[8-K] ARTELO BIOSCIENCES, INC. Reports Material Event

Rhea-AI Filing Summary

Artelo Biosciences (ARTL) appointed Mark Spring as Chief Financial Officer, Treasurer, and principal financial and accounting officer, effective November 1, 2025, succeeding Gregory Gorgas in those finance roles while he remains President & CEO. Spring’s employment terms include a $250,000 initial annual base salary and a 35% target bonus, equity awards as determined by the Board, standard benefits, and specified severance protections.

Upon an involuntary termination, Spring is eligible for 12 months of base salary (increasing to 18 months in connection with a change in control), a pro‑rated bonus based on actual performance (or pro‑rated target if tied to a change in control), up to 12 months of COBRA reimbursement (up to 18 months with a change in control), full equity vesting acceleration and up to 12 months to exercise vested options if tied to a change in control. Artelo also amended CEO Gregory Gorgas’s employment agreement, aligning with market practice: cash severance increases to 24 months of base salary and target bonus (up to 36 months during the change‑in‑control protection period), COBRA reimbursement to 24 months (up to 36 months during that period), adds clawback applicability, clarifies Good Reason outside the protection window, replaces full vesting acceleration outside that window with partial vesting of awards scheduled within 24 months, and extends option exercise up to 12 months.

Insights

Corporate Governance Analyst

New CFO appointed; CEO severance expanded with CIC terms and clawback; mixed impact.

Artelo Biosciences appointed Mark Spring as Chief Financial Officer, Treasurer, and as principal financial and accounting officer effective November 1, 2025. His terms include an annual base salary of $250,000, a target bonus equal to 35% of base salary subject to performance, and equity awards at the Board’s discretion. If involuntarily terminated, he is eligible for 12 months of base salary, pro‑rated bonus based on actual performance, and COBRA reimbursement for up to 12 months; these increase to 18 months, with full equity vesting acceleration and up to 12 months to exercise options, if tied to a change in control.

The company amended Gregory Gorgas’s employment agreement effective October 26, 2025. Severance eligibility now includes Good Reason resignations outside the change‑in‑control (CIC) window and is subject to the company’s clawback policy. Cash severance increases to 24 months of base salary and target bonus (rising to 36 months during the CIC protection period), COBRA reimbursement extends to 24 months (36 months during the CIC protection period), pro‑rated bonus uses actual performance (or target during CIC), and equity treatment shifts to partial vesting of awards scheduled within 24 months outside the CIC, with up to 12 months to exercise options.

This introduces a more seasoned finance leader while raising potential severance obligations for the CEO. Governance elements include clawback application and reduced equity acceleration outside CIC. Watch the effective date November 1, 2025, subsequent equity grants, and any disclosures on performance objectives that drive bonus outcomes.

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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) October 26, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of Chief Financial Officer 

On October 26, 2025, the Board of Directors (the “Board”) of Artelo Biosciences, Inc. (the “Company”) appointed Mark Spring, effective November 1, 2025, as the Company’s Chief Financial Officer and Treasurer as well as its principal financial officer and principal accounting officer. Mr. Spring will replace Gregory Gorgas in the roles of Treasurer, principal financial officer and principal accounting officer.

Prior to joining the Company, Mr. Spring served as interim CFO for LENZ Therapeutics through its reverse merger transaction and as co-founder and CFO of Secura Bio, a commercial-stage oncology therapeutics company.  Additionally, Mr. Spring previously held the role of CFO for Hyperion Therapeutics, Prometheus Laboratories, Veracyte, Sotera Wireless and Genoptix.

Mr. Spring holds a BA in Business Administration from Monmouth College, completed post-graduate studies at the University of Texas, Dallas and is a Certified Public Accountant.

No family relationship exists between Mr. Spring and any of the Company’s directors or executive officers. There are no arrangements or understandings between Mr. Spring and any other person pursuant to which Mr. Spring was selected as an officer of the Company, nor are there any transactions to which the Company is or was a participant and in which Mr. Spring had or will have a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.

In connection with Mr. Spring’s appointment as Chief Financial Officer, the Company entered into an Employment Agreement with Mr. Spring, dated as of October 26, 2025, and effective as of November 1, 2025 (the “Spring Employment Agreement”). Pursuant to the terms of the Spring Employment Agreement, Mr. Spring is entitled to: (i) an initial annual base salary of $250,000 (the “Base Salary”); (ii) an annual target bonus of 35% of the Base Salary less applicable withholdings, upon achievement of performance objectives to be determined by the compensation committee of the Board in its sole discretion; (iii) equity awards determined from time to time by the Board or compensation committee; and (iv) certain employee benefits, paid-time off and business expense reimbursements, as set forth in the Spring Employment Agreement. 

Additionally, the Employment Agreement provides for the following benefits upon an involuntary termination (a termination by the Company without Cause or a resignation for Good Reason, as such terms are defined in the Employment Agreement) which are subject to the execution, delivery and effectiveness of a customary release of claims in the Company’s favor: (1) 12 months of annual base salary (increased to 18 months if such involuntary termination occurs in connection with a change in control); (2) a pro-rated annual bonus payment for the year in which the termination occurs, based on actual achievement of the applicable performance goals for such year (or if such involuntary termination occurs in connection with a change in control, a pro-rated annual target bonus, if greater); (3) reimbursement for COBRA premium payments for a period of up to 12 months following termination (increased to 18 months if such involuntary termination occurs in connection with a change in control); and (4) if such involuntary termination occurs in connection with a change in control, full vesting acceleration of equity awards and an extended time to exercise vested stock options of up to twelve (12) months involuntary termination.

The foregoing summary is qualified in its entirety by reference to the Spring Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K. 

Employment Agreement Amendment

On October 26, 2025 (the “Effective Date”), the Company entered into an Amendment to Amended and Restated Employment Agreement with Gregory Gorgas, effective as of the Effective Date (the “Employment Agreement Amendment”), which amends Mr. Gorgas’ existing amended and restated executive employment agreement with the Company, dated June 20, 2019 (the “Existing Employment Agreement”). Except as provided herein, all other terms of the Existing Employment Agreement remain the same.

Based in part on evaluation from the Company’s outside compensation consultant, the Employment Agreement Amendment amends the Existing Employment Agreement to align Mr. Gorgas’ severance benefits with current market practice and makes other updates for compliance with applicable laws and intended to align with good governance practices.  The Employment Agreement Amendment reflects Mr. Gorgas’ current base salary and target bonus and includes the following changes to the Existing Employment Agreement: (1) extends Mr. Gorgas’ eligibility to receive severance benefits upon a constructive termination whereby Mr. Gorgas may resign for Good Reason (as such term is defined in the Employment Agreement Amendment) outside of the period of time beginning three months before, and ending twelve months following, a change in control (the “CIC Protection Period”); (2) provides that severance benefits are subject to recoupment in accordance with the Company’s clawback policy; and (3) adjusts severance benefits upon an involuntary termination (a termination by the Company without Cause or a resignation for Good Reason, as such terms are defined in the Employment Agreement Amendment) to (a) increase the cash severance Mr. Gorgas is eligible for from twelve (12) months of annual base salary to twenty-four (24) months of annual base salary and target bonus (increased to thirty-six (36) months if the involuntary termination occurs during the CIC Protection Period); (b) increase the COBRA reimbursements Mr. Gorgas is eligible for from twelve (12) months to twenty-four (24) months (increased to thirty-six (36) months if the involuntary termination occurs during the CIC Protection Period); (c) provide that the pro-rated bonus payment due for the year of termination will be calculated based on actual achievement of the applicable performance goals for such year (or if such involuntary termination occurs in the CIC Protection Period, a pro-rated annual target bonus, if greater); (d) remove the provision for full equity vesting acceleration upon an involuntary termination outside of the CIC Protection Period and replace it, effective for equity awards granted after the Effective Date, with partial vesting acceleration of awards scheduled to vest within the twenty-four (24) months following termination; and (e) provide for an extended time to exercise vested stock options of up to twelve (12) months after an involuntary termination.   

The foregoing description of the Employment Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits. 

Exhibit No.		Description
10.1		Spring Employment Agreement.
10.2		Employment Agreement Amendment.

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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: October 27, 2025	By:	/s/ Gregory D. Gorgas
		Gregory D. Gorgas President & Chief Executive Officer

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FAQ

What executive change did Artelo Biosciences (ARTL) announce?

The company appointed Mark Spring as Chief Financial Officer, Treasurer, and principal financial and accounting officer effective November 1, 2025.

What are Mark Spring’s key compensation terms at ARTL?

He will receive a $250,000 base salary, a 35% target annual bonus, potential equity awards, and standard benefits.

What severance is Mark Spring eligible for if involuntarily terminated?

He is eligible for 12 months base salary (18 months if tied to a change in control), pro‑rated bonus, up to 12–18 months COBRA reimbursement, full equity vesting on change in control, and up to 12 months to exercise vested options.

What changed in CEO Gregory Gorgas’s employment agreement at ARTL?

Severance increased to 24 months base salary and target bonus (36 months during the change‑in‑control protection period), COBRA to 24–36 months, clawback applies, Good Reason clarified, partial vesting replaces full vesting outside the protection window, and option exercise extended up to 12 months.

Are there any related‑party or family relationships disclosed for Mark Spring?

No. The filing states there are no family relationships and no related‑party transactions requiring disclosure under Item 404(a).

Which exhibits contain the agreements related to these changes?

Exhibit 10.1 is the Spring Employment Agreement and Exhibit 10.2 is the Employment Agreement Amendment for Gregory Gorgas.