0001815974
false
0001815974
2023-03-02
2023-03-02
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM
8-K
CURRENTREPORT
Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported):
March 2, 2023
ANEBULOPHARMACEUTICALS, INC
(Exactname of Registrant as Specified in Its Charter)
Delaware 001-40388 85-1170950
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Anebulo Pharmaceuticals, Inc. 78734
1415 Ranch Road 620 South
,
Suite 201
Lakeway
,
TX
(Address of Principal Executive Offices) (Zip Code)
Registrant'sTelephone Number, Including Area Code:
(512)
598-0931
NotApplicable
(FormerName or Former Address, if Changed Since Last Report)
Checkthe appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant underany of the
following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securitiesregistered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $.0.001 par value per share ANEB The Nasdaq Stock Market LLC
Indicateby check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 ((s) 230.405of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 ((s) 240.12b-2 of this
chapter).
Emerginggrowth company
Ifan emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complyingwith any new or
revised financial accounting standards provided pursuant to Section 13(a) of
the Exchange Act.
Item1.01 Entry into a Material Definitive Agreement.
OnMarch 2, 2023 (the "Effective Time"), Anebulo Pharmaceuticals, Inc., a
Delaware corporation (the "Company"),entered into a Master Services Agreement
(the "Master Services Agreement") with Potrero Hill Advisors, LLC
("Potrero"),pursuant to which, among other things, Potrero will serve as an
independent consultant for the purpose of providing the Company withcertain
strategic and financial advice and support services, including the services of
Sandra A. Gardiner as the Company's ActingChief Financial Officer.
Pursuantto the Master Services Agreement, the Company has agreed to pay
Potrero certain hourly rates for the services provided under the MasterServices
Agreement, which rates may be increased annually by Potrero by up to five
percent. In addition, the Company has agreed to reimbursePotrero for
reasonable out-of-pocket business expenses incurred by Potrero in performing
the services under the Master Services Agreement,subject to certain
pre-approval requirements.
TheMaster Services Agreement will commence on the Effective Time and will
continue through the fifth anniversary of the Effective Time.The Master
Services Agreement may be terminated by either party for cause upon thirty
days' prior written notice or by the Companywithout cause upon thirty days'
prior written notice to Potrero.
TheMaster Services Agreement contains certain covenants and agreements of the
parties, including certain indemnification obligations ofeach party.
Theforegoing summary of the Master Services Agreement does not purport to be a
complete description of the document and is qualified inits entirety by the
Master Services Agreement, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K.
Item5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
OnMarch 2, 2023, the Company appointed Sandra A. Gardiner as the Company's
Acting Chief Financial Officer, as well as the Company'sprincipal financial
officer and principal accounting officer, replacing Rex Merchant in such
capacities.
Ms.Gardiner, age 57, served as the Chief Financial Officer, Executive Vice
President of Finance and Administration and Treasurer of PulseBiosciences,
Inc. (Nasdaq: PLSE), a bioelectric medicine company, from November 2019
through December 2022. Ms. Gardiner also servedas the Secretary of Pulse
Biosciences from November 2019 until October 2021. Prior to joining Pulse
Biosciences, Ms. Gardiner servedas Executive Vice President, Finance, and
Chief Financial Officer of Cutera, Inc., a global provider of laser, light,
and other energy-basedaesthetic systems, from July 2017 to November 2019.
Prior to that, Ms. Gardiner served as Vice President, Finance, Chief Financial
Officerand Corporate Secretary of Tria Beauty, Inc., a medical device
manufacturer of laser based aesthetic devices, from April 2015 until itwas
acquired in April 2017. Ms. Gardiner has also served as Chief Financial
Officer and Vice President of Finance of Aptus Endosystems,Inc., a medical
device company acquired by Medtronic plc; Ventus Medical, Inc., a medical
device manufacturer; Vermillion, Inc., a medicaldiagnostic company currently
known as Aspira Women's Health Inc.; and Lipid Sciences, Inc., a biotechnology
company. Earlier inher career, Ms. Gardiner served in roles of increasing
responsibility at Cardima, Inc., Comac, Inc. and Advanced Cardiovascular
Systems,Inc. Ms. Gardiner currently serves as Board Chair of the Valley Humane
Society and previously served on the board of directors of LuciraHealth Inc.
including serving as Audit Committee Chair and a member of the Nominating and
Corporate Governance Committee. Ms. Gardinerholds a Bachelor of Arts degree in
Management Economics from the University of California, Davis.
Thereis no agreement between the Company and Ms. Gardiner with respect to her
appointment as the Company's Acting Chief Financial Officer.Ms. Gardiner will
provide such services to the Company pursuant to the terms and conditions of
the Master Services Agreement.
Ms.Gardiner has no family relationships with any of the Company's directors or
executive officers, and, except as described underItem 1.01 of this Current
Report on Form 8-K, which is incorporated by reference herein, she has no
direct or indirect material interestin any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
Item9.01 Financial Statements and Exhibits.
(d)Exhibits
Exhibit Description
Number
10.1 Master Services Agreement, dated March 2, 2023, between the Company and Potrero Hill Advisors, LLC
104 Cover Page of Interactive Data File (embedded within the Inline XBRL document).
Schedules have been omitted pursuant to Item 601(a)(5) of RegulationS-K. The registrant undertakes
to furnish supplemental copies of any of the omitted schedules upon request by the SEC.
SIGNATURES
Pursuantto the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf bythe
undersigned hereunto duly authorized.
ANEBULO PHARMACEUTICALS, INC.
Date: March 8, 2023 By: /s/ Simon Allen
Simon Allen
Chief Executive Officer (
Principal Executive Officer
)
Exhibit10.1
MASTERSERVICES AGREEMENT
ThisMaster Services Agreement (the "Agreement") is made effective as of March
2, 2023 (the "Effective Date"), byand between Anebulo Pharmaceuticals, Inc., a
Delaware corporation, with its principal place of business being 1415 Ranch
Road 620 South,Suite 201, Lakeway, TX 78734 (the "Company") and Potrero Hill
Advisors, LLC., a California limited liability corporation,with its principal
place of business being 2010 El Camino Real #1311, Santa Clara, CA 95050
("Potrero"). The Company andPotrero are herein sometimes referred to
individually as a "Party" and collectively as the "Parties."
WHEREAS,the Company wishes to engage Potrero to serve as an independent
consultant for the purpose of providing the Company with certain strategicand
financial advice and support services, as more fully described in
Exhibit A
attached hereto (the "Services");and
WHEREAS,Potrero is willing to provide such services on the terms and
conditions set forth herein.
NOWTHEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which are hereby acknowledged,the
Parties agree and covenant as follows.
1. Services of Consultant
. Potrero will assist the Company with matters relating
to the Services. The Services are more fully described in
Exhibit A
attached hereto.
2. Compensation for Services
. In consideration of Potrero's performance of the Services,
the Company shall pay Potrero a consulting fee as set forth in
Exhibit A
(the "Consulting Fee"). Potrero shall, from time to time, but not more frequently
than twice per calendar month invoice the Company for Services rendered and such
invoice will be paid upon fifteen (15) days of receipt. From time to time the Parties
may decide to evaluate jointly the current fee structure and scope of Services,
and shall make such adjustments thereto as may be mutually agreed. Upon sixty (60)
days prior written notice Company, Potrero reserves the right to an annual increase
in consultant rates of up to 5%, effective January 1 of each year. Upon termination
of this Agreement pursuant to Section 3, no compensation or benefits of any
kind as described in this Section 2 shall be payable or issuable to Potrero after
the effective date of such termination, other than in respect of Services rendered
prior to termination. In addition, the Company will reimburse Potrero for
reasonable out-of-pocket business expenses, including but not limited to travel and
parking, incurred by Potrero in performing the Services hereunder, upon submission
by Potrero of supporting documentation reasonably acceptable to the Company. Any
such accrued expenses in any given three (3) month period that exceed one thousand
dollars ($1,000) shall be submitted to the Company for its prior written approval.
3. Term and Termination
. The term of this Agreement will commence on the
Effective Date and will continue through the fifth (5
th
) anniversary of the Effective Date
(the "Term"). This Agreement may
be extended for an additional period by mutual written agreement.
ThisAgreement may be terminated by either Party hereto: upon thirty (30) days
prior written notice to the other Party.
4. Time Commitment
. Potrero will devote such time to perform the Services
under this Agreement as may reasonably be required.
5. Place of Performance
. Potrero will perform the Services at such
locations upon which the Company and Potrero may
mutually agree. Potrero will not, without the
prior written consent of the Company, perform any
of the Services at any facility or in any manner
that might give anyone other than the Company
any rights to or allow for disclosure of any
Confidential Information (as defined below).
6. Compliance with Policies and Guidelines
. Potrero will perform the Services in
accordance with all reasonable rules, procedures
or policies adopted by the Company that the
Company discloses in writing to Potrero.
7. Materials
. All documentation, information, or other
materials owned or controlled by the Company and
furnished to Potrero by or on behalf of the
Company (collectively, with all associated
intellectual property rights, the "Materials")
will remain the exclusive property of
the Company. Potrero will use the Materials
only as necessary to perform Services.
8. Deliverables
. The Company will own all rights throughout the world to all inventions, discoveries, improvements, ideas,
processes, formulations, products, computer programs, works of authorship, databases, trade secrets,
know-how, information, data, documentation, reports, research, creations and all other products and/or
materials arising from or made in the performance of Services (whether or not patentable or subject
to copyright or trade secret protection) (collectively, with all associated intellectual property rights,
the "Deliverables"). Potrero hereby assigns to the Company all rights, title and interest in and
to all Deliverables. For purposes of the copyright laws of the United States, Deliverables constitute
"works made for hire," except to the extent such Deliverables cannot by law be "works made for hire".
9. Records
. Potrero will maintain all materials, data and documentation
obtained or generated by Potrero in the course of preparing
for and providing Services, including computerized records
and files (collectively, the "Records") on the Company's
file system maintained by the Company. All Records will be
the property of the Company. Potrero will not transfer,
deliver or otherwise provide any Records to any party other
than Company except as required to perform Services.
2
10. Confidential Information
. Potrero acknowledges and agrees that during the course of
performing the Services, the Company may furnish, disclose or
make available to Potrero information, including, but not limited
to, material, compilations, data, formulae, models, patent
disclosures, procedures, processes, business plans, projections,
protocols, results of experimentation and testing, specifications,
strategies and techniques, and all tangible and intangible
embodiments thereof of any kind whatsoever (including, but
not limited to, any apparatus, biological or chemical materials,
animals, cells, compositions, documents, drawings, machinery,
patent applications, records and reports), which is owned
or controlled by the Company and is marked or designated as
confidential at the time of disclosure or if not so marked or
designated, is of a type that a reasonable person would consider
to be confidential information (collectively the "Confidential
Information"). Potreroacknowledges that the Confidential
Information or any part thereof is the exclusive property of the
Company and shall not be disclosedto any third party without
first obtaining the written consent of the Company, except
to the extent that disclosure may be compelledby law, and
will use the Confidential Information for no purpose other than
in connection with performing the Services. If compelledby
law to disclose Confidential Information, Potrero agrees to (a)
provide prompt written notice of such disclosure (prior to
disclosure,if legal permissible) to the Company; (b) take all
reasonable and lawful actions to avoid or minimize the degree
of such disclosure;and (c) reasonably cooperate with the Company
in any efforts to seek a protective order. Potrero further
agrees that the ConfidentialInformation, and any part thereof,
shall not be disclosed or issued to its affiliates,. The above
provisions of confidentiality shallsurvive for a period of
five (5) years following the termination of this Agreement.
11. Non Solicitation
. All personnel representing Potrero
are contracted agents of Potrero.
As such, they are obligated to provide the Services to the Company
and are obligated to Potrero under confidentiality, non-compete,
and non-solicitation agreements. Accordingly are not retainable
as employees or contractors by the Company except pursuant to
this Agreement and the Company hereby agrees not to solicit, hire
or retain their services for so long as they are contracted agents
of Potrero and for two (2) years thereafter.Should the Company
violate this restriction, it agrees
to pay Potrero liquidated damages
equal to the greater of $120,000 or one hundredpercent (100%)
of the employee's starting annual base salary and target annual
bonus for each Potrero contracted agent solicitedand/or hired by
the Company in violation of this
Agreement, plus Potrero's reasonable
attorneys' fees and costs incurredin enforcing this Agreement
should the Company fail or refuse to pay the liquidated damages
amount in full within thirty (30) days followingits violation.
12. Placement Services
. In the event that the Company requests
in writing and Potrero provides in
writing a referral for a potential employee
to the Company and that individual
is hired within one (1) year of such
referral, Potrero shall receive a fee equal
to twenty percent (20%) of the employee's
starting annual base salary and
target annual bonus. This fee is due and
owing if an individual is hired, directly
or indirectly on a permanent basis or
on a contract or consulting basis by
the Company within one (1) year of the
date of referral to the Company. Such
payment is due to Potrero within fifteen
(15) days of the employee's start date.
13. No Implied Warranty
. Except for any express warranties
stated herein, the Services are
provided on an "as is" basis, and
the Company disclaims any and all
other warranties, conditions, or
representations (express, implied,
oral or written), relating to the Services or any part thereof.
Further, in performing the Services,
Potrero is not engaged to detect,
disclose, or remedy illegal acts, including fraud or defalcations,
which may have taken place. The foregoing notwithstanding, Potrero
will promptly notify the Company if
Potrero becomes aware of any such
illegal acts during the performance of the Services. Because the
Services do not constitute an examination
in accordance with standards
establishedby the American Institute
of Certified Public Accountants
(the "AICPA"), Potrero is precluded
from expressing an opinionas to
whether financial statements provided
by the Company are in conformity
with generally accepted accounting
principles or any otherstandards
or guidelines promulgated by the AICPA, or whether the underlying
financial and other data provide a
reasonable basis for thestatements.
3
14. Indemnification
. The Company shall indemnify and hold harmless Potrero and its
subcontractors, principals, affiliates, employees and agents
(collectively with Potrero, the "Indemnified Persons"), from
and against, and the Company agrees that no Indemnified Person
shall have any liability to the Company or to its owners, parents,
affiliates, security holders or creditors for, any claims,
losses, costs (including attorney's fees), damages or liabilities
(or actions in respect thereof) that arise out of or are
based on the Services performed hereunder, except for any such
claims, losses, costs, damages or liabilities arising out of
the gross negligence. The Company shall reimburse each Indemnified
Person for its reasonable legal and other expenses as such
expenses are incurred (including, without limitation, the
reasonable costs and expenses incurred in connection with the
investigation of, preparation for, or defense of any pending or
threatened claim, or any action or proceeding arising therefrom).
The Company will endeavor to add Potrero and any applicable
subcontractor to its insurance policies as additional insureds.
The Company, without Potrero's prior written consent (which
consent shall not be withheld unreasonably), shall not settle,
compromise, consent to the entry of any judgment in, or otherwise
seek to terminate any action, claim, suit, investigation or
proceeding in respect of which indemnification may be sought
hereunder, unless such settlement, compromise, consent or termination
includes a release of each Indemnified Person from any and
all liabilities arising out of such action, claim, suit,
investigation or proceeding. The Company shall not permit any
such settlement, compromise, consent or termination to include a
statement as to, or an admission of, fault, culpability or a
failure to act by or on behalf of an Indemnified Person, without
such Indemnified Person's prior written consent (which consent
shall not be unreasonably withheld, conditioned or delayed).
15. Independent Contractor
. Neither Potrero nor any principal, affiliate, or
employee of Potrero is or shall be deemed to be at
any time during the term of this Agreement, an
employee of the Company. Potrero shall not be entitled
to any benefits provided by the Company to its
employees. Potrero's status and relationship with
the Company shall be that of an independent
contractor and consultant. Potrero shall not state or
imply, directly or indirectly, that Potrero is
empowered to bind the Company without the Company's
prior written consent. Nothing herein shall create,
expressly or by implication, a partnership, joint
venture or other association between the parties.
Potrero and its affiliates will be solely responsible
for payment of all charges and taxes arising from
its relationship to the Company as a consultant.
16. Records
. Upon termination of Potrero's relationship with
the Company, Potrero shall deliver to the Company
any property or Confidential Information of the
Company relating to the Services which may be in its
possession including products, project plans, materials,
memoranda, notes, records, reports, laboratory
notebooks, or other documents or photocopies and any
such information stored using electronic medium.
4
17. Publicity
. Except to the extent required by applicable law
or regulation or the rules of any stock exchange
or listing agency, Potrero will not make any public
statement or release concerning this Agreement
or the transactions contemplated by this Agreement
or use Company's name or the in any form of
advertising, promotion or publicity, without
obtaining the prior written consent of Company.
18. Notices
. Any notice under this Agreement shall be in writing (except in the case of verbal
communications and teleconferences updating either Party as to the status of
work hereunder) and shall be deemed delivered upon personal delivery, one day after
being sent via a reputable nationwide overnight courier service, two days after
deposit in the mail or when sent, if sent via email, facsimile or other electronic
transmission during the recipient's normal business hours and, if not sent during
normal business hours, then on the recipient's next business day. Notices under
this Agreement shall be sent to the following representatives of the Parties:
If to the Company:
Name: Simon Allen
Title: CEO
Address: 1415 Ranch Road 620 South, Suite 201,
Lakeway, TX 78734
Phone:
E-mail:
If to Potrero:
Name: SharonTetlow
Title: Managing Partner
Address: 2010El Camino Real, #1311
Santa Clara, CA 95050
Phone:
E-mail:
19. Assignment and Successors
. This Agreement may not be assigned by a Party without the consent of the other which shall not be unreasonably
withheld, except that each Party may assign this Agreement and the rights, obligations and interests of such Party,
in whole or in part, to any of its affiliates, to any purchaser of all or substantially all of its assets or to
any successor corporation resulting from any merger or consolidation of such Party with or into such corporation.
20. Force Majeure
. Neither Party shall be liable for failure of or delay in performing obligations set forth in this Agreement, and
neither shall be deemed in breach of its obligations, if such failure or delay is due to natural disasters or any
causes beyond the reasonable control of either Party. In the event of such force majeure, the Party affected thereby
shall use reasonable efforts to cure or overcome the same and resume performance of its obligations hereunder.
5
21. Headings
. The Section headings are intended for
convenience of reference only and are not
intended to be a part of or to affect the
meaning or interpretation of this Agreement.
22. Integration; Severability
. This Agreement is the sole agreement with respect to the subject matter hereof and shall supersede all
other agreements and understandings between the Parties with respect to the same. If any provision of this
Agreement is or becomes invalid or is ruled invalid by any court of competent jurisdiction or is deemed
unenforceable, it is the intention of the Parties that the remainder of the Agreement shall not be affected.
23. Governing Law
. This Agreement shall be governed by and construed in accordance with the laws of the State
of California, excluding choice of law principles. The Parties agree that any action or
proceeding arising out of or related in any way to this Agreement shall be brought solely
in a Federal or State court of competent jurisdiction sitting in San Francisco, California.
24. Counterparts
. This Agreement may be executed in
counterparts, each of which will be
deemed an original, but all of which
together will constitute one agreement.
Ifyou are in agreement with the foregoing, please sign where indicated below,
whereupon this Agreement shall become effective as of theEffective Date.
POTRERO HILL ADVISORS, INC. ANEBULO PHARMACEUTICALS, INC.
By: /s/ Sharon Tetlow By: /s/ Simon Allen
Print Name: Sharon Tetlow Print Name: Simon Allen
Title: Managing Partner Title: CEO
Date: March 2, 2023 Date: March 2, 2023
6
{graphic omitted}
{graphic omitted}