[8-K] Artelo Biosciences, Inc. Reports Material Event

Rhea-AI Filing Summary

Artelo Biosciences, Inc. amended its bylaws to change several shareholder governance provisions. The amendments modify the required notice period for Board special meetings, eliminate the right of stockholders to take action without a meeting, and state that the Company will be treated as an "issuing corporation" under Nevada statutes regardless of its number of record stockholders or whether it does business in Nevada.

The bylaws also set the record date for determining shareholders entitled to notice, to vote, or to receive dividends or distributions at not more than 60 days prior to the relevant action. These are procedural and corporate governance changes reflected in the filing.

Positive

• Clarifies corporate procedure by setting a clear maximum 60-day record date for notice, voting and distributions
• Formalizes statutory status by designating the company an "issuing corporation" under Nevada law regardless of shareholder counts, reducing ambiguity

Negative

• Eliminates shareholder written action without a meeting, removing a mechanism for shareholders to act by written consent
• Potentially limits shareholder flexibility by imposing formal meeting requirements and updated notice procedures

Insights

Corporate Governance Expert

TL;DR: Bylaw amendments centralize control over shareholder processes and formalize Nevada statutory treatment.

The amendments remove the ability for shareholders to act without a meeting, which reduces an avenue for written consents and concentrates decision-making in convened meetings. Declaring the company an "issuing corporation" under NRS provisions irrespective of shareholder counts clarifies statutory treatment and could affect notice, proxy and solicitation procedures. Setting a record date cap of 60 days aligns timing for dividends, distributions and voting, providing administrative predictability.

Securities/Compliance Analyst

TL;DR: Procedural bylaw changes are material to governance but appear administrative rather than financial.

Updating notice periods for Board special meetings and formalizing record date limits are administrative changes that affect governance logistics. The explicit elimination of action without a meeting is a substantive change to shareholder rights under the bylaws. These changes may require shareholders and advisors to adjust corporate governance practices and timelines but the filing does not disclose financial impacts or transactions.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 9 2025

ARTELO BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-38951		33-1220924
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

505 Lomas Santa Fe, Suite 160 Solana Beach, CA USA		92075
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (858) 925-7049

___________________________________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, par value $0.001 per share		ARTL		The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 9, 2025, the board of directors (the “Board”) of Artelo Biosciences, Inc. (the “Company”) amended the Company’s amended and restated bylaws, as provided in a Certificate of Amendment to Bylaws (the “Bylaws Amendment”), as follows:

	·	The required notice period for special meetings of the Board has been updated, as provided in the Bylaws Amendment;
	·	The right of stockholders to take action without a meeting has been eliminated;
	·	The Bylaws have been updated to provide that the Company shall in all respects be considered an “issuing corporation” for purposes of the provisions of NRS 78.378 to 78.3793 inclusive, irrespective of whether the Company, as of any date, (i) has 200 or more stockholders of record, at least 100 of whom have had addresses in Nevada appearing on the stock ledger of the Company at all times during the 90 days immediately preceding such date, and/or (ii) does business in Nevada directly or through an affiliated corporation; and
	·	The Bylaws have been updated to provide that the record date for determining shareholders entitled (i) to notice of or to vote at any shareholders' meeting or adjournment thereof, (ii) to receive payment of any share dividend, or (iii) to receive payment of any distribution shall be not more than 60 days prior to the date on which the particular action requiring determination of shareholders is to be taken.

The Bylaws Amendment is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Exhibit
3.1		Certificate of Amendment to Bylaws
104		Cover Page Interactive Data File (embedded within the XBRL document)

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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 hereunto duly authorized.

		ARTELO BIOSCIENCES, INC.
Date: September 10, 2025		/s/ Gregory D. Gorgas
		Gregory D. Gorgas
		President & Chief Executive Officer

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FAQ

What governance changes did Artelo Biosciences (ARTL) make in this 8-K?

The company amended its bylaws to update the notice period for Board special meetings, remove the right of stockholders to take action without a meeting, declare it an "issuing corporation" under Nevada law, and set a record date cap of 60 days.

Does the filing change shareholder rights for written consents at ARTL?

Yes. The bylaws eliminate the right of stockholders to take action without a meeting, which ends the option to act by written consent under the bylaws.

What does the 60-day record date provision mean for ARTL shareholders?

The bylaws provide that the record date for notice, voting, dividends, or distributions will be not more than 60 days prior to the action, setting a maximum timeframe for determining eligible shareholders.

How does the "issuing corporation" designation affect ARTL?

The bylaws state the company shall be considered an "issuing corporation" under Nevada statutes irrespective of whether it meets numeric or business-in-Nevada thresholds, clarifying its treatment under those statutory provisions.