Anebulo Pharmaceuticals (ANEB) Proxy Filing summary

Executive summary

• A special meeting is called to approve a reverse stock split at a ratio between 1-for-2,500 and 1-for-7,500, with the exact ratio set by the Board, as part of a plan to go private and delist from Nasdaq.

• The reverse split aims to reduce the number of record holders below 300, enabling deregistration with the SEC and suspension of public reporting obligations.

• Stockholders with fewer than the minimum number of shares (2,500–7,500) will be cashed out at $3.50 per share, a premium over recent market prices.

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

• The transaction is expected to save approximately $1.3 million annually in public company costs and will be funded from cash on hand.

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 of outstanding shares for approval; directors and major investors holding 91.7% have indicated support.

Board of directors and corporate governance

• The Special Committee, composed of independent directors, led the evaluation and retained Houlihan Capital for a fairness opinion.

• The Board and Special Committee considered alternatives, including tender offers and mergers, but determined the reverse split was the most effective method.

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