Artelo Biosciences Announces Pricing of $3.0 Million Public Offering

Rhea-AI Summary

Artelo Biosciences (Nasdaq: ARTL), a clinical-stage pharmaceutical company, has announced the pricing of a $3.0 million public offering. The offering consists of 640,924 shares of common stock priced at $4.40 per share and pre-funded warrants to purchase up to 40,894 shares at $4.399 per warrant.

The company has granted underwriters a 45-day option to purchase up to an additional 102,272 shares. R.F. Lafferty & Co. is serving as the sole book-running manager. The offering, expected to close on September 5, 2025, is being made through a shelf registration statement previously filed with the SEC.

Positive

• Strengthens balance sheet with $3.0 million in gross proceeds
• Additional flexibility through 45-day over-allotment option for underwriters

Negative

• Potential dilution for existing shareholders
• Offering price represents additional shares at $4.40, impacting share value

Insights

Financial Analyst

Artelo's $3M offering provides capital but significantly dilutes existing shareholders at a below-market price, potentially weakening stock performance.

Artelo Biosciences has priced a $3 million public offering consisting of 640,924 common shares at $4.40 per share and 40,894 pre-funded warrants at essentially the same price. The financing provides critical working capital for this clinical-stage pharmaceutical company, but the pricing deserves close attention.

The $4.40 per share likely represents a discount to Artelo's trading price before the announcement - public offerings typically price below market to attract institutional investors. This dilutive financing increases the company's outstanding shares by a significant percentage, directly impacting existing shareholders' ownership percentages.

The inclusion of an over-allotment option allowing underwriters to purchase an additional 102,272 shares could bring total proceeds higher but would further dilute shareholders. The use of pre-funded warrants (essentially shares with a nominal $0.001 exercise price) is a mechanism that provides immediate capital while allowing certain investors to delay taking full ownership positions.

For a clinical-stage biotech company like Artelo, which is developing treatments for cancer, pain, and neurological conditions, regular capital raises are expected as the company funds its R&D pipeline without significant revenue. However, the size of this offering relative to the company's market capitalization signals potential cash flow challenges.

The sole book-runner being R.F. Lafferty rather than a major investment bank may indicate limited institutional interest or challenging market conditions for small-cap biotech capital raises in the current environment.

SOLANA BEACH, Calif., Sept. 04, 2025 (GLOBE NEWSWIRE) -- Artelo Biosciences, Inc. (Nasdaq: ARTL), a clinical-stage pharmaceutical company focused on modulating lipid-signaling pathways to develop treatments for people living with cancer, pain, dermatologic, or neurological conditions, today announced the pricing of its previously announced underwritten public offering of 640,924 shares of its common stock at a price to the public of $4.40 per share and pre-funded warrants to purchase up to 40,894 shares of Artelo’s common stock at a price to the public of $4.399 per pre-funded warrant, which represents the per share public offering price of each share of Artelo’s common stock less the $0.001 per share exercise price for each pre-funded warrant. The aggregate gross proceeds from the offering are expected to be approximately $3.0 million, prior to deducting underwriting discounts and other offering expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 102,272 shares of common stock at the public offering price per share, less the underwriting discounts to cover over-allotments, if any. The offering is expected to close on September 5, 2025, subject to satisfaction of customary closing conditions.

R.F. Lafferty & Co., Inc. is acting as the sole book-running manager for the offering.

The shares of common stock and pre-funded warrants are being offered by the Company pursuant to a "shelf" registration statement on Form S-3 (File No. 333-273153), which was filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on July 14, 2023, and the accompanying prospectus contained therein.

The offering is being made only by means of a prospectus supplement and accompanying prospectus. A preliminary prospectus supplement and accompanying prospectus relating to this offering have been filed with the SEC and will form a part of the effective registration statement. A final prospectus supplement and accompanying base prospectus relating to and describing the terms of the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.

Copies of the prospectus supplement and the accompanying prospectus relating to this offering may be obtained, when available, on the SEC’s website at http://www.sec.gov or alternatively, from: R. F. Lafferty & Co., Inc., 40 Wall Street, Suite 3602, New York, NY 10005; (212) 293-9090.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these 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, and inflammation. Complementing its scientific innovation, Artelo has adopted a forward-looking corporate finance initiative whereby it is deploying a portion of its excess capital into Solana under its digital asset treasury strategy. Led by an experienced executive team collaborating with world-class researchers and digital-asset technology partners, Artelo applies rigorous scientific, regulatory, commercial, and treasury management practices 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 and Private Securities Litigation Reform Act, as amended, including those relating to the satisfaction of customary closing conditions related to the offering and sale of the shares of common stock and our ability to complete the offering. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which we operate and management’s current beliefs and assumptions. These statements may be identified by the use of forward-looking expressions, including, but not limited to, “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “potential,” “predict,” “project,” “should,” “would” and similar expressions and the negatives of those terms. These statements relate to future events or our financial performance and involve known and unknown risks, uncertainties, and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include those set forth in the Company’s filings with the Securities and Exchange Commission, including our ability to raise additional capital in the future. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws.

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

FAQ

What is the size and price of Artelo Biosciences (ARTL) public offering in September 2025?

Artelo Biosciences is offering 640,924 shares at $4.40 per share and pre-funded warrants for 40,894 shares at $4.399 per warrant, totaling approximately $3.0 million in gross proceeds.

When will ARTL's September 2025 public offering close?

The offering is expected to close on September 5, 2025, subject to customary closing conditions.

Who is the underwriter for Artelo Biosciences' 2025 public offering?

R.F. Lafferty & Co., Inc. is acting as the sole book-running manager for the offering.

What is the over-allotment option in ARTL's 2025 offering?

Underwriters have a 45-day option to purchase up to an additional 102,272 shares at the public offering price, less underwriting discounts.

What does Artelo Biosciences plan to do with the offering proceeds?

While specific use of proceeds is not detailed in the announcement, as a clinical-stage pharmaceutical company, funds are typically used for research, development, and general corporate purposes.