Artelo Biosciences (NASDAQ: ARTL) raises $11M in private placement with warrants

Rhea-AI Filing Summary

Artelo Biosciences entered into definitive agreements for a $11.0 million private placement of 3,188,407 shares of common stock (or pre-funded warrants) plus warrants to buy up to 6,376,814 additional shares. Investors will pay $3.45 per share (or pre-funded warrant) with accompanying warrants.

The warrants will have an exercise price of $3.20 per share, be exercisable upon issuance, and expire five and one-half years after the resale registration statement becomes effective. Artelo plans to use net proceeds for working capital, general corporate purposes, and repayment of certain bridge debt.

The securities are being sold in a private placement exempt from registration under Section 4(a)(2) and/or Regulation D, with the company agreeing to file a resale registration statement for these securities.

Insights

Equity capital markets analyst

Artelo secures $11M via discounted-style private placement with attached warrants.

Artelo Biosciences plans to raise $11.0 million in a private placement of equity and pre-funded warrants, plus warrants for up to 6,376,814 additional shares. The combined purchase price is $3.45 per share (or pre-funded warrant) with accompanying warrants, while the warrant exercise price is $3.20.

This structure brings immediate cash in exchange for potential future dilution if warrants are exercised. The company notes potential additional gross proceeds of about $20.4 million from full cash exercises, though it explicitly cautions there is no assurance any warrants will be exercised.

Artelo plans to allocate net proceeds to working capital, general corporate purposes, and repayment of certain bridge debt. Closing is targeted on or about March 30, 2026, subject to customary conditions, and the company has committed to file a resale registration statement for these privately placed securities.

Key Figures

Private placement gross proceeds: $11.0 million Shares or pre-funded warrants sold: 3,188,407 shares Investor purchase price: $3.45 per share +4 more

7 metrics

Private placement gross proceeds $11.0 million Announced equity private placement

Shares or pre-funded warrants sold 3,188,407 shares Equity issued in private placement

Investor purchase price $3.45 per share Combined price per share or pre-funded warrant plus warrants

Warrant exercise price $3.20 per share Exercise price of common stock warrants

Warrant coverage 6,376,814 shares Maximum common shares issuable upon warrant exercise

Potential extra proceeds from warrants $20.4 million Additional gross proceeds if all warrants exercised for cash

Targeted closing date on or about March 30, 2026 Expected closing of private placement, subject to conditions

Key Terms

private placement, pre-funded warrant, at-the-market under Nasdaq rules, registration rights agreement, +2 more

6 terms

private placement financial

"has entered into definitive agreements for the purchase and sale ... in a private placement priced at-the-market"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

pre-funded warrant financial

"3,188,407 shares of common stock (or pre-funded warrant in lieu thereof) and warrants"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

at-the-market under Nasdaq rules financial

"in a private placement priced at-the-market under Nasdaq rules"

registration rights agreement financial

"Pursuant to a registration rights agreement with the investors, the Company has agreed"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

resale registration statement financial

"agreed to file a resale registration statement covering the securities described above"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

Section 4(a)(2) of the Securities Act regulatory

"offered in a private placement under Section 4(a)(2) of the Securities Act of 1933"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Understanding 8-K Material Events →

EXHIBIT 99.1

Artelo Biosciences Announces $11.0 Million Private Placement

Priced At-the-Market Under Nasdaq Rules

SOLANA BEACH, CA – March 27, 2026 (GLOBE NEWSWIRE) -- Artelo Biosciences, Inc. (Nasdaq: ARTL) today announced that it has entered into definitive agreements for the purchase and sale of an aggregate of 3,188,407 shares of common stock (or pre-funded warrant in lieu thereof) and warrants to purchase up to 6,376,814 shares of common stock, at a combined purchase price of $3.45 per share of common stock (or per pre-funded warrant in lieu thereof) and accompanying warrants, in a private placement priced at-the-market under Nasdaq rules. The warrants will have an exercise price of $3.20 per share, will be exercisable upon issuance and will expire five and one-half years from the Effectiveness Date (as defined below). The private placement is expected to close on or about March 30, 2026, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds from the offering are expected to be approximately $11.0 million, prior to deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for working capital, general corporate purposes, and the repayment of certain bridge debt. The potential additional gross proceeds to the Company from the warrants, if fully exercised on a cash basis, will be approximately $20.4 million. No assurance can be given that any of the warrants will be exercised, or that the Company will receive cash proceeds from the exercise of the warrants.

The securities described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the securities issued in the private placement and shares of common stock underlying the warrants may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to a registration rights agreement with the investors, the Company has agreed to file a resale registration statement covering the securities described above (such date of effectiveness of the resale registration statement, the “Effectiveness Date”).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Company's common stock or any other securities, and there shall not be any offer, solicitation or sale of 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.

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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, inflammation, and diseases of the eye. Led by an experienced executive team collaborating with world-class researchers and technology partners, Artelo applies rigorous scientific, regulatory, and commercial, discipline 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, as amended, including statements regarding the Company's plans and expectations. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied by such statements, including market and other conditions. All statements that are not historical facts are forward-looking statements, including but not limited to, statements regarding: the consummation of the private placement and the satisfaction of customary closing conditions related to the offering, the use of proceeds therefrom and the potential exercise of the warrants. For a discussion of risks and uncertainties, please refer to the Company's filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K. The Company undertakes no obligation to publicly update any forward-looking statement, except as required by applicable securities laws.

Investor Relations Contact:

Crescendo Communications, LLC

Tel: 212-671-1020

Email: ARTL@crescendo-ir.com

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FAQ

What equity financing did ARTL announce in this 8-K?

Artelo Biosciences announced a private placement for gross proceeds of about $11.0 million. Investors will buy 3,188,407 common shares or pre-funded warrants plus accompanying warrants, providing immediate capital to the company, subject to customary closing conditions.

How many Artelo Biosciences shares are involved in the private placement?

The transaction covers 3,188,407 shares of common stock, or pre-funded warrants in lieu of shares. It also includes warrants to purchase up to 6,376,814 additional common shares, creating potential future dilution if exercised.

What pricing did ARTL set for the private placement securities?

Artelo priced the private placement at a combined $3.45 per share of common stock or pre-funded warrant plus accompanying warrants. The warrants themselves have an exercise price of $3.20 per share and are exercisable upon issuance.

How will Artelo Biosciences use the $11.0 million in gross proceeds?

Artelo intends to use the net proceeds from the private placement for working capital, general corporate purposes, and repayment of certain bridge debt. This mix supports both ongoing operations and balance sheet obligations.

What additional proceeds could ARTL receive from warrant exercises?

If all attached warrants are fully exercised on a cash basis, Artelo could receive about $20.4 million in additional gross proceeds. However, the company states there is no assurance that any warrants will be exercised or that it will receive those funds.

Under what securities law exemptions is the ARTL private placement being conducted?

The securities are being offered in a private placement under Section 4(a)(2) of the Securities Act and/or Regulation D. They are unregistered and may only be resold under an effective registration statement or a valid exemption from registration.

Filing Exhibits & Attachments

12 documents

Press Releases

• EX-99.1 PRESS RELEASE 8.9 KB
• EX-99.2 PRESS RELEASE 5.8 KB

Agreements & Contracts

• EX-10.1 SECURITIES PURCHASE AGREEMENT 213.8 KB
• EX-10.2 REGISTRATION RIGHTS AGREEMENT 131.6 KB

Other Documents

• EX-4.1 FORM OF PRE-FUNDED WARRANT 85.7 KB
• EX-4.2 FORM OF COMMON WARRANT 85.7 KB
• EX-4.3 FORM OF PLACEMENT AGENT WARRANT 89.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 14.8 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 9.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB