Anebulo’s Reverse Split Was Optional From the Start

In the questions and answers section of the proxy statement Anebulo Pharmaceuticals, Inc. filed on October 10, 2025, the Company addressed what would happen if its stockholders voted the transaction down. The answer opened by conceding that the number of record holders of its common stock was already below three hundred, which “would enable us to file the applicable forms to deregister and delist” the stock without the transaction.¹ Everything below follows from that clause. The reverse stock split Anebulo had proposed in July, priced at roughly double the market, referred to a special committee, supported by an outside fairness opinion, and documented across a Schedule 13E-3 and a proxy statement that reached at least a second amendment, was not the mechanism by which the Company would leave the public markets. It was an optional addition to a departure the Company could have carried out at any time with two forms and no price at all.

The instrument at the center of this is an amendment to Anebulo’s Second Amended and Restated Certificate of Incorporation. Following it from drafting to abandonment is the most economical way to see where the federal going-private regime attaches and where it does not, because this particular amendment was drafted, priced, defended as fair, never put to a stockholder vote,¹ and then discarded, while the result it was meant to produce arrived anyway.

July 2025

On the twenty-third of that month, Anebulo announced that a special committee of independent directors had recommended and the board had approved an amendment to the certificate of incorporation effecting a reverse stock split, as part of a going-private transaction.² The Company is a Delaware corporation and its common stock traded on the Nasdaq Capital Market under the symbol ANEB.² ¹

The amendment as drafted did three things. It set a ratio band rather than a ratio: not less than one-for-2,500 and not greater than one-for-7,500, with the exact figure to be chosen by the board within that band, without any further stockholder authorization, and announced publicly.² It fixed the consideration for the resulting fractional interests at $3.50 for each pre-split share.² And it reserved to the board the right to abandon the amendment at any point before it was filed with the Secretary of State of Delaware, including after the stockholders had approved it.²

Each of those features runs in the same direction. A holder voting on the amendment did not know the ratio, and therefore did not know whether the holder would be cashed out or continue. The proxy statement was candid about the consequence. A stockholder who wanted certainty of remaining in the Company had to assume the Minimum Number would be set at 7,500. A stockholder who wanted certainty of receiving cash for the entire position had to assume it would be set at 2,500.¹ Between those two figures the outcome belonged to the board, and the board would not announce its choice until shortly before the split took effect.¹

That is an unusual allocation, and it is worth being precise about what Delaware supplied against it and what it did not. Section 155 of the Delaware General Corporation Law permits a corporation to decline to issue fractions of a share, and requires a corporation that so declines either to arrange for the disposition of the fractional interests, to “pay in cash the fair value of fractions of a share” as of the time those entitled to receive them are determined, or to issue scrip.³ That requirement is enforceable against the corporation. In Samuels v. CCUR Holdings, Inc., the Court of Chancery denied a motion to dismiss a stockholder’s direct claim that a company had violated Section 155(2) by paying less than fair value for fractional interests cashed out in a 3,000-for-1 reverse split whose stated purpose was to take the company private and shed the expense of operating as a public company.⁴ The court held that neither Applebaum v. Avaya, Inc. nor Reis v. Hazelett Strip-Casting Corp. had foreclosed a standalone statutory claim of that kind, notwithstanding that those decisions establish that a Section 155(2) claim does not carry the equivalent of a Section 262 appraisal, and it declined on the pleadings to accept the market price of a stock that the company had itself described as thinly traded.⁴ The accompanying fiduciary duty claim was dismissed.⁴

What Delaware did not supply was appraisal. Section 262 makes appraisal available to holders of stock of a corporation that is a constituent, converting, transferring, domesticating or continuing corporation in a merger, consolidation, conversion, transfer, domestication or continuance effected under the sections it lists, and a corporation may extend those rights to a charter amendment only by providing for them in its certificate of incorporation.⁵ Anebulo disclosed that no appraisal or dissenters’ rights were available to stockholders who voted against the split or abstained, whether under Delaware law, its certificate of incorporation, or its bylaws.¹

Read against Section 155, the $3.50 stops looking arbitrary. Delaware’s guidance on when a board may simply take the market price runs against a company like Anebulo. In Applebaum the Supreme Court accepted a ten-day average trading price as fair value for a stock actively traded on the New York Stock Exchange, and stated that a court cannot defer to market price as a measure of fair value if the stock has not been traded actively in a liquid market.⁶ In Reis the Court of Chancery said that it is reasonable for a board to use market value to set the price paid for fractional interests where there is no controlling stockholder and the stock is widely traded, and that exclusive reliance on market price might not be reasonable in other circumstances.⁶ Anebulo’s own case for leaving the public markets rested substantially on the thinness of its trading, and its proxy disclosed that one director, together with his affiliated entities, held 49.0 percent of the voting stock and beneficially owned approximately 51.2 percent of the common stock.¹ Buxton Helmsley does not assert that Anebulo had a controlling stockholder, and the proxy does not address the question. A board setting a cash-out price against that background had reason to sit well above the market rather than at it. The federal regime supplied a further constraint. Rule 13e-3 defines a purchase to include the acquisition of fractional interests in connection with a reverse stock split, and treats a proxy solicitation “involving the purchase of fractional interests” as a covered transaction where that transaction has either the reasonable likelihood or the purpose of causing a registered class to become eligible for termination of registration or suspension of the reporting obligation, or of removing the class from an exchange.⁷ Anebulo’s proposal met the description on its face, and the Company said so, filing a transaction statement on Schedule 13E-3 alongside its proxy materials.¹

October 2025

The second amended preliminary proxy, filed on the tenth, is where the transaction becomes legible. It fixed October 12, 2025 as the record date, reported 41,084,731 shares outstanding, and disclosed that the closing price on July 22, 2025, the last trading day before the proposal was announced, had been $1.83.¹ Against that price, the $3.50 cash payment represented a premium of approximately ninety-one percent, which is the figure the Company itself used in announcing the transaction.² ⁸

The document also priced the transaction for the Company. Working from stockholder data assembled through August 15, 2025 from its transfer agent and from four intermediaries that supply street-name holdings information, Anebulo estimated the cash needed to retire fractional interests at approximately $4.1 million at the midpoint ratio of one-for-5,000, approximately $3.2 million at one-for-2,500, and approximately $4.7 million at one-for-7,500, with roughly $1.0 million of professional fees and other expenses on top.¹ The payments were to come from cash on hand.¹ Although the transaction operated on holders of record, the Company stated that it intended to treat street-name holders in substantially the same manner, and that it would ask banks, brokers and other nominees to effect the split for beneficial holders, while acknowledging that those intermediaries might follow different procedures and might not be obliged to apply the split to beneficial positions individually.¹

Read against those numbers, the stated purpose becomes strange. The primary purpose of the split, as the proxy put it, was to allow the Company to maintain its record-holder count below three hundred.¹ Maintain, not reach. The Company was below three hundred holders of record on the information available to it through August 15, 2025, and it told its stockholders that it could deregister and delist without doing anything else at all.¹ What the split bought was not the exit. It was durability: the board’s view was that shrinking the register would reduce the risk of the Company crossing back over three hundred record holders at some later point and being pulled back into Section 15(d) reporting.¹

That is a coherent objective and a defensible one. A company that suspends its reporting obligation and then re-acquires it involuntarily has spent money twice and controlled nothing. But it means the transaction under examination was insurance, and the premium on the policy ran to somewhere between four and six million dollars at a company whose deregistration and delisting were expected to save approximately $1.3 million a year.¹

The fairness record assembled around that policy was, by the standards of small-capitalization going-private transactions, substantial. The board established the committee in February 2025 and restricted itself from acting on a going-private transaction unless the committee recommended it.¹ ⁹ The committee consisted of Jason Aryeh, Kenneth Lin, and Bimal Shah, each determined to be independent under Nasdaq standards and Rule 10A-3(b), and the proxy disclosed that each was expected to receive an equity grant as additional compensation for the work, on terms not yet determined.¹ The committee excluded the Company’s two largest holders, both of whom sat on the board: Aron English, who together with his affiliated entities held 49.0 percent of the voting stock, and Joseph Lawler, who held 29.2 percent.¹ The committee retained Houlihan Capital, LLC to deliver a fairness opinion, and the board concluded that the transaction was both substantively and procedurally fair to unaffiliated cashed-out and unaffiliated continuing stockholders.¹

Three features of that record deserve attention, and none of them is an allegation of misconduct. Nothing in this analysis asserts that Anebulo’s directors breached a duty or that the transaction contravened any rule; the point is about where the regime’s protections land, not about anyone’s conduct.

The first feature is definitional. Rule 13e-3 defines an unaffiliated security holder as any holder of the subject class who is not an affiliate of the issuer.⁷ Anebulo’s proxy adopted a compatible definition, treating as affiliated the officers, directors, persons under common control with them, and holders of more than ten percent.¹ Houlihan Capital’s opinion, however, addressed the fairness of the cash payment to the minority, unaffiliated stockholders, a class the proxy defined as the unaffiliated stockholders other than those who had participated in a December 2024 private placement and their affiliates.¹ The valuation opinion therefore spoke to a narrower group than the rule protects. Whether that gap matters depends entirely on how large the excluded group was and how its interests differed, and the proxy does not quantify it.

The second is the vote. Approval required a majority of the outstanding shares, and not a majority of the unaffiliated shares.¹ Directors and the December private placement investors, together holding or sharing the power to vote roughly 91.7 percent of the outstanding shares, had indicated they would support the proposal.¹ The proxy set out the board’s reasoning for declining a majority-of-the-minority condition: requiring separate unaffiliated approval would give affiliated stockholders lesser voting rights on the basis of affiliate status alone, even though those stockholders received no different treatment in the transaction.¹ The premise is accurate on its own terms, since the split turned on share count and nothing else. It also means that the one procedural device most commonly used to test a going-private price against the preferences of the people being priced was not deployed, in a transaction where the disclosed voting stakes of two directors, at 49.0 percent and 29.2 percent, were between them enough to carry it.¹ ⁸

The third feature is the one that eventually decided the transaction. Among the factors the special committee and the board listed as supporting fairness was that stockholders would have an opportunity, between the date of the proxy statement and the effective time, to adjust the number of shares they would hold when the split occurred.¹ Presented as a mitigant, that opportunity is a description of an option. Anyone who wanted the $3.50 and did not qualify for it could reorganize a position to qualify. The proxy said as much in its own questions and answers, explaining that a holder wishing to be cashed out in full needed to reduce its holdings below the Minimum Number, and a holder wishing to remain needed to buy up to it.¹

December 2025

Ten weeks after the second amended proxy, on the twenty-second, Anebulo announced that the board had abandoned the reverse stock split and would instead commence a self-tender for up to 300,000 shares at $3.50.¹⁰

The stated cause was the option. The Company reported that the number of shares held in accounts of fewer than 2,500 shares had increased, mostly because certain holders, after the proposal was announced, had begun acquiring shares through multiple small accounts or splitting existing holdings, “simply in an attempt to receive multiple fractional share payments.”¹⁰ The expected cost of the transaction rose accordingly, and the board concluded that it now exceeded the benefit.¹⁰

This was not an unforeseen event. The proxy had already told stockholders that the total cash requirement could differ from the estimate depending on purchases, sales and transfers before the effective time, and had reserved to the board the right to abandon the split if the cash requirement became prohibitively expensive as a result of subsequent trading activity.¹ The instrument was drafted with a hedge against the precise behavior that killed it. What the drafting did not anticipate was the magnitude, and the reason is structural rather than analytical. A fixed cash-out price above the market price is a put option written to the register, exercisable by holding less than a threshold. The Company’s cost estimate treated the register as a fixed population sampled in August. The register is not a population. It is a shape that responds to the terms once the terms are published, and every dollar of premium in the cash-out price is an incentive to reshape it.

The tender offer that replaced the split was itself a going-private transaction. Anebulo filed a combined tender offer statement and Rule 13e-3 transaction statement, designating the filing both as an issuer tender offer subject to Rule 13e-4 and as a going-private transaction subject to Rule 13e-3.¹¹ The offer to purchase acknowledged that because the offer formed part of a going-private transaction, its forward-looking statements fell outside the statutory safe harbor.⁹

February 2026

The tender expired on January 26. Holders tendered 4,907,881 shares against the 300,000 the Company had offered to buy, and the offer was oversubscribed.¹¹ That is roughly sixteen times the shares sought, and approximately twelve percent of the shares outstanding on the October record date.¹² The Company accepted 300,000 shares, of which 134,306 were odd lots taken in full; everything else was accepted pro rata at a final proration factor of 3.47392 percent, and the shares purchased amounted to about 0.73 percent of those outstanding.¹¹

On February 5 the board approved a voluntary delisting from Nasdaq and a subsequent voluntary deregistration.¹³ The Company notified Nasdaq the following day, stating that it intended to file a Form 25 on or about February 17, 2026, that delisting would become effective on or about February 27, and that it intended then to file a Form 15 certifying fewer than three hundred holders of record, upon which its reporting obligation would be suspended immediately.¹³ The Company also recorded that it was “in compliance with applicable Nasdaq listing requirements” at the time.¹⁴

On March 2, 2026 the Company filed a Form 15, relying on Rule 12g-4(a)(1) and Rule 12h-3(b)(1)(i).¹⁵ The form requires the filer to state the approximate number of holders of record as of the certification date. Anebulo stated seventy-one.¹⁵

Seventy-one, against a threshold of three hundred and 41,084,731 shares outstanding on the October record date.¹ ¹⁵ The certification post-dates the tender offer and the account activity that ended the split, so it does not establish what the register held in July, when the Company said only that it stood below three hundred.¹ Buxton Helmsley reads it as evidence that the cost which killed the transaction accumulated in positions held through nominees rather than on the register itself, which is what the structure invited, since the Company had extended the cash-out to holders in street name.¹

Nothing in that final step was a Rule 13e-3 transaction. The rule reaches a purchase, a tender offer, or a proxy or information statement solicitation, where one of those has the likelihood or purpose of producing deregistration eligibility or removal from an exchange.⁷ A voluntary delisting notice and a certification of holders of record are none of the three. Buxton Helmsley reads the rule to mean that an issuer already below the record-holder threshold, and willing to forgo any purchase, can complete the entire journey out of the public reporting system without triggering a single obligation under Rule 13e-3, and Anebulo’s own proxy told its stockholders exactly that.¹ The qualification worth stating is that the rule speaks of a transaction or a series of transactions, so a deregistration that follows a purchase forming part of the same plan is a different case; Anebulo treated its tender that way and filed accordingly.⁷ ¹¹

Afterward

The distributional result is worth stating plainly. Of the 4,907,881 shares presented, the Company took 300,000. Holders of odd lots were taken out in full. Every other tendering holder was cut to 3.47392 percent of what they had tendered.¹¹ The holders who remain own an unlisted, unreported security in a clinical-stage company, with no audited financial statements arriving, no proxy statement, no Section 16 filings from the two directors who, as of the October 2025 proxy, held 49.0 percent and 29.2 percent of the voting stock, and no beneficial ownership reports from anyone who crosses five percent.¹ The $3.50 was real and the premium was real, and Section 155 supplies a plausible reason why it had to be. It was also rationed, and the rationing was the point at which the arrangement stopped resembling a price offered to a class and started resembling a price offered to whoever reached it first.

For an investor the operative fact is not the premium. It is the number of holders of record, and where that number sits relative to three hundred. Finding that number is harder than it should be. Item 201(b) of Regulation S-K requires a registrant to set forth “the approximate number of holders of each class of common equity” as of the latest practicable date, and Item 5 of Form 10-K furnishes that information in the annual report.¹⁶ ¹⁷ But Instruction 3 to Item 201 permits the computation to rest on the number of record holders or to include individual participants in security position listings.¹⁶ So the figure a reader finds in Item 5 is not necessarily the figure that governs eligibility to deregister, and the two can differ by orders of magnitude, because shares held through the depository compress into a small number of registered positions: Anebulo had 41,084,731 shares outstanding and seventy-one holders of record when it certified the number on deregistration.¹ ¹⁵ The correct discipline is to read the basis rather than the number, and to treat an issuer that discloses on a beneficial or participant-inclusive basis as one whose record count is unknown and probably much lower. Anebulo sat below the threshold while in compliance with every Nasdaq listing standard that applied to it.¹ ¹⁴

Buxton Helmsley has consequently moved the holders question out of the descriptive part of its reading of a filing and into the risk section. For any small-capitalization position, the tail is no longer principally a compliance delisting after a bid-price failure, which is visible months ahead through deficiency notices and is contestable. It is a solvent, compliant issuer electing to leave, on a timetable that in Anebulo’s case ran roughly three weeks from board approval to expected effectiveness, with no vote, no price, and no fairness determination.¹³ We now treat the formation of a committee to evaluate strategic alternatives at an issuer with a plausibly small register as a specific signal rather than a generic one, and where the Item 5 disclosure does not resolve the record count, we look for it in the places where issuers are obliged to be exact, which are the going-private documents themselves.

The second change concerns any transaction that offers a fixed cash price above market to a class defined by size of holding. The disclosed cost estimate in such a transaction is not an estimate of the cost. It is an estimate of the cost if nobody responds to the offer, and the offer is a public document that tells every holder precisely how to respond. Where the price exceeds the market and the qualifying threshold is disclosed, the correct underwriting assumption is that the qualifying population expands until either the issuer’s abandonment right or the arbitrage’s own transaction costs stop it. Anebulo’s proxy listed that expansion as a factor supporting the fairness of the transaction. Ten weeks later the same expansion was the reason the transaction did not happen.

The third change is about what the Rule 13e-3 record is for. In a transaction that completes, the Schedule 13E-3 is a protection. In a transaction that does not, it is something more useful to an outside investor: the last public valuation of a company that is about to stop producing them. The Houlihan Capital opinion, the board’s reasoning, the $3.50, the estimates of the cash requirement at three different ratios, and the description of the alternatives the committee considered are all still on file, and they will remain the most recent public statement of what Anebulo believed itself to be worth for as long as it stays private. That is worth collecting at the moment a going-private is announced rather than after it closes, because the announcement is when the disclosure is richest and the certainty that it will keep coming is lowest.

The amendment itself was never filed in Delaware. It exists as an annex to a proxy statement that never went definitive, attached to a transaction the Company priced, defended, and then declined.¹ Its life is a reasonably complete account of the regime it sat inside: the protections attached to the step that was optional, expensive, and generous, and did not attach to the step that was free and final.

Referenced Sources:

[1] Anebulo Pharmaceuticals, Inc., Revised Preliminary Proxy Statement on Schedule 14A (Amendment No. 2), filed October 10, 2025 (primary; supports the statement in the questions and answers section that the number of record holders was already below 300 and that the Company could deregister and delist without the Transaction; the record date of October 12, 2025; 41,084,731 shares outstanding; the $1.83 closing price on July 22, 2025; the $3.50 cash payment; the ratio band of 1-for-2,500 to 1-for-7,500 and the Company’s guidance that a holder must assume 7,500 to be certain of continuing and 2,500 to be certain of a full cash-out; the Nasdaq Capital Market listing; the absence of appraisal or dissenters’ rights under Delaware law, the certificate of incorporation and the bylaws for holders voting against or abstaining; the filing of a Schedule 13E-3; the cash-requirement estimates of approximately $4.1 million at 1-for-5,000, $3.2 million at 1-for-2,500 and $4.7 million at 1-for-7,500, plus approximately $1.0 million of professional fees and other expenses, payable from cash on hand, and the caveat that the total could vary with purchases, sales and transfers before the effective time; the stated intention to treat street-name holders in substantially the same manner as record holders, the inquiry to be made of nominees, and the acknowledgment that nominees might follow different procedures; the approximately $1.3 million of expected annual cost savings from termination of registration and delisting; the stated primary purpose of maintaining the record-holder count below 300 and the board’s view that the Transaction reduced the risk of re-crossing that threshold; the composition of the Special Committee as Jason Aryeh, Kenneth Lin and Bimal Shah, their independence determinations under Nasdaq standards and Rule 10A-3(b), and the expectation that each would receive an equity grant on terms not yet determined; the board’s restriction on acting without the Special Committee’s recommendation; the exclusion of Aron English and Joseph Lawler and their respective 49.0 percent and 29.2 percent voting stakes; the retention of Houlihan Capital, LLC and the definition of “minority, unaffiliated stockholders” as excluding the December 2024 private placement participants and their affiliates; the Company’s definitions of affiliated and unaffiliated stockholder; the majority-of-outstanding vote standard, the absence of a majority-of-the-minority condition and the board’s stated reasoning for it; the indication by directors and the December investors, together holding or sharing the power to vote approximately 91.7 percent of outstanding shares, that they would vote in favour; the listing of stockholders’ opportunity to adjust their holdings before the effective time as a factor supporting fairness; the guidance to holders on how to qualify for or avoid the cash-out; the board’s reservation of the right to abandon the split after stockholder approval if the cash requirement became prohibitively expensive as a result of subsequent trading activity; and the disclosure that after deregistration officers, directors and 10 percent stockholders would no longer file under Section 16 and persons acquiring 5 percent would no longer report beneficial ownership). Buxton Helmsley reviewed this document directly. The document is captioned as a preliminary proxy statement, Amendment No. 2. Buxton Helmsley has located no definitive proxy statement for the special meeting and no report of any stockholder vote on the Reverse Stock Split Proposal, and the Board abandoned the split on December 22, 2025 as described at note [10].

[2] Anebulo Pharmaceuticals, Inc., Current Report on Form 8-K filed July 23, 2025, Item 8.01 (primary; supports the Special Committee recommendation and Board approval on July 23, 2025 of an amendment to the Second Amended and Restated Certificate of Incorporation effecting a reverse stock split as part of a going private transaction; the ratio band and the Board’s discretion to set the exact ratio within it without further stockholder authorization; the $3.50 cash payment; the reservation of the right to abandon the amendment before its filing and effectiveness, including after stockholder approval; and the Company’s Delaware incorporation and Nasdaq listing under the symbol ANEB). The press release furnished as Exhibit 99.1 to the same Current Report supports the Company’s statement that the $3.50 price to be paid per pre-split share represents a 91 percent premium over the closing price of its common stock on July 22, 2025.

[3] 8 Del. C. § 155 (primary; supports that a corporation may but is not required to issue fractions of a share, and that if it does not it shall arrange for the disposition of fractional interests, “pay in cash the fair value of fractions of a share” as of the time those entitled to receive such fractions are determined, or issue scrip or warrants). Text as published by the State of Delaware at delcode.delaware.gov and as reproduced in the 2025 Delaware Code.

[4] Samuels v. CCUR Holdings, Inc., C.A. No. 2021-0358-PAF, 2022 WL 1744438 (Del. Ch. May 31, 2022) (Fioravanti, V.C.) (primary; supports that the court denied the defendants’ motion to dismiss a stockholder’s direct claim against the corporation under Section 155(2) alleging that the $2.86 per pre-split share paid for fractional interests in a 3,000-for-1 reverse split was less than fair value; that the stated purpose of the split was to take the company private and avoid the expense and administrative burden of operating as a public company; that neither Applebaum v. Avaya, Inc. nor Reis v. Hazelett Strip-Casting Corp. held that no standalone statutory claim under Section 155 exists, although both establish that Section 155(2) does not entitle a stockholder to the equivalent of a Section 262 appraisal; that the court could not defer to the market price of a stock the company had itself described as thinly traded on a motion to dismiss; and that the accompanying fiduciary duty claim was dismissed and the motion to strike denied). Buxton Helmsley has read the memorandum opinion in full as published by Justia. The ruling addressed a motion to dismiss, and Buxton Helmsley has not determined the final disposition of the action. [5] 8 Del. C. § 262(b) and (c) (primary; subsection (b) supports that appraisal rights are available for shares of a constituent, converting, transferring, domesticating or continuing corporation in a merger, consolidation, conversion, transfer, domestication or continuance effected pursuant to the sections enumerated there, which do not include a charter amendment; subsection (c) supports that a corporation may provide in its certificate of incorporation that appraisal rights shall be available as a result of an amendment to its certificate of incorporation, from which it follows that such rights do not otherwise attach to a charter amendment). Text read in full as published by FindLaw, stated to be current as of January 1, 2026, and consistent with the text published by the State of Delaware. The observation that appraisal therefore did not attach to Anebulo’s proposed amendment is consistent with, and independently stated by, the Company at note [1].

[6] Applebaum v. Avaya, Inc., 812 A.2d 880 (Del. 2002), and Reis v. Hazelett Strip-Casting Corp., 28 A.3d 442 (Del. Ch. 2011) (supports that the Delaware Supreme Court accepted a ten-day average trading price as fair value under Section 155(2) for a stock actively traded on the New York Stock Exchange and stated that a court cannot defer to market price as a measure of fair value if the stock has not been traded actively in a liquid market; and that the Court of Chancery in Reis stated that it is reasonable for a board to use market value to set the price paid for fractional interests where there is no controlling stockholder and the stock is widely traded, and that exclusive reliance on market price might not be reasonable in other circumstances, the court there applying entire fairness to a reverse split effected by a controlling stockholder and an interested board). Buxton Helmsley has not read either opinion in the original. Both propositions are drawn from the Court of Chancery’s own quotation and discussion of these decisions in the Samuels opinion cited at note [4], which Buxton Helmsley has read in full.

[7] 17 CFR 240.13e-3 (primary; supports the definition of purchase at paragraph (a)(2)(iii) to include acquisitions of fractional interests in connection with a reverse stock split; the definition of a Rule 13e-3 transaction at paragraph (a)(3) as a transaction or series of transactions among those described in (a)(3)(i) having a reasonable likelihood or purpose of producing an effect described in (a)(3)(ii); the enumeration in (a)(3)(i) of a purchase, a tender offer, and a Regulation 14A or 14C solicitation, the last of which is described as including one in connection with a reverse stock split “involving the purchase of fractional interests”; the effects in (a)(3)(ii) of eligibility for termination of registration or suspension of the reporting obligation and of removal from exchange listing or inter-dealer quotation; and the definition of an unaffiliated security holder at (a)(4)). Text as displayed on the eCFR, stated there to be current as of August 26, 2026. The characterization of a voluntary delisting and deregistration standing alone as falling outside the rule is Buxton Helmsley’s reading of the rule text and is not a conclusion stated by the Commission or by any court.

[8] Buxton Helmsley calculations, derived from figures reported by the Company. The $3.50 cash payment against the $1.83 closing price on July 22, 2025 reported at note [1] is a premium of approximately 91 percent, which agrees with the Company’s own statement of the premium at note [2]. The 49.0 percent and 29.2 percent voting stakes reported at note [1] sum to 78.2 percent, which exceeds the majority of the outstanding shares required to approve the Reverse Stock Split Proposal.

[9] Anebulo Pharmaceuticals, Inc., Offer to Purchase dated December 22, 2025, filed as an exhibit to the Company’s Schedule TO and posted in the SEC filings section of its investor relations site (primary; supports that the Board established the committee, there called the Strategic and Review Committee, in February 2025 for the purpose of evaluating strategic alternatives including a potential going private transaction; that the Offer formed part of a going private transaction within the meaning of Rule 13e-3 and that its forward-looking statements were accordingly excluded from the statutory safe harbor; and the $1.83 closing price on July 22, 2025). Buxton Helmsley reviewed an extract of this document rather than the complete filing.

[10] Anebulo Pharmaceuticals, Inc., Current Report on Form 8-K filed December 22, 2025, Item 8.01, and the press release furnished as Exhibit 99.1 thereto (primary; supports the Board’s decision to abandon the reverse stock split in favour of a cash tender offer for up to 300,000 shares at $3.50; and the Company’s stated cause, being an increase in shares held in accounts of fewer than 2,500 shares, mostly from holders who after the announcement acquired shares through multiple small accounts or split existing holdings, “simply in an attempt to receive multiple fractional share payments,” which significantly increased the expected cost). Buxton Helmsley confirmed the existence, date and item of the Current Report from its filing index on EDGAR, and reviewed the text of the press release as published by the Company.

[11] Anebulo Pharmaceuticals, Inc., Schedule TO-I/A (Final Amendment), filed January 29, 2026 (primary; supports that the Schedule TO originally filed on December 22, 2025 and amended on January 8 and January 27, 2026 was a combined Tender Offer Statement and Rule 13e-3 Transaction Statement; that the filing designated the transaction both as an issuer tender offer subject to Rule 13e-4 and as a going-private transaction subject to Rule 13e-3; that a total of 4,907,881 Shares were validly tendered and not properly withdrawn prior to the expiration of the Offer; that the Offer was oversubscribed; that the Company accepted for payment an aggregate of 300,000 Shares, including 134,306 odd lots, at $3.50 per Share for an aggregate cost of approximately $1.05 million excluding fees and expenses; that Shares were accepted on a pro rata basis except for tenders of odd lots, which were accepted in full; that the final proration factor was 3.47392 percent; and that the Shares accepted represented approximately 0.73 percent of the Shares outstanding as of January 26, 2026). Buxton Helmsley reviewed this document directly on EDGAR.

[12] Buxton Helmsley calculation, derived and not reported by the Company. 4,907,881 Shares tendered against the 300,000 sought is approximately 16.4 times the Shares sought. 4,907,881 Shares against the 41,084,731 shares outstanding reported at note [1] is approximately 11.9 percent; that share count is as of the October 12, 2025 record date, but the Company’s own statement at note [11] that 300,000 Shares represented approximately 0.73 percent of the Shares outstanding as of January 26, 2026 implies an outstanding count of approximately 41.1 million on that later date, so the percentage is not materially affected. [13] Anebulo Pharmaceuticals, Inc., Current Report on Form 8-K filed February 2026 reporting the Board’s action of February 5, 2026 (primary; supports the Board’s approval on February 5, 2026 of the voluntary delisting of the common stock from the Nasdaq Capital Market and the subsequent voluntary deregistration; the notification to Nasdaq; the stated intention to file a Form 25 on or about February 17, 2026; and the expected effectiveness of delisting on February 27, 2026, ten days after that filing). The stated intention to file a Form 15 on or about February 27, 2026 certifying fewer than 300 holders of record, and the immediate suspension of the reporting obligation upon that filing, are supported by the Company’s press releases of February 6 and February 12, 2026. The statements about the Form 25 and the Form 15 are statements of intention as of February 2026. Buxton Helmsley has not retrieved the Form 25 itself and states no proposition here about the date on which it was filed or the date on which the delisting became effective. The Form 15 was filed and is cited at note [15].

[14] Anebulo Pharmaceuticals, Inc., press release dated February 12, 2026 reporting results for the three months ended December 31, 2025, furnished as an exhibit to a Current Report on Form 8-K (primary as a statement of the Company; supports that the Company “is in compliance with applicable Nasdaq listing requirements” and that the Board nonetheless believed the cost of being an SEC reporting company outweighed the benefits).

[15] Anebulo Pharmaceuticals, Inc., Form 15-12G, filed March 2, 2026 (primary; supports that the Company certified termination of registration under Rule 12g-4(a)(1) and suspension of its duty to file reports under Rule 12h-3(b)(1)(i) with respect to its common stock, and stated the approximate number of holders of record as of the certification date as 71). Buxton Helmsley reviewed this document directly on EDGAR.

[16] 17 CFR 229.201(b)(1) and Instruction 3 to Item 201 (primary; supports the requirement to set forth “the approximate number of holders of each class of common equity” of the registrant as of the latest practicable date, and that the computation of that number may be based upon the number of record holders or may also include individual participants in security position listings).

[17] Form 10-K, Item 5 (primary; supports that a registrant furnishes in Item 5 the information required by Item 201 of Regulation S-K). Form as published by the Commission.

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