Anebulo Pharmaceuticals (ANEB) Proxy Filing summary

Executive summary

• A special meeting is scheduled for August 22, 2025, to vote on a reverse stock split as part of a plan to go private and deregister from the SEC, delist from Nasdaq, and reduce reporting obligations.

• The reverse stock split will be at a ratio between 1-for-2,500 and 1-for-7,500, with the exact ratio set by the Board.

• Stockholders with fewer than the minimum number of shares (between 2,500 and 7,500) will be cashed out at $3.50 per share; those with more will retain shares and receive cash for fractional shares.

• The Board and a Special Committee of independent directors unanimously recommend voting in favor, citing cost savings and limited public company benefits.

• Houlihan Capital provided a fairness opinion supporting the cash-out price as fair to minority, unaffiliated stockholders.

Voting matters and shareholder proposals

• Proposal 1: Approve the reverse stock split amendment to the Certificate of Incorporation.

• Proposal 2: Approve adjournment of the meeting if more time is needed to solicit votes.

• Both proposals require a majority vote of outstanding shares; directors and major investors holding about 91.7% have indicated support.

Board of directors and corporate governance

• The Special Committee consists of independent directors and was empowered to evaluate strategic alternatives and fairness.

• No changes to management or Board size are planned immediately, but future adjustments may be made to reduce costs.

• All stockholders, including affiliates, are treated equally in the transaction; the only determinant is the number of shares held.