ATLEW SEC Filings

Artelo Biosciences, Inc. is asking stockholders to approve several items at its 2026 virtual annual meeting. The proxy seeks election of three Class III directors — Gregory R. Reyes, M.D., Ph.D., Tamara A. Favorito and President and CEO Gregory D. Gorgas — to serve until the 2029 meeting. It also asks stockholders to amend the Articles of Incorporation to increase authorized common shares from 166,666,667 to 500,000,000, following a 1-for-3 reverse stock split effective March 9, 2026. As of the May 22, 2026 record date, 2,848,540 common shares were outstanding, with directors and executive officers as a group holding 93,282 shares, or 3.2%. The filing details board independence, committee structures, director compensation and executive pay, including $1.22 million in 2025 total compensation for Mr. Gorgas and the appointment and compensation of new CFO Mark E. Spring.

Artelo Biosciences, Inc. is offering up to $6,530,000 of common stock in an at-the-market program with H.C. Wainwright & Co., LLC as exclusive sales agent.

The sales agent will use commercially reasonable efforts to sell shares from time to time under an At the Market Offering Agreement dated May 26, 2026, and will receive a 3.0% commission. The offering is subject to Form S-3 resale limits under General Instruction I.B.6.

Artelo Biosciences, Inc. is offering up to $6,530,000 of common stock in an at-the-market program with H.C. Wainwright & Co., LLC as exclusive sales agent.

The sales agent will use commercially reasonable efforts to sell shares from time to time under an At the Market Offering Agreement dated May 26, 2026, and will receive a 3.0% commission. The offering is subject to Form S-3 resale limits under General Instruction I.B.6.

ARTL terminates its At-The-Market equity offering agreement effective May 18, 2026. The company had an ATM capacity of $6,500,000 and reports aggregate sales of 50,858 shares for gross proceeds of $451,526.95. The prospectus supplement ends the continuous offering under the ATM Prospectus.

The Sales Agreement with R.F. Lafferty & Co., Inc. was terminated by notice on May 11, 2026, effective May 18, 2026. The Common Stock trades on Nasdaq under the symbol ARTL; the last reported sales price on May 15, 2026 was $1.84.

ARTL terminates its At-The-Market equity offering agreement effective May 18, 2026. The company had an ATM capacity of $6,500,000 and reports aggregate sales of 50,858 shares for gross proceeds of $451,526.95. The prospectus supplement ends the continuous offering under the ATM Prospectus.

The Sales Agreement with R.F. Lafferty & Co., Inc. was terminated by notice on May 11, 2026, effective May 18, 2026. The Common Stock trades on Nasdaq under the symbol ARTL; the last reported sales price on May 15, 2026 was $1.84.

Artelo Biosciences, Inc. has elected to terminate its At-The-Market Offering Agreement with R.F. Lafferty & Co., Inc., a program that allowed the company to sell common stock over time. The termination notice was given on May 11, 2026 and becomes effective on May 18, 2026.

Under the agreement, Artelo could offer up to $6,500,000 of common stock in an at-the-market equity program. Through May 11, 2026, it sold 50,858 shares of common stock, generating $451,526.95 in gross proceeds before ending the arrangement.

Artelo Biosciences, Inc. has elected to terminate its At-The-Market Offering Agreement with R.F. Lafferty & Co., Inc., a program that allowed the company to sell common stock over time. The termination notice was given on May 11, 2026 and becomes effective on May 18, 2026.

Under the agreement, Artelo could offer up to $6,500,000 of common stock in an at-the-market equity program. Through May 11, 2026, it sold 50,858 shares of common stock, generating $451,526.95 in gross proceeds before ending the arrangement.

Artelo Biosciences, Inc. ownership disclosure: Armistice Capital, LLC and Steven Boyd report shared beneficial ownership of 235,823 shares of common stock, representing 9.99% of the class. The filing states Armistice Capital exercises voting and investment power over the shares held by Armistice Capital Master Fund Ltd.

The Schedule 13G identifies Armistice Capital as the investment manager and Mr. Boyd as its managing member; the Master Fund is the direct holder and retains the right to receive proceeds or dividends.

Artelo Biosciences, Inc. ownership disclosure: Armistice Capital, LLC and Steven Boyd report shared beneficial ownership of 235,823 shares of common stock, representing 9.99% of the class. The filing states Armistice Capital exercises voting and investment power over the shares held by Armistice Capital Master Fund Ltd.

The Schedule 13G identifies Armistice Capital as the investment manager and Mr. Boyd as its managing member; the Master Fund is the direct holder and retains the right to receive proceeds or dividends.

Artelo Biosciences reported a net loss of $2.96M for the three months ended March 31, 2026, compared with $2.37M a year earlier, as general and administrative costs rose and research and development spending shifted lower. Operating expenses reached $2.69M, driven mainly by higher professional fees and stock-based compensation. Cash and cash equivalents jumped to $10.27M from $0.60M at year-end, largely due to a March 2026 private placement that generated gross proceeds of $10.997M (net $10.03M) through common shares and a large package of pre-funded and common warrants. The company also issued three convertible notes with variable conversion features, recognized a derivative liability of $0.58M, and recorded a day-one loss of $0.46M on one note. Despite the improved liquidity, management states that recurring losses and funding needs raise substantial doubt about Artelo’s ability to continue as a going concern within one year.

Artelo Biosciences reported a net loss of $2.96M for the three months ended March 31, 2026, compared with $2.37M a year earlier, as general and administrative costs rose and research and development spending shifted lower. Operating expenses reached $2.69M, driven mainly by higher professional fees and stock-based compensation. Cash and cash equivalents jumped to $10.27M from $0.60M at year-end, largely due to a March 2026 private placement that generated gross proceeds of $10.997M (net $10.03M) through common shares and a large package of pre-funded and common warrants. The company also issued three convertible notes with variable conversion features, recognized a derivative liability of $0.58M, and recorded a day-one loss of $0.46M on one note. Despite the improved liquidity, management states that recurring losses and funding needs raise substantial doubt about Artelo’s ability to continue as a going concern within one year.

Artelo Biosciences, Inc. filed Amendment No. 1 to its Registration Statement (File No. 333-295537) to furnish Exhibit 4.3 and to update Part II disclosures. The amendment includes an estimated SEC registration fee of $788.05 and states a prior registration fee of $7,636.16 associated with $69,293,654.25 of unsold securities that will be carried forward pursuant to Rule 415(a)(6).

The filing restates indemnification provisions under Nevada law, notes indemnification limits for Securities Act liabilities, lists exhibits (including a Form of Indenture filed herewith), and includes customary undertakings regarding post-effective amendments and prospectus updates.

Artelo Biosciences, Inc. filed Amendment No. 1 to its Registration Statement (File No. 333-295537) to furnish Exhibit 4.3 and to update Part II disclosures. The amendment includes an estimated SEC registration fee of $788.05 and states a prior registration fee of $7,636.16 associated with $69,293,654.25 of unsold securities that will be carried forward pursuant to Rule 415(a)(6).

The filing restates indemnification provisions under Nevada law, notes indemnification limits for Securities Act liabilities, lists exhibits (including a Form of Indenture filed herewith), and includes customary undertakings regarding post-effective amendments and prospectus updates.

Artelo Biosciences, Inc. is filing a shelf registration to offer up to $75,000,000 of securities, which may include common stock, preferred stock, debt securities, warrants and units. The registration also includes $69,293,654.25 of unsold securities carried forward from a prior registration under Rule 415(a)(6).

The shelf permits offers from time to time; specific terms, pricing and distribution methods will be provided in prospectus supplements. Use of proceeds is generally for working capital and general corporate purposes, with any specific allocation set forth in future prospectus supplements.

Artelo Biosciences, Inc. is filing a shelf registration to offer up to $75,000,000 of securities, which may include common stock, preferred stock, debt securities, warrants and units. The registration also includes $69,293,654.25 of unsold securities carried forward from a prior registration under Rule 415(a)(6).

The shelf permits offers from time to time; specific terms, pricing and distribution methods will be provided in prospectus supplements. Use of proceeds is generally for working capital and general corporate purposes, with any specific allocation set forth in future prospectus supplements.

Artelo Biosciences, Inc. is registering 9,820,294 shares of common stock for resale by existing investors under a Form S-1. The shares relate to an March 27, 2026 private placement of 81,000 shares, 3,107,407 pre-funded warrant shares, 6,376,814 common warrant shares and 255,073 placement agent warrant shares.

Artelo will not receive proceeds from stockholder resales but may receive up to $21.5 million in gross proceeds if the warrants are exercised for cash, which it expects to use for working capital, general corporate purposes and repayment of bridge debt. Its stock trades on Nasdaq as “ARTL,” with a $6.61 closing price on April 6, 2026. The prospectus highlights significant dilution and resale overhang risks for existing holders.

Artelo Biosciences, Inc. is registering 9,820,294 shares of common stock for resale by existing investors under a Form S-1. The shares relate to an March 27, 2026 private placement of 81,000 shares, 3,107,407 pre-funded warrant shares, 6,376,814 common warrant shares and 255,073 placement agent warrant shares.

Artelo will not receive proceeds from stockholder resales but may receive up to $21.5 million in gross proceeds if the warrants are exercised for cash, which it expects to use for working capital, general corporate purposes and repayment of bridge debt. Its stock trades on Nasdaq as “ARTL,” with a $6.61 closing price on April 6, 2026. The prospectus highlights significant dilution and resale overhang risks for existing holders.