Artelo Biosciences Files 8-K

Ticker: ARTL · Form: 8-K · Filed: Oct 1, 2025 · CIK: 1621221

Sentiment: neutral

Topics: material-agreement, disclosure, filing

Related Tickers: ARTL

TL;DR

ARTL filed an 8-K on Sep 29, 2025, for material agreements & disclosures.

AI Summary

Artelo Biosciences, Inc. filed an 8-K on October 1, 2025, reporting on events that occurred on September 29, 2025. The filing indicates the entry into a material definitive agreement, a Regulation FD disclosure, and the filing of financial statements and exhibits. Specific details of the material agreement are not provided in this excerpt.

Why It Matters

This 8-K filing signals significant corporate activity for Artelo Biosciences, Inc., potentially involving new agreements or disclosures that could impact investors.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could represent significant business changes, but the lack of specific details in this excerpt warrants a medium risk assessment.

Key Players & Entities

FAQ

What type of material definitive agreement did Artelo Biosciences, Inc. enter into?

The provided excerpt does not specify the nature of the material definitive agreement entered into by Artelo Biosciences, Inc. on September 29, 2025.

What is the filing date of this 8-K report?

The 8-K report was filed as of October 1, 2025.

What is the principal executive office address for Artelo Biosciences, Inc.?

The principal executive office address is 505 Lomas Santa Fe, Suite 160, Solana Beach, CA 92075.

In which state is Artelo Biosciences, Inc. incorporated?

Artelo Biosciences, Inc. is incorporated in Nevada.

What are the key items reported in this 8-K filing?

This 8-K filing reports on the entry into a material definitive agreement, a Regulation FD disclosure, and the filing of financial statements and exhibits.

Filing Stats: 1,745 words · 7 min read · ~6 pages · Grade level 12.3 · Accepted 2025-10-01 17:28:39

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 30, 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) 441,210 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 13,335 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 (the "Pre-funded Warrant Purchase Price"), for aggregate gross proceeds of approximately $2 million, 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 68,181 shares of Common Stock at the Share Purchase Price per share and/or Pre-funded Warrants at the Pre-funded Warrant Purchase Price, 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, is immediately exercisable and terminates 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 October 1, 2025 (the "Closing Da

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 29, 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 30, 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 99.2. On October 1, 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. 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 30, 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 29, 2025, announcing the launch of the Offering 99.2 Press Release date September 30, 2025, announcing the pricing of the Offering 99.3 Press Release date October 1, 2025, announcing the closing of the Offering 104 Cover Page Interactive Data File (embedded within the XBRL document) 4

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: October 1, 2025 ARTELO BIOSCIENCES, INC. /s/ Gregory D. Gorgas Name: Gregory D. Gorgas Title: Chief Executive Officer and President 5

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing