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

Artelo Biosciences (Nasdaq: ARTL) entered definitive agreements for a private placement expected to close on or about March 30, 2026.

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

Argus Mar 27 session

+230.41% close to close Open Argus

Details

News Market Reaction – ARTL

On Mar 27, the day this news came out, ARTL closed 230.41% above the previous close.

Data tracked by StockTitan Argus for the Mar 27 session.

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

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

Previous Private placement Reports

1 past event · Latest: Jun 26

Same Type 1 event

1. Jun 26

   Private placement financing

   24h Move

   +12.1%

   At-the-market $1.425M private placement with shares and pre-funded warrants.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

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 sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

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.

View in glossary

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. How Rhea-AI works. Not financial advice.

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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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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).