larger subject population. Please revise this statement as safety and efficacy are
determinations within the authority of the U.S. Food and Drug Administration and
comparable regulatory bodies.
Our Growth Strategy, page 8
12.Please revise your statement on page 8 and elsewhere that you intend to rapidly develop
and commercialize ANEB-001. Clinical development is a lengthy process and indications
that you will be successful in developing and commercializing your product candidate in a
rapid or accelerated manner are speculative.
Private Placement and Recapitalization, page 9
13.Please revise page 9 to state whether you have a written agreement pursuant to which each
of 22NW, LP and Mr. English has agreed to purchase the milestone warrants and exercise
them on a net-exercise basis into Series A preferred stock in connection with the closing
of this offering. If so, please also file such agreement as an exhibit.
Risk Factors
Risks Related to Ownership of Our Common Stock and this Offering, page 37
14.We note your exclusive forum provision on page 2 says that the federal district courts will
be the exclusive forum for resolving any complaint asserting a cause of action arising
under the Securities Act unless you consent to an alternative forum. In that regard, we
note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and
state courts over all suits brought to enforce any duty or liability created by the Securities
Act. Please include a risk factor discussing any uncertainty regarding enforceability of this
provision and clearly describe any risks or other impacts on investors. Risks may include,
but are not limited to, increased costs to bring a claim and that these provisions can
discourage claims or limit investors’ ability to bring a claim in a judicial forum that they
find favorable.
Use of Proceeds, page 45
15.Please revise to disclose an estimate of how far in your development and
commercialization of ANEB-001 and ANEB-002 the proceeds from this offering will

 FirstName LastNameDaniel Schneeberger, M.D.
 Comapany NameAnebulo Pharmaceuticals, Inc.
 February 26, 2021 Page 4
 FirstName LastNameDaniel Schneeberger, M.D.
Anebulo Pharmaceuticals, Inc.
February 26, 2021
Page 4
allow you to reach with respect to each product candidate, including specific phases of
preclinical and clinical trials. Also, please disclose the total estimated cost of each of the
specified purposes for which the net proceeds are intended to be used, and, if material
amounts of other funds are necessary to accomplish the specified purposes, provide an
estimate of the amounts of such other funds and the sources thereof. Additionally, on page
54 you mention that you may use a portion of the proceeds to repay certain debt. If any
material part of the proceeds is to be used to discharge indebtedness, set forth the interest
rate and maturity of such indebtedness. If the indebtedness to be discharged was incurred
within one year, describe the use of the proceeds of such indebtedness other than short-
term borrowings used for working capital. Refer to Item 504 of Regulation S-K.
Capitalization, page 47
16.Please revise the table to only include long-term indebtedness, convertible preferred stock,
and stockholders' equity in the total capitalization line item.  If you present a cash and
cash equivalents line item, please include a double line underneath that line so as to
distinguish it from the capitalization line items.
Dilution, page 48
17.Please revise the presentation to disclose historical net tangible book value prior to the
presentation of pro forma net tangible book value.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Contractual Obligations and Commitments, page 56
18.Please revise to include a description of your contractual obligations under the Vernalis
license agreement considering its significance in your operations.
Business
Our Clinical Trials and Milestones, page 65
19.We note that the preclinical trials discussed in this section provide results without
providing proper context for such results. For each of the pre-clinical trials discussed in
this section, please disclose the date(s) of the trials, the sponsor and the location; scope
and size; dosage and duration; and actual results observed.
20.Please provide p-values for both Phase 1 studies and explain how statistical significance
relates to FDA standards of efficacy. Please also state the number of subjects in your
Phase 1b study.
Protection of Intellectual Property, page 76
21.With respect to all of your patents and patent applications, including those licensed from
Vernalis to the extent not described elsewhere, please revise your discussion on page 76 to
state (i) the specific products, product groups and technologies to which such patents

 FirstName LastNameDaniel Schneeberger, M.D.
 Comapany NameAnebulo Pharmaceuticals, Inc.
 February 26, 2021 Page 5
 FirstName LastName
Daniel Schneeberger, M.D.
Anebulo Pharmaceuticals, Inc.
February 26, 2021
Page 5
relate, (ii) whether the patents are owned or licensed, (iii) the type of patent protection
(composition of matter, use or process), (iv) patent expiration dates and (v) identify the
jurisdiction(s) covered.
22.Please revise page 76 to explain the requirements that must be met to achieve the cited
regulatory periods of exclusivity.
Management, page 77
23.Please revise page 84 to state whether you compensated your directors in 2020, and if so,
provide the information required by Item 402(r) of Regulation S-K.
Exhibits
24.Please file the Investors’ Rights Agreement and Consultancy Agreement with Traxeus
Pharma Services Limited as an exhibit pursuant to Item 601 of Regulation S-K, or advise.
General
25.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Li Xiao at 202-551-4391 or Mary Mast at 202-551-3613 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Margaret Schwartz at 202-551-7153 or Jeffrey Gabor at 202-551-2544 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Spencer G. Feldman, Esq.