ARTL secures board support deal; nominee withdrawn, voting pact

Rhea-AI Filing Summary

Artelo Biosciences (ARTL) entered a cooperation agreement with Daniel S. Farb and affiliated parties on October 15, 2025. Mr. Farb irrevocably withdrew his director nominations for Artelo’s 2025 annual meeting.

The Farb Parties agreed to standstill and voting commitments during the “Restricted Period,” including voting their shares for the Board’s nominees, against any Board removals, and in line with Board recommendations on other proposals, subject to limited exceptions. The agreement also restricts the Farb Parties from acquiring beneficial ownership of more than 8.0% of Artelo’s outstanding common stock. Both sides agreed to mutual non‑disparagement during the Restricted Period and executed a general mutual release of claims through the agreement date. The full agreement is filed as Exhibit 10.1.

Insights

Corporate governance analyst

Governance settlement sets voting alignment and an 8.0% cap.

On October 15, 2025, Artelo Biosciences and the Farb Parties executed a cooperation agreement. The Farb nomination was withdrawn for the 2025 annual meeting, and the parties agreed to standstill terms and a general mutual release.

Voting covenants require the Farb Parties, with defined exceptions, to support Board nominees, vote against removal proposals, and follow Board recommendations on other business during the Restricted Period. A beneficial ownership limit of 8.0% curtails additional share accumulation.

These terms reduce near‑term proxy uncertainty and outline acceptable ownership limits. Actual effects depend on future meeting agendas and adherence to the disclosed restrictions under the agreement’s terms.

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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 15, 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 1.01 Entry into a Material Definitive Agreement.

On October 15, 2025, Artelo Biosciences, Inc. (the “Company”) entered into a cooperation letter agreement (the “Agreement”) with Daniel S. Farb and certain of his affiliates (collectively, the “Farb Parties”). Pursuant to the Agreement, Mr. Farb agreed to irrevocably withdraw his nomination of candidates for election to the Company’s board of directors (the “Board”) at the 2025 annual meeting of stockholders. Additionally, the Farb Parties agreed to certain standstill restrictions and voting commitments during the Restricted Period (as defined in the Agreement), including, among other things, (i) an obligation to vote shares of the Company’s common stock beneficially owned by the Farb Parties, and that the Farb Parties have the right to vote, subject to certain limited exceptions, in favor of the election of each person nominated by the Board for election as a director, against any proposals to remove any member of the Board, and in accordance with the recommendation of the Board on all other proposals or business, and (ii) a restriction on the ability of the Farb Parties to acquire beneficial ownership of more than 8.0% of the then-outstanding shares of the Company’s common stock. The Company and the Farb Parties also made certain customary representations, agreed to certain mutual non-disparagement obligations that remain in effect during the Restricted Period, and agreed to a general mutual release of claims with respect to one another for any matter arising on or prior to the date of the Agreement.

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Cooperation Letter Agreement dated October 15, 2025, among the Company and the Farb Parties
104		Cover Page Interactive Data File, formatted in inline XBRL.

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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 17, 2025		/s/ Gregory D. Gorgas
		Gregory D. Gorgas President & Chief Executive Officer

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FAQ

What did ARTL announce in this 8-K?

Artelo Biosciences entered a cooperation letter agreement with Daniel S. Farb and affiliates, including nomination withdrawal and standstill/voting commitments.

Which board-related actions are covered by the agreement for ARTL?

The Farb Parties will vote for Board nominees, against proposals to remove directors, and in line with Board recommendations on other proposals during the Restricted Period.

What is the ownership limit set for the Farb Parties in ARTL?

The agreement restricts the Farb Parties from acquiring beneficial ownership of more than 8.0% of Artelo’s outstanding common stock.

Did the Farb Parties withdraw their board nominations at ARTL?

Yes. Mr. Farb irrevocably withdrew his nomination of candidates for election to the Board at the 2025 annual meeting.

Are there additional conduct provisions in ARTL’s agreement?

Yes. The parties agreed to mutual non-disparagement during the Restricted Period and executed a general mutual release of claims as of the agreement date.

Where can investors find the full ARTL agreement?

The full Cooperation Letter Agreement is filed as Exhibit 10.1.