Artelo Biosciences Announces $11.0 Million Private Placement Priced At-the-Market Under Nasdaq Rules

Rhea-AI Summary

Artelo Biosciences (Nasdaq: ARTL) entered definitive agreements for a private placement expected to close on or about March 30, 2026. The offering comprises 3,188,407 common shares (or pre-funded warrants) and warrants to buy 6,376,814 shares at $3.20, at a combined purchase price of $3.45 per unit.

Gross proceeds are expected to be approximately $11.0 million before fees; warrants could generate approximately $20.4 million if fully exercised. H.C. Wainwright is exclusive placement agent. Net proceeds will fund working capital, general corporate purposes, and repayment of bridge debt.

Positive

• Gross proceeds of approximately $11.0 million from the offering
• Potential warrant proceeds of approximately $20.4 million if fully exercised
• Proceeds allocated for working capital, general corporate purposes, and bridge debt repayment

Negative

• Issuance of 3,188,407 shares (or pre-funded warrants) immediately increases share count
• 6,376,814 warrants outstanding create potential future dilution if exercised
• Warrants exercisable at $3.20 could dilute existing shareholders upon cash exercise

News Market Reaction – ARTL

+230.41% 15.3x vol

82 alerts

+230.41% News Effect

+552.3% Peak Tracked

-8.0% Trough Tracked

+$10M Valuation Impact

$14.41M Market Cap

15.3x Rel. Volume

On the day this news was published, ARTL gained 230.41%, reflecting a significant positive market reaction. Argus tracked a peak move of +552.3% during that session. Argus tracked a trough of -8.0% from its starting point during tracking. Our momentum scanner triggered 82 alerts that day, indicating high trading interest and price volatility. This price movement added approximately $10M to the company's valuation, bringing the market cap to $14.41M at that time. Trading volume was exceptionally heavy at 15.3x the daily average, suggesting very strong buying interest.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Common stock / pre-funded warrants: 3,188,407 shares Investor warrants: 6,376,814 shares Purchase price: $3.45 per share +5 more

8 metrics

Common stock / pre-funded warrants 3,188,407 shares Offered in March 27, 2026 private placement

Investor warrants 6,376,814 shares Warrants to purchase common stock issued with the placement

Purchase price $3.45 per share Combined price per common share or pre-funded warrant plus warrants

Warrant exercise price $3.20 per share Exercise price for warrants issued in the placement

Gross proceeds $11.0 million Expected gross proceeds from March 2026 private placement

Potential warrant proceeds $20.4 million Additional gross proceeds if all warrants are exercised for cash

Warrant term 5.5 years Expiry from Effectiveness Date for the placement warrants

Effectiveness Date registration Resale registration commitment Company agreed to file resale registration covering the securities

Market Reality Check

Price: $10.54 Vol: Volume 2,125,013 vs 20-da...

low vol

$10.54 Last Close

Volume Volume 2,125,013 vs 20-day average 3,964,034, indicating activity below recent norms ahead of this financing. low

Technical Shares at $3.19, trading below the 200-day moving average of $15.05, reflecting a prolonged downtrend before this offering.

Peers on Argus

ARTL showed a sharp pre-news decline of -34.23% while peers were mixed: SILO up ...

1 Up 1 Down

ARTL showed a sharp pre-news decline of -34.23% while peers were mixed: SILO up 2.52%, TNFA down 9.72%, ADIL down 1.71%, HCWB down 0.77%. This points to stock-specific pressure rather than a coordinated biotech move.

Previous Private placement Reports

1 past event · Latest: Jun 26 (Neutral)

Same Type Pattern 1 events

Date	Event	Sentiment	Move	Catalyst
Jun 26	Private placement financing	Neutral	+12.1%	At-the-market $1.425M private placement with shares and pre-funded warrants.

Pattern Detected

Historically, Artelo’s only recent tagged private placement saw a positive price reaction, whereas the current larger at-the-market financing coincides with a steep pre-announcement decline, suggesting growing dilution sensitivity.

Recent Company History

Over the last six months, Artelo moved from capital actions into pipeline expansion and now returns to sizeable financing. A 3-for-1 reverse split on Mar 10, 2026 preceded multiple ART27.13 glaucoma initiatives and GLP‑1 companion work, which produced both sharp gains and losses. A Jun 26, 2025 private placement of $1.425M corresponded with a 12.07% gain, contrasting with today’s larger $11.0M raise and substantial pre-news price drop.

Historical Comparison

+12.1% avg move · In the past year, Artelo’s only tagged private placement on Jun 26, 2025 saw a +12.07% move on a $1....

private placement

+12.1%

Average Historical Move private placement

In the past year, Artelo’s only tagged private placement on Jun 26, 2025 saw a +12.07% move on a $1.425M raise. Today’s much larger $11.0M at-the-market deal aligns with a steep -34.23% pre-announcement decline, marking a stark contrast in market response.

Capital-raising has progressed from a $1.425M 2025 private placement with modest warrant coverage to a substantially larger $11.0M at-the-market private placement plus warrants, reflecting increasing financing scale alongside expansion of the clinical pipeline.

Market Pulse Summary

The stock surged +230.4% in the session following this news. A strong positive reaction aligns with ...

Analysis

The stock surged +230.4% in the session following this news. A strong positive reaction aligns with how Artelo previously traded around financings, where a $1.425M private placement coincided with a +12.07% move. However, this deal is much larger at $11.0M plus long-dated warrants for 6,376,814 shares, following a reverse split and ongoing capital needs. Investors would need to weigh funding benefits against dilution and the company’s history of frequent equity-linked raises.

Key Terms

private placement, pre-funded warrant, warrants, exercise price, +4 more

8 terms

private placement financial

"in a private placement priced at-the-market under Nasdaq rules."

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

pre-funded warrant financial

"shares of common stock (or pre-funded warrant in lieu thereof) and warrants"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

warrants financial

"and warrants to purchase up to 6,376,814 shares of common stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

exercise price financial

"The warrants will have an exercise price of $3.20 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

Section 4(a)(2) regulatory

"offered in a private placement under Section 4(a)(2) of the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"and/or Regulation D promulgated thereunder and, along with the shares"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

registration rights agreement regulatory

"Pursuant to a registration rights agreement with the investors, the Company has agreed"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

resale registration statement regulatory

"has agreed to file a resale registration statement covering the securities described"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

AI-generated analysis. Not financial advice.

SOLANA BEACH, Calif., March 27, 2026 (GLOBE NEWSWIRE) -- Artelo Biosciences, Inc. (Nasdaq: ARTL) today announced that it has entered into definitive agreements for the purchase and sale of an aggregate of 3,188,407 shares of common stock (or pre-funded warrant in lieu thereof) and warrants to purchase up to 6,376,814 shares of common stock, at a combined purchase price of $3.45 per share of common stock (or per pre-funded warrant in lieu thereof) and accompanying warrants, in a private placement priced at-the-market under Nasdaq rules. The warrants will have an exercise price of $3.20 per share, will be exercisable upon issuance and will expire five and one-half years from the Effectiveness Date (as defined below). The private placement is expected to close on or about March 30, 2026, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds from the offering are expected to be approximately $11.0 million, prior to deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for working capital, general corporate purposes, and the repayment of certain bridge debt. The potential additional gross proceeds to the Company from the warrants, if fully exercised on a cash basis, will be approximately $20.4 million. No assurance can be given that any of the warrants will be exercised, or that the Company will receive cash proceeds from the exercise of the warrants.

The securities described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the securities issued in the private placement and shares of common stock underlying the warrants may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to a registration rights agreement with the investors, the Company has agreed to file a resale registration statement covering the securities described above (such date of effectiveness of the resale registration statement, the “Effectiveness Date”).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Company's common stock or any other securities, and there shall not be any offer, solicitation or sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Artelo Biosciences
Artelo Biosciences, Inc. is a clinical-stage pharmaceutical company dedicated to the development and commercialization of proprietary therapeutics that modulate lipid-signaling pathways, with a diversified pipeline addressing significant unmet needs in anorexia, cancer, anxiety, dermatologic conditions, pain, inflammation, and diseases of the eye. Led by an experienced executive team collaborating with world-class researchers and technology partners, Artelo applies rigorous scientific, regulatory, and commercial, discipline to maximize stakeholder value. More information is available at www.artelobio.com and X: @ArteloBio.

Forward Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Company's plans and expectations. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied by such statements, including market and other conditions. All statements that are not historical facts are forward-looking statements, including but not limited to, statements regarding: the consummation of the private placement and the satisfaction of customary closing conditions related to the offering, the use of proceeds therefrom and the potential exercise of the warrants. For a discussion of risks and uncertainties, please refer to the Company's filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K. The Company undertakes no obligation to publicly update any forward-looking statement, except as required by applicable securities laws.

Investor Relations Contact:
Crescendo Communications, LLC
Tel: 212-671-1020
Email: ARTL@crescendo-ir.com

FAQ

What exactly did Artelo Biosciences (ARTL) announce on March 27, 2026 about a private placement?

Artelo announced a private placement of 3,188,407 common shares (or pre-funded warrants) plus warrants for 6,376,814 shares. According to Artelo Biosciences, the combined purchase price is $3.45 per unit, with warrants exercisable at $3.20 and a targeted close on or about March 30, 2026.

How much will Artelo (ARTL) raise from the March 2026 private placement and what are net uses?

Gross proceeds are expected to be approximately $11.0 million before fees from the offering. According to Artelo Biosciences, net proceeds are intended for working capital, general corporate purposes, and repayment of certain bridge debt.

What is the potential additional funding Artelo (ARTL) could receive if warrants are exercised?

If all warrants are exercised for cash, Artelo could receive approximately $20.4 million in additional gross proceeds. According to Artelo Biosciences, exercise price is $3.20 per share and no assurance exists that warrants will be exercised.

When will the Artelo (ARTL) private placement close and who is the placement agent?

The private placement is expected to close on or about March 30, 2026, subject to customary conditions. According to Artelo Biosciences, H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

Are the shares and warrants in the Artelo (ARTL) offering registered for public resale?

The securities are offered in a private placement and are not registered under the Securities Act. According to Artelo Biosciences, the company agreed to file a resale registration statement covering the securities (the Effectiveness Date is defined in the agreement).