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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| |
| For the quarterly period ended: June 30, 2026 |
or
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| |
| For the transition period from ___________ to ___________ |
Commission File Number: 001-38951
ARTELO BIOSCIENCES, INC. |
(Exact name of registrant as specified in its charter) |
Nevada | | 33-1220924 |
(State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
| | |
505 Lomas Santa Fe, Suite 160, Solana Beach, CA USA | | 92075 |
(Address of principal executive offices) | | (Zip Code) |
(858) 925-7049
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.001 par value per share | ARTL | The Nasdaq Stock Market, LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒
The registrant had 4,595,068 shares of common stock issued and outstanding as of August 11, 2026.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 (this “Amendment”) to the Quarterly Report on Form 10-Q of Artelo Biosciences, Inc. (the “Company”) for the period ended June 30, 2026 (the “Original Report”), as filed with the Securities and Exchange Commission (the “SEC”) on August 12, 2026, is solely to amend Part II “Item 1. Legal Proceedings” to include information regarding an arbitration claim that was inadvertently omitted from the Original Report.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications of our principal executive officer and principal financial officer are filed as exhibits to this Amendment under Part II “Item 6. Exhibits”.
Except as described above, this Amendment makes no other changes to the Original Report. This Amendment does not reflect subsequent events occurring after the original filing of the Original Report or modify or update in any way those disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Report and our other filings with the SEC.
TABLE OF CONTENTS
PART II - OTHER INFORMATION | | | |
| | | |
Item 1. | Legal Proceedings | | 4 | |
Item 6. | Exhibits | | 5 | |
| | | | |
SIGNATURES | | 6 | |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations. As previously reported in our Current Report on Form 8-K filed on May 27, 2026, on April 7, 2026, Craft Capital Management LLC (“Craft”) filed a FINRA arbitration claim against the Company seeking compensatory damages, equitable relief, attorneys’ fees and all other appropriate relief for, among other things, the Company’s alleged breach of the right of first refusal provision in the engagement letter agreement, dated March 16, 2026 (the “Engagement Letter”), between the Company and Craft, arising from the Company’s termination of the Engagement Letter on March 27, 2026, and subsequent closing of a private placement offering on March 30, 2026 for gross proceeds of approximately $11 million (the “Transaction”). Craft is seeking an $880,000 success fee, common stock warrants valued at $880,000, and monthly late fees in connection with the Transaction, in addition to reasonable attorneys’ fees, interest, and other such appropriate relief. On July 7, 2026, we submitted counterclaims against Craft for fraudulent inducement, breach of contract, violation of regulatory rules, and declaratory relief. This arbitration claim process is ongoing. Management does not believe that the ultimate resolution of this matter will have a material impact on our consolidated financial statements. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Item 6. Exhibits
Exhibit No. | | Description |
31.1* | | Section 302 Certification of Chief Executive Officer |
31.2* | | Section 302 Certification of Chief Financial Officer |
32.1** | | Section 906 Certification of Chief Executive Officer |
32.2** | | Section 906 Certification of Chief Financial Officer |
101.INS* | | Inline XBRL Instance Document |
101.SCH* | | Inline XBRL Taxonomy Extension Schema Document |
101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104* | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
___________
* | Filed herewith. |
** | The certifications attached as Exhibit 32.1 and 32.2 that accompanies this Quarterly Report on Form 10-Q, are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Artelo Biosciences, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing. |
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 thereunto duly authorized.
| | Artelo Biosciences, Inc. | |
| | (Registrant) | |
| | | |
Dated: August 20, 2026 | | /s/ Gregory D. Gorgas | |
| | Gregory D. Gorgas | |
| | President, Chief Executive Officer, and Director | |
| | (Principal Executive Officer) | |
| | /s/ Mark E. Spring | |
| | Mark E. Spring | |
| | Chief Financial Officer and Treasurer | |
| | (Principal Financial Officer and | |
| | Principal Accounting Officer) | |
