Artelo Biosciences Files 8-K on Material Agreement & Equity Sales

TL;DR

ARTL files 8-K: new deal inked, equity sold. Watch for details.

AI Summary

Artelo Biosciences, Inc. filed an 8-K on August 7, 2025, reporting an entry into a material definitive agreement and unregistered sales of equity securities. The filing also includes financial statements and exhibits related to these events, which occurred on or around August 1, 2025.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial position and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can carry inherent risks and require further scrutiny.

Key Players & Entities

• ARTELO BIOSCIENCES, INC. (company) — Filer
• August 1, 2025 (date) — Earliest event reported date
• August 7, 2025 (date) — Date of report
• Nevada (jurisdiction) — State of incorporation
• 505 Lomas Santa Fe, Suite 160, Solana Beach, CA 92075 (address) — Company business and mail address

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share ARTL The Nasdaq Stock Mar
• $10.20 — .001 per share, at an exercise price of $10.20 per share. The ABK Labs Warrants will

Filing Documents

• artl_8k.htm (8-K) — 30KB
• artl_ex41.htm (EX-4.1) — 78KB
• artl_ex101.htm (EX-10.1) — 45KB
• 0001640334-25-001375.txt ( ) — 299KB
• artl-20250801.xsd (EX-101.SCH) — 5KB
• artl-20250801_lab.xml (EX-101.LAB) — 15KB
• artl-20250801_cal.xml (EX-101.CAL) — 1KB
• artl-20250801_pre.xml (EX-101.PRE) — 9KB
• artl-20250801_def.xml (EX-101.DEF) — 2KB
• artl_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On August 1, 2025 (the "Effective Date"), Artelo Biosciences, Inc. (the "Company") entered into a Consulting Agreement (the "Consulting Agreement") with ABK Labs, Inc., a Delaware corporation ("ABK Labs"). Pursuant to the Consulting Agreement, ABK Labs will provide strategic advisory services to the Company related to the development, implementation, and communication of the Company's digital asset strategy, as well as business development, financial and technical advisory, investor relations, and other related support services. The term of the Consulting Agreement is four years from the Effective Date, with automatic renewal for additional 12-month periods unless terminated by either party upon 30 days' prior written notice. As consideration for the services to be provided under the Consulting Agreement, the Company has agreed, subject to approval by the Company's board of directors, to issue to ABK Labs warrants (the "ABK Labs Warrants") to purchase up to 55,000 shares of the Company's common stock, par value $0.001 per share, at an exercise price of $10.20 per share. The ABK Labs Warrants will vest and become exercisable in tranches, subject to ABK Labs' continued service and the achievement of certain performance milestones, including the Company's market capitalization reaching specified thresholds. The ABK Labs Warrants provide for acceleration of vesting upon the achievement of certain milestones or in connection with certain termination or change in control events, as described in the ABK Labs Warrants. Any unvested portion of the ABK Labs Warrants will be forfeited upon termination of service, subject to certain exceptions. The ABK Labs Warrants are exercisable for cash or on a cashless basis, and are subject to adjustment in the event of stock splits, combinations, mergers, or similar events. The ABK Labs Warrants and the shares issuable upon exercise thereof have not been registered under the Secu

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The securities described herein have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock or other securities of the Company. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 * Common Stock Warrant issued to ABK Labs, Inc., dated August 1, 2025 10.1 Consulting Agreement by and between Artelo Biosciences, Inc. and ABK Labs, Inc., dated August 1, 2025 * Portions of this exhibit have been omitted pursuant to Item 601 of Regulation S-K. 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 7, 2025 ARTELO BIOSCIENCES, INC. /s/ Gregory D. Gorgas Name: Gregory D. Gorgas Title: Chief Executive Officer and President 4

View Full Filing

View this 8-K filing on SEC EDGAR