Artelo Biosciences Enters Material Definitive Agreement

TL;DR

ARTL signed a big deal, details to come.

AI Summary

On September 3, 2025, Artelo Biosciences, Inc. entered into a material definitive agreement. The company, formerly known as Reactive Medical Inc. and Knight Knox Development Corp., is incorporated in Nevada and operates in the Pharmaceutical Preparations sector.

Why It Matters

This filing indicates a significant new contract or partnership for Artelo Biosciences, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can carry inherent risks related to contract terms, performance obligations, and potential future liabilities.

Key Players & Entities

• Artelo Biosciences, Inc. (company) — Filer
• September 3, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• Reactive Medical Inc. (company) — Former company name
• Knight Knox Development Corp. (company) — Former company name
• 505 Lomas Santa Fe, Suite 160 (address) — Principal executive address
• Solana Beach, CA 92075 (address) — Principal executive address

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share ARTL The Nasdaq Stock Mar
• $4.40 — mon Stock") at a price to the public of $4.40 per share (the "Share Purchase Price"),
• $4.399 — ecurities") at a price to the public of $4.399 per Pre-funded Warrant, for aggregate g
• $3,000,000, b — gregate gross proceeds of approximately $3,000,000, before deducting underwriting discounts a

Filing Documents

• artl_8k.htm (8-K) — 40KB
• artl_ex11.htm (EX-1.1) — 222KB
• artl_ex41.htm (EX-4.1) — 98KB
• artl_ex51.htm (EX-5.1) — 18KB
• artl_ex991.htm (EX-99.1) — 9KB
• artl_ex992.htm (EX-99.2) — 10KB
• artl_ex993.htm (EX-99.3) — 10KB
• artl_ex51img1.jpg (GRAPHIC) — 4KB
• artl_ex993img2.jpg (GRAPHIC) — 5KB
• artl_ex51img3.jpg (GRAPHIC) — 4KB
• artl_ex992img1.jpg (GRAPHIC) — 5KB
• artl_ex991img1.jpg (GRAPHIC) — 5KB
• 0001640334-25-001642.txt ( ) — 659KB
• artl-20250903.xsd (EX-101.SCH) — 5KB
• artl-20250903_lab.xml (EX-101.LAB) — 15KB
• artl-20250903_cal.xml (EX-101.CAL) — 1KB
• artl-20250903_pre.xml (EX-101.PRE) — 9KB
• artl-20250903_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 September 4, 2025, Artelo Biosciences, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with R. F. Lafferty & Co., Inc., the sole book-running manager and underwriter (the "Underwriter"), relating to an underwritten offering (the "Offering") of (i) 640,924 shares (the "Shares") of common stock, par value $0.001 per share, of the Company (the "Common Stock") at a price to the public of $4.40 per share (the "Share Purchase Price"), and (ii) pre-funded warrants to purchase up to 40,894 shares of Common Stock at an exercise price of $0.001 per share (the "Pre-funded Warrants" and together with the Shares, the "Securities") at a price to the public of $4.399 per Pre-funded Warrant, for aggregate gross proceeds of approximately $3,000,000, before deducting underwriting discounts and commissions and the other estimated Offering expenses. Pursuant to the Underwriting Agreement, the Company has granted the Underwriter a 45-day option to purchase up to an additional 102,272 shares of Common Stock at the Share Purchase Price per share, less the underwriting discounts to cover over-allotments, if any. Each Pre-funded Warrant is exercisable for one share of our Common Stock, with an exercise price equal to $0.001 per share, are immediately exercisable and terminate once exercised in full. A holder of Pre-funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 9.99% (the "Ownership Limitation") of the number of shares of the Company's Common Stock outstanding immediately after giving effect to such exercise. A holder of Pre-funded Warrants may increase or decrease the Ownership Limitation by providing at least 61 days' prior notice to the Company. The Offering was closed on September 5, 2025 (the "Closing Date"). The Company delivered the Securities to the Underwriter on the same day. The Company intends to use

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 3, 2025, the Company issued a press release to announce the launch of the Offering. A copy of the press release is attached hereto as Exhibit 99.1. On September 4, 2025, the Company issued a press release to announce the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.3. On September 5, 2025, the Company issued a press release to announce the closing of the Offering. A copy of the press release is attached hereto as Exhibit 99.3. 2 The information furnished pursuant to this Item 7.01 (including Exhibits 99.1, 99.2 and 99.3) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

Forward-Looking Statements The press releases attached hereto, and the statements contained therein, may include "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or the Company's future financial or operating performance. In some cases, you can identify these statements because they contain words such as "may," "will," "believes," "expects," "anticipates," "estimates," "projects," "intends," "should," "seeks," "future," "continue," "plan," "target," "predict," "potential," or the negative of such terms, or other comparable terminology that concern the Company's expectations, strategy, plans, or intentions. Forward-looking statements relating to expectations about future results or events are based upon information available to the Company as of today's date and are not guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations discussed. The Company's expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including risks and uncertainties described in the Company's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and other filings with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements concerning the Company or other matters and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. The Company does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof, except as r

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement dated September 4, 2025, by and between Artelo Biosciences, Inc., and R.F. Lafferty & Co., Inc. 4.1 Form of Pre-Funded Warrant 5.1 Opinion of Fennemore Craig, P.C. 23.1 Consent of Fennemore Craig, P.C. (included in Exhibit 5.1 hereto) 99.1 Press Release dated September 3, 2025, announcing the launch of the Offering 99.2 Press Release date September 4, 2025, announcing the pricing of the Offering 99.3 Press Release date September 5, 2025, announcing the closing of the Offering 104 Cover Page Interactive Data File (embedded within the XBRL document) 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: September 5, 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