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

Rhea-AI Filing Summary

Artelo Biosciences (Nasdaq: ARTL) entered into a securities purchase agreement on 24-Jun-2025 for a private placement of 136,843 common shares at $5.82 plus warrants covering 783,249 shares.

Gross proceeds: $1.425 million today, up to $6.403 million if all warrants are exercised. Instruments include pre-funded warrants (93,180 shares, $0.001 strike) and 5-year warrants at $5.82 (460,046 shares) and $10.00 (230,023 shares), all subject to 4.99%-9.99% ownership caps.

• Unit price: $6.195 per share and three warrants.
• Closing expected 26-Jun-2025.
• Company will file resale registration within 15 days.
• $250,000 of net proceeds earmarked to purchase SOL cryptocurrency; remainder for working capital.

The sale is exempt under Rule 506 of Regulation D; investors are accredited.

Positive

• Potential cash inflow up to $6.403 million if warrants are fully exercised
• Immediate $1.425 million capital raise strengthens liquidity

Negative

• Issuance of over 920,000 shares (stock plus warrants) materially dilutes existing shareholders
• Use of $250,000 to purchase SOL cryptocurrency introduces non-core market risk

Insights

Capital Markets Expert

TL;DR: Small cash raise brings dilution and crypto risk, net negative.

The transaction raises only $1.425 million upfront yet authorizes issuance of roughly 920,092 shares — stock plus warrants — creating substantial dilution versus cash received. While full warrant exercise could add $6.4 million, timing is uncertain and contingent on future share price. Pre-funded warrants at $0.001 strike further incentivize low-cost share creation. Allocating $250,000 (about 18% of net proceeds) to purchase SOL exposes shareholders to non-core cryptocurrency volatility. Accelerated registration rights benefit new investors but increase administrative burden. Overall, the agreement signals financing need and shifts risk toward existing holders.

Corporate Governance Expert

TL;DR: Quick registration aids liquidity; crypto allocation clouds governance—overall neutral.

The purchase agreement includes standard indemnities and forces a resale registration within 15 days, enhancing transparency and secondary-market liquidity. Beneficial-ownership caps of 4.99% or 9.99% limit immediate control shifts and stagger dilution. However, earmarking $250,000 to acquire SOL—an asset outside the company’s biotech focus—raises questions about alignment with shareholder interests and risk oversight. No board or executive changes accompany the financing, keeping governance stable. Given the modest cash infusion relative to potential dilution and the added crypto exposure, the net governance impact is mixed.

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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) June 24, 2025

ARTELO BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Nevada		333-199213		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 June 24, 2025, Artelo Biosciences, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the purchasers named therein (the “Purchasers”), for the private placement (the “Private Placement”) of (i) 136,843 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at $5.82 per share, (ii) pre-funded warrants to purchase 93,180 shares of Common Stock at an exercise price of $0.001 per Share (the “Pre-Funded Warrants”), (iii) warrants to purchase 460,046 shares of Common Stock at an exercise price of $5.82 per share (the “$5.82 Warrants”), and (ii) warrants to purchase 230,023 shares of Common Stock at an exercise price of $10.00 per share (the “$10.00 Warrants”). The Pre-Funded Warrants, the $5.82 Warrants and the $10.00 Warrants are collectively referred to herein as the “Warrants” and the shares issuable upon such Warrants, the “Warrant Shares.”

Each Share or, at the election of the Purchaser in lieu of Shares, each Pre-Funded Warrant, was issued and sold along with two (2) $5.82 Warrants and one (1) $10.00 Warrant. The combined purchase price for the securities was (i) $6.195 per Share of Common Stock and three accompanying Warrants and (ii) $6.194 per Pre-Funded Warrant and three accompanying Warrants. The Private Placement is expected to close on June 26, 2025 (the “Closing Date”), subject to customary closing conditions.

The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full, subject to the Beneficial Ownership Limitation described below. The $5.82 Warrants and $10.00 Warrants are exercisable immediately and have a term of exercise equal to five (5) years from the Closing Date, subject to the Beneficial Ownership Limitation described below.

The Warrants may only be exercised on a cashless basis if there is no registration statement registering, or the prospectus contained therein is not available for, the resale of the shares of Common Stock underlying the Warrants to the holder. A holder of a Warrant may not exercise any such Warrant to the extent that such exercise would result in the number of shares of Common Stock beneficially owned by such holder and its affiliates exceeding 4.99% or 9.99% (at the election of the holder) of the total number of shares of Common Stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder’s election not to exceed 9.99% (the “Beneficial Ownership Limitation”).

The gross proceeds from the Private Placement, before deducting offering expenses payable by the Company, are expected to be approximately $1.425 million (or up to approximately $6.403 million in gross proceeds if the Warrants are fully exercised for cash). The Company will use commercially reasonably efforts to use $250,000 of the net proceeds from the Private Placement to purchase $250,000 of the digital currency known as SOL and the balance of the net proceeds for general corporate and working capital purposes.

In addition, pursuant to the Purchase Agreement, the Company also agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) within fifteen (15) days following the closing of the Private Placement (subject to certain exceptions) for purposes of registering the resale of the Shares (including the Warrant Shares), to use its commercially reasonable efforts to have such registration statement declared effective as promptly as practicable, and to keep such registration statement effective for so long as any Shares or Warrant Shares remain outstanding and are not freely tradable without restriction under Rule 144.

The Purchase Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Purchasers, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and other obligations of the parties. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such Purchase Agreement and are made as of specific dates; are solely for the benefit of the parties (except as specifically set forth therein); may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Purchase Agreement, instead of establishing matters as facts; and may be subject to standards of materiality and knowledge applicable to the contracting parties that differ from those applicable to the investors generally. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company.

2

The Private Placement is exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. The Purchasers represented that they were accredited investors within the meaning of Rule 501(a) of Regulation D and were acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by the Company or its representatives. The offer and sale of the securities in the Private Placement were not registered or qualified under the Securities Act or any state securities laws, and such securities may not be reoffered or resold in the United States absent registration or qualification under the Securities Act or applicable state securities laws or an applicable exemption therefrom.

The foregoing description of the Purchase Agreement, Pre-Funded Warrants, $5.82 Warrants and $10.00 Warrants does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, Pre-Funded Warrants, $5.82 Warrants and $10.00 Warrants filed as Exhibits 10.1, 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosures set forth in Item 1.01 above are incorporated in this Item 3.02.

Item 7.01 Regulation FD Disclosure.

On June 25, 2025, the Company issued a press release announcing that it has entered into the Purchase Agreement. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

All of the information furnished in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Exhibit
4.1		Form of Pre-Funded Warrant
4.2		Form of $5.82 Warrant
4.3		Form of $10.00 Warrant
10.1		Form of Securities Purchase Agreement by and between Artelo Biosciences Inc. and the purchasers named therein
99.1		Press Release, dated June 25, 2025
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: June 26, 2025	/s/ Gregory D. Gorgas
	Gregory D. Gorgas
	President & Chief Executive Officer

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FAQ

How much gross proceeds will ARTL receive from its June 2025 private placement?

ARTL expects $1.425 million in gross proceeds, rising to $6.403 million if all warrants are exercised for cash.

What securities did ARTL issue in the June 2025 private placement?

The company issued 136,843 common shares, pre-funded warrants for 93,180 shares, and five-year warrants for 690,069 shares at $5.82 and $10.00 exercise prices.

When is the ARTL private placement expected to close?

The transaction is scheduled to close on June 26, 2025, subject to customary conditions.

What portion of the proceeds will ARTL invest in SOL cryptocurrency?

Artelo intends to allocate $250,000 of the net proceeds to purchase SOL digital currency.

What are the exercise terms of the newly issued warrants?

All warrants are exercisable immediately for five years; $5.82 warrants cover 460,046 shares, $10.00 warrants cover 230,023 shares, and pre-funded warrants have a $0.001 strike.

Does ARTL plan to register the resale of the new securities?

Yes. The company will file a registration statement within 15 days of closing and keep it effective until the shares are freely tradable.