Artelo Biosciences to Elect Directors, Hold Say-on-Pay Vote at Virtual 2025 AGM

Ticker: ARTL · Form: DEF 14A · Filed: Dec 11, 2025 · CIK: 1621221

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Director Election, Executive Compensation, Reverse Stock Split, Corporate Governance, Shareholder Vote

Related Tickers: ARTL

TL;DR

**ARTL is pushing through a virtual AGM to re-elect directors and get a rubber stamp on executive pay after a 1-for-6 reverse split; watch for any dissent on compensation.**

AI Summary

ARTELO BIOSCIENCES, INC. (ARTL) is holding its 2025 Annual Meeting of Stockholders virtually on December 31, 2025, at 8:00 a.m. Pacific Time. Key proposals include the election of two Class II director nominees, Douglas Blayney, M.D., and Connie Matsui, to serve until the 2028 Annual Meeting. Stockholders will also cast an advisory vote on the compensation of named executive officers for the year ended December 31, 2024. The company implemented a 1-for-6 reverse stock split effective June 13, 2025, adjusting all common stock share and per-share amounts in the proxy statement. As of the record date, December 10, 2025, there were 2,018,746 shares of common stock outstanding, with each share entitling the holder to one vote. The company emphasizes increased stockholder attendance and participation through the virtual meeting format, citing reduced environmental impact and cost savings. The Board of Directors is soliciting proxies and will bear the entire cost of solicitation.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Artelo Biosciences, including the election of Class II directors Douglas Blayney, M.D., and Connie Matsui, who will shape the company's strategic direction until 2028. The advisory 'Say-on-Pay' vote provides investors a direct voice on executive compensation, influencing accountability and alignment with shareholder interests. The recent 1-for-6 reverse stock split, effective June 13, 2025, is a significant capital structure change that impacts per-share metrics and could affect stock liquidity and investor perception, especially in a competitive biotech landscape where capital efficiency is paramount. For employees, board stability and compensation practices can impact morale and retention.

Risk Assessment

Risk Level: medium — The 1-for-6 reverse stock split, effective June 13, 2025, indicates potential concerns about the company's stock price or listing compliance, which can be a red flag for investors. While the filing doesn't detail financial performance, the need for such a split often suggests underlying challenges. The virtual-only meeting format, while cost-saving, could limit direct shareholder engagement compared to in-person meetings.

Analyst Insight

Investors should carefully review the executive compensation details in the full proxy statement to ensure alignment with performance, especially following the 1-for-6 reverse stock split. Vote FOR or AGAINST the director nominees based on their qualifications and track record, and consider the implications of the virtual meeting format on shareholder accessibility and transparency.

Executive Compensation

NameTitleTotal Compensation
Gregory D. GorgasExecutive Officer
Connie MatsuiDirector
Steven KellyExecutive Officer
Douglas Blayney, M.D.Director
R. Martin Emanuele, Ph.D.Executive Officer

Key Numbers

Key Players & Entities

FAQ

When is Artelo Biosciences' 2025 Annual Meeting of Stockholders?

Artelo Biosciences' 2025 Annual Meeting of Stockholders will be held virtually on Wednesday, December 31, 2025, at 8:00 a.m., Pacific Time. Stockholders must register at https://www.proxyvote.com/ by 11:59 PM ET on December 30, 2025, to attend.

What are the key proposals for the ARTELO BIOSCIENCES 2025 Annual Meeting?

The key proposals for the 2025 Annual Meeting include the election of two Class II director nominees, Douglas Blayney, M.D., and Connie Matsui, to serve until the 2028 Annual Meeting, and an advisory vote on the compensation of named executive officers for the year ended December 31, 2024.

What was the reverse stock split ratio for Artelo Biosciences?

Artelo Biosciences effected a 1-for-6 reverse stock split of its common stock, which became effective as of 12:01 a.m. (Eastern time) on June 13, 2025. All common stock share and per-share amounts in the proxy statement have been adjusted to reflect this split.

Who are the director nominees for Artelo Biosciences' 2025 Annual Meeting?

The two Class II director nominees for election at Artelo Biosciences' 2025 Annual Meeting are Douglas Blayney, M.D., and Connie Matsui. If elected, they will serve on the Board until the Company's 2028 Annual Meeting of Stockholders.

How many shares of Artelo Biosciences common stock were outstanding on the record date?

On December 10, 2025, the record date for the Annual Meeting, there were 2,018,746 shares of Artelo Biosciences common stock outstanding. Each share entitles the holder to one vote on each matter presented at the Annual Meeting.

How can Artelo Biosciences stockholders vote at the Annual Meeting?

Stockholders of record can vote via the internet at https://www.proxyvote.com/, by telephone at 1-866-804-9616, by mail if printed materials were requested, or live via the internet during the Annual Meeting. Votes via internet or telephone must be received by 11:59 p.m. ET on December 30, 2025.

What is the quorum requirement for Artelo Biosciences' Annual Meeting?

A quorum to conduct the business of Artelo Biosciences' Annual Meeting requires the holders of at least 35% of the outstanding shares of common stock entitled to vote to be present, either in person via the internet webcast or by proxy.

What is the 'Say-on-Pay Vote' at Artelo Biosciences' Annual Meeting?

The 'Say-on-Pay Vote' is an advisory vote for stockholders to approve the compensation of the named executive officers identified in the 2024 Summary Compensation Table. An affirmative FOR vote of a majority of the voting power present is required for approval.

What is the deadline for stockholder proposals for Artelo Biosciences' 2026 Annual Meeting?

For a stockholder proposal to be considered for inclusion in Artelo Biosciences' proxy statement for the 2026 annual meeting under Rule 14a-8, it must be received by the company's secretary at its principal executive offices on or before August 13, 2026.

How does Artelo Biosciences handle proxy material delivery for multiple stockholders at one address?

Artelo Biosciences uses 'householding,' an SEC-approved procedure, to deliver a single copy of the proxy statement and annual report to multiple stockholders sharing the same address, unless contrary instructions are received. Stockholders can request separate copies or opt for single mailings by contacting Investor Relations at (858) 925-7049.

Industry Context

Artelo Biosciences operates in the biotechnology sector, focusing on developing novel therapeutics. This industry is characterized by high research and development costs, long development cycles, and significant regulatory hurdles. Companies in this space often rely on external funding and strategic partnerships to advance their pipelines.

Regulatory Implications

As a biotechnology company, Artelo Biosciences is subject to stringent regulations from bodies like the FDA. Compliance with these regulations is critical for drug development and approval. Any missteps in clinical trials or manufacturing can lead to significant delays, increased costs, and potential failure to bring products to market.

What Investors Should Do

  1. Review Director Nominees
  2. Vote on Executive Compensation
  3. Attend the Virtual Annual Meeting
  4. Understand Shareholder Rights

Key Dates

Glossary

DEF 14A
A proxy statement filing required by the SEC for annual meetings of stockholders. (This document contains detailed information about the company's governance, executive compensation, and proposals for the annual meeting.)
Record Date
A specific date set by a company to determine which stockholders are eligible to receive dividends, vote at meetings, or exercise other rights. (Determines who is eligible to vote at the 2025 Annual Meeting of Stockholders.)
Reverse Stock Split
A corporate action where a company reduces the total number of its outstanding shares by consolidating existing shares into fewer, proportionally more valuable shares. (Artelo Biosciences implemented a 1-for-6 reverse stock split, affecting share count and per-share metrics.)
Beneficial Ownership
The ultimate right to control or benefit from a security, even if the security is registered in another person's name. (Used to report ownership of company stock by directors, officers, and significant shareholders.)
Named Executive Officers (NEOs)
The top executive officers of a company whose compensation is disclosed in SEC filings. (Their compensation for the year ended December 31, 2024, is subject to an advisory vote by stockholders.)
Proxy
A document authorizing another person to act on behalf of the shareholder, typically to vote their shares at a meeting. (The company is soliciting proxies for the Annual Meeting, allowing shareholders to vote even if they cannot attend.)

Year-Over-Year Comparison

This filing pertains to the 2025 Annual Meeting, with compensation data for the year ended December 31, 2024. Key structural changes include the implementation of a 1-for-6 reverse stock split effective June 13, 2025, which significantly alters share counts and per-share metrics compared to prior periods. The shift to a virtual meeting format is also a notable change in how the company engages with stockholders.

Filing Stats: 4,909 words · 20 min read · ~16 pages · Grade level 12 · Accepted 2025-12-11 16:05:26

Key Financial Figures

Filing Documents

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 6 Corporate Governance 7 Executive Officers 16

Executive Compensation

Executive Compensation 17 Pay vs Performance 23 Proposal 1 – Election of Directors 26 Proposal 2 – Advisory Vote on Executive Compensation 27 Report of the Audit Committee 28 Related Person Transactions 29 Other Matters 31 Table of Contents 505 Lomas Santa Fe, Suite 160 Solana Beach, CA 92075 2025 PROXY STATEMENT General Information The Board of Directors (the "Board") of Artelo Biosciences, Inc., a Nevada corporation ("Artelo," "Artelo Biosciences," "the company," "we," "us" or "our") has delivered these proxy materials to you in connection with the solicitation of proxies for use at the 2025 Annual Meeting of Stockholders (the "Annual Meeting"). The Annual Meeting will be held live via internet webcast on Wednesday, December 31, 2025, at 8:00 a.m., Pacific Time, or at any adjournment or postponement thereof, for the purposes stated herein. These proxy materials were first sent or given on or about December 11, 2025, to all stockholders as of the record date. Proxy Materials Our proxy statement, notice of annual meeting, form of proxy and annual report are first being sent or given on or about December 11, 2025, to all stockholders of record as of December 10, 2025. The proxy materials and our annual report can be accessed as of December 11, 2025, by visiting https://www.proxyvote.com/. In additional to mailing our proxy materials, we are providing access to our proxy materials over the Internet under the rules adopted by the U.S. Securities and Exchange Commission. Virtual Annual Meeting We are embracing technology to provide expanded access, improved communication, reduced environmental impact and cost savings for our stockholders and the Company. Hosting a virtual meeting enables increased stockholder attendance and participation since stockholders can participate and ask questions from any location around the world and provides us an opportunity to give thoughtful responses. In addition, we intend that the virtual meeting fo

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table presents certain information with respect to the beneficial ownership of our common stock as of December 10, 2025, by (i) each person we know to be the beneficial owner of 5% or more of our outstanding shares of common stock, (ii) each named executive officer and our directors and (iii) all executive officers and directors as a group. Information with respect to beneficial ownership is based on a review of our stock transfer records and on Schedules 13D and 13G that have been filed with the SEC by or on behalf of the stockholders listed below. Except as indicated by the footnotes below, we believe, based on the information available to us, that the persons named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. Percentage of beneficial ownership is calculated based on 2,018,746 shares of common stock outstanding on December 10, 2025. We have determined beneficial ownership in accordance with SEC rules. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed as outstanding shares of common stock subject to stock options and warrants held by that person that are currently exercisable or exercisable for common stock, or convertible promissory notes held by that person that are convertible into common stock, in each case within 60 days of December 10, 2025. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Except otherwise indicated in the footnotes below, the address of each beneficial owner listed in the table is Artelo Biosciences, Inc., 505 Lomas Santa Fe, Suite 160, Solana Beach, CA 92075. Total Shares Beneficially Owned Name and Address of Beneficial Owner Number % Directors and Named Executiv

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