ANEW Medical Files S-1/A for IPO

TL;DR

ANEW Medical (fka Redwoods Acq) filed S-1/A for IPO. Get ready.

AI Summary

ANEW Medical, Inc. filed an S-1/A amendment on September 13, 2024, for its initial public offering. The company, formerly known as Redwoods Acquisition Corp. until January 27, 2022, is registering an unspecified number of securities. ANEW Medical, Inc. is based in Omaha, NE, and operates in the Biological Products sector.

Why It Matters

This filing indicates ANEW Medical, Inc. is moving forward with its plan to become a publicly traded company, which could provide it with capital for growth and development.

Risk Assessment

Risk Level: medium — As a company undergoing an IPO, there is inherent risk associated with its future performance and market reception.

Key Numbers

• 333-281946 — SEC File Number (Identifies the specific SEC filing for ANEW Medical, Inc.)

Key Players & Entities

• ANEW Medical, Inc. (company) — Registrant
• Redwoods Acquisition Corp. (company) — Former company name
• 20240913 (date) — Filing date
• 20220127 (date) — Date of name change
• 333-281946 (registration_number) — SEC registration number
• Joseph A. Sinkule (person) — Agent for service
• Paul Goodman, Esq. (person) — Correspondence recipient

FAQ

Filing Documents

• ea0214414-s1a1_anewmedical.htm (S-1/A) — 83KB
• ea021441401ex23-2_anewmedi.htm (EX-23.2) — 3KB
• ex23-2_001.jpg (GRAPHIC) — 3KB
• ex23-2_002.jpg (GRAPHIC) — 2KB
• 0001213900-24-078244.txt ( ) — 180KB
• wena-20240630.xsd (EX-101.SCH) — 3KB
• wena-20240630_lab.xml (EX-101.LAB) — 9KB
• wena-20240630_pre.xml (EX-101.PRE) — 6KB
• ea0214414-s1a1_anewmedical_htm.xml (XML) — 2KB

- INFORMATION NOT REQUIRED IN PROSPECTUS

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Other Expenses of Issuance and Distribution

Item 13. Other Expenses of Issuance and Distribution The following table indicates the expenses to be incurred in connection with this offering, other than the placement agent fees, all of which will be paid by us. All amounts are estimated except the Securities and Exchange Commission registration fee and the Financial Industry Regulatory Authority, Inc. ("FINRA") filing. Amount SEC registration fee $ 3,369 Accountants' fees and expenses $ 5,000 Legal fees and expenses $ 20,000 Miscellaneous $ 3,075 Total expenses $ 31,444

Indemnification of Directors and Officers

Item 14. Indemnification of Directors and Officers We shall indemnify any officer or director or any former officer or director, to the full extent permitted by law. We shall indemnify any officer or director in connection with any proceedings, including appeals, if he or she acted in good faith and in a manner he or she reasonably believed to be in our best interests and they had no reasonable cause to believe that his or her conduct was unlawful. The termination of any proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in our best interests or had reasonable cause to believe that his or her conduct was unlawful. At present, there is no pending litigation or proceeding involving any of our directors or executive officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or preceding that may result in a claim for indemnification.

Recent Sales of Unregistered Securities

Item 15. Recent Sales of Unregistered Securities There were no unregistered securities to report which have not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K. II-1

Exhibits and Financial Statement Schedules

Item 16. Exhibits and Financial Statement Schedules (a) Exhibits. The following exhibits are filed as part of this registration statement: Exhibit No. Description 2.1

Business

Business Combination Agreement, dated May 30, 2023, by and among Redwoods Acquisition Corp., ANEW MEDICAL SUB, INC. and ANEW MEDICAL, INC. ** 2.2 Amendment No.1 to Business Combination Agreement, dated November 4, 2023, by and among Redwoods Acquisition Corp., ANEW MEDICAL SUB, INC. and ANEW MEDICAL, INC. ** 3.1 Amended and Restated Certificate of Incorporation of Redwoods Acquisition Corp. (incorporated by reference to Exhibit 3.1 to Redwoods' Current Report on Form 8-K filed with the SEC on April 4, 2022).** 3.2 Bylaws of Redwoods Acquisition Corp. (incorporated by reference to Exhibit 3.4 filed with Redwoods' registration statement on Form S-1 filed by the Registrant on March 10, 2022).** 3.3 Form of Second Amended and Restated Certificate of Incorporation of Redwoods Acquisition Corp. ** 3.4 Form of Amended and Restated Bylaws of Redwoods Acquisition Corp. ** 4.1 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Redwoods' Registration Statement on Form S-1 filed with the SEC on March 10, 2022).** 4.2 Specimen Class A Common Stock Certificate. ** 4.3 Specimen Warrant Certificate ** 4.4 Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant ** 5.1 Legal opinion of Cyruli Shanks & Zizmor, LLP 10.1 Lock-Up Agreement, dated as of May 30, 2023, by and among Redwoods Acquisition Corp. and the other parties named therein ** 10.2 Sponsor Support Agreement, dated as of December 29, 2023, by and among Redwoods Acquisition Corp., Redwoods Capital LLC, and other parties thereto ** 10.3 Voting and Support Agreement, dated as of May 30, 2023, by and among Redwoods Acquisition Corp., ANEW MEDICAL, INC. and the other parties named therein ** 10.4 ANEW MEDICAL, INC. 2023 Stock Incentive Plan ** 10.5 Registration Rights Agreement, dated May 30, 2023, by and among Redwoods Acquisition Corp., certain stockholders of ANEW MEDICAL, INC. and the Founder Holders (incorporate

Undertakings

Item 17. Undertakings (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: i. To include any prospectus required by Section 10(a) (3) of the Securities Act of 1933; ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus file

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Omaha, State of Nebraska, on September 12, 2024. ANEW Medical, Inc. By: /s/ Joseph A. Sinkule Joseph A. Sinkule Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph A, Sinkule, as his true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or any substitute or resubstitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Name Capacity in Which Signed Date /s/ Joseph A. Sinkule Chief Executive Officer and Chairman September 12, 2024 Dr. Joseph A. Sinkule (Principal Executive Officer) /s/ Jeffrey LeBlanc Chief Financial Officer Se

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View this S-1/A filing on SEC EDGAR