According to the Offer to Purchase, the Board established a Strategic and Review Committee (the "Special Committee"), composed of independent directors, in February 2025 to evaluate strategic alternatives including a potential going-private transaction. The Special Committee and the Board determined that "the costs of being an SEC reporting company outweigh the benefits" and that it was no longer in the best interests of stockholders to remain an SEC reporting company. The stated primary purpose of the Offer was to reduce the number of record holders of common stock below 300, the threshold at or above which SEC public reporting is required, allowing the Company to deregister under the Exchange Act, suspend periodic reporting, and delist from Nasdaq. Anebulo estimated it would save approximately $1.3 million per year in costs (auditor and legal fees, Nasdaq fees, printing and mailing, internal compliance, transfer agent costs, and higher director/officer insurance premiums and board compensation associated with being public) if it became a private company.
The Offer to Purchase discloses that the Board determined to offer $3.50 per share "after considering our current financial condition and the limited opportunities for liquidity available for our stockholders." The $3.50 offer price represented a premium to the $2.17 Nasdaq closing price on December 19, 2025, the last full trading day before commencement of the Offer, and to the $1.83 closing price on July 22, 2025, the last trading day before Anebulo announced its intention to go private. The transaction's background section discloses that the Special Committee originally pursued a reverse stock split (with a split ratio range of not less than 1-for-2,500 and not greater than 1-for-7,500 Shares and a $3.50 cash payment for fractional shares) before ultimately pursuing the tender offer structure instead. Houlihan Capital, LLC was retained by the Special Committee in June 2025 to render a fairness opinion; Houlihan Capital delivered a "bring down" fairness opinion dated December 17, 2025 concluding that the cash tender offer at $3.50 per share was fair, from a financial point of view, to the Company's unaffiliated stockholders.
The Offer was not subject to a financing condition or a minimum tender condition, and Anebulo stated it would pay for the Shares, including related fees and expenses, from cash on hand. As of December 19, 2025, the Company had 41,084,731 shares outstanding; a fully subscribed Offer would represent approximately 0.7% of shares outstanding. The Offer to Purchase discloses that Anebulo's directors and executive officers (nine persons, collectively beneficially owning approximately 80.0% of outstanding shares before the Offer) informed the Company they would not tender any shares, which the filing states would raise their collective beneficial ownership to approximately 80.5% if the Offer were fully subscribed.
The Offer was originally scheduled to expire on January 26, 2026 and was amended twice (January 8, 2026 and January 27, 2026) before a Final Amendment on Schedule TO-I/A filed January 29, 2026 reported the results: the Offer expired as scheduled on January 26, 2026, was oversubscribed with 4,907,881 shares validly tendered, and Anebulo accepted 300,000 shares for payment (including 134,306 "odd lots" accepted in full, with other tenders prorated at a factor of approximately 3.47392%), for an aggregate cost of approximately $1.05 million excluding fees and expenses, representing approximately 0.73% of shares outstanding as of the January 26, 2026 expiration. Payment was wired to the depositary on January 29, 2026.
Following completion of the tender offer, Anebulo's Board approved voluntary delisting from Nasdaq and deregistration with the SEC, as disclosed in a Form 8-K (Items 3.01 and 8.01) filed February 6, 2026 reporting Board action taken February 5, 2026. The Company filed a Form 25 to delist from Nasdaq (filed February 17, 2026 per EDGAR records) and subsequently filed a Form 15-12G on March 2, 2026 certifying fewer than 300 holders of record and terminating its registration under the Exchange Act, confirming the going-private transaction was completed and Anebulo's SEC reporting obligations were suspended.
Blank Rome LLP, with attorneys Leslie Marlow and Melissa Murawsky, served as the Company's outside legal counsel throughout the going-private process, as identified on the Schedule TO cover page and referenced throughout the Offer to Purchase's background section. No financial advisor fairness-opinion fee or underwriting/dealer-manager fee amount was disclosed in the sections reviewed. Broadridge Corporate Issuer Solutions, LLC acted as depositary and information agent for the Offer.