Artelo Biosciences Files 8-K: Material Agreement & Financial Updates

TL;DR

ARTL filed an 8-K on 10/28/25 detailing a new material agreement and financial obligations.

AI Summary

Artelo Biosciences, Inc. entered into a Material Definitive Agreement on October 28, 2025. This agreement also created a Direct Financial Obligation for the registrant. The company also reported on Unregistered Sales of Equity Securities and filed Financial Statements and Exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including a new definitive agreement and financial obligations, which could impact the company's financial health and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, which inherently carry financial and operational risks for the company.

Key Players & Entities

• ARTELO BIOSCIENCES, INC. (company) — Registrant
• October 28, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 001-38951 (company_id) — SEC File Number

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share ARTL The Nasdaq Stock Mar
• $690,154.69 — ors in an aggregate principal amount of $690,154.69; and (ii) warrants (the " Warrants ") t
• $3.40 — ommon Stock "), at an exercise price of $3.40 per share (collectively, the " Offering
• $110,842.52 — the Warrant Connie Matsui Director $110,842.52 70,376 Tamara Favorito Director $
• $19,792.93 — 2 70,376 Tamara Favorito Director $19,792.93 12,566 Gregory Gorgas Director and
• $27,710.36 — Gregory Gorgas Director and Officer $27,710.36 17,592 The participation of these In

Filing Documents

• artl_8k.htm (8-K) — 38KB
• artl_ex101.htm (EX-10.1) — 96KB
• artl_ex102.htm (EX-10.2) — 36KB
• artl_ex103.htm (EX-10.3) — 69KB
• 0001640334-25-001930.txt ( ) — 397KB
• artl-20251028.xsd (EX-101.SCH) — 5KB
• artl-20251028_lab.xml (EX-101.LAB) — 15KB
• artl-20251028_cal.xml (EX-101.CAL) — 1KB
• artl-20251028_pre.xml (EX-101.PRE) — 9KB
• artl-20251028_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 October 28, 2025, Artelo Biosciences, Inc. (the " Company ") entered into a Subscription Agreement (the " Subscription Agreement ") pursuant to which it issued and sold to certain investors (the " Investors "), and the Investors purchased (by converting all or a portion of the unconverted "Voluntary Conversion" portion of unpaid principal balance and accrued interest due to such Investors upon the maturity of the convertible promissory notes issued to the Investors on May 1, 2025): (i) convertible notes (the " Notes ") to the Investors in an aggregate principal amount of $690,154.69; and (ii) warrants (the " Warrants ") to purchase an aggregate of 438,182 shares of the Company's common stock, par value $0.001 per share (" Common Stock "), at an exercise price of $3.40 per share (collectively, the " Offering "). The sale and issuance of the Notes and Warrants closed effective as of October 28, 2025 (the " Closing Date "). For more information regarding the convertible promissory notes issued to the Investors on May 1, 2025, see Item 1.01 of the Form 8-K filed by the Company on May 1, 2025. The Notes will accrue interest at a rate of 12% per annum, which will adjust to 20% upon an Event of Default (as defined in the Notes). All unpaid principal, together with any then unpaid and accrued interest and other amounts payable thereunder, shall be due and payable six months after the closing of the Notes Offering (the " Maturity Date "). At any time prior to the Maturity Date, all or any portion of the outstanding principal amount of the Notes, together with the accrued and unpaid interest, shall be convertible, in whole or in part, into shares of Common Stock, at a conversion price of $3.40 (the " Conversion Shares "). Each Warrant shall be immediately exercisable after issuance for five (5) years. Each Warrant will be exercisable by payment of the exercise price in cash or on a cashless basis if at the time of

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information provided in Item 1.01 with respect to the issuances of the of the Notes, the Warrants and the Registrable Shares, pursuant to the Subscription Agreement is incorporated herein by reference. The issuance of all such securities by the Company will not be registered under the Securities Act and are issued in reliance on the exemption from registration provided by Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, or under any state securities laws, but the resale of such Registrable Shares will be registered under the Registration Statement. 3

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Exhibit 10.1 Form of Subscription Agreement by and between Artelo Biosciences Inc. and the purchasers named therein 10.2 Form of Convertible Note 10.3 Form of Warrant 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 registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ARTELO BIOSCIENCES, INC. Date: October 31, 2025 /s/ Gregory D. Gorgas Gregory D. Gorgas President & Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR