Every 8-K that Artelo Biosciences, Inc. (ARTL) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ARTL and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ARTL filings page.
Artelo Biosciences, Inc. (ARTL) approved a 1-for-9 reverse stock split of its common stock. The common stock is expected to begin trading on a split-adjusted basis on August 31, 2026 on the Nasdaq Capital Market.
Every nine shares of issued and outstanding common stock will be automatically combined into one share, with no fractional shares issued; holders otherwise entitled to a fraction will receive one whole share. The company states that each shareholder’s pro-rata ownership will remain unchanged, and all outstanding warrants and other derivatives will automatically adjust to reflect the reverse split. Immediately after effectiveness, there will be approximately 547,774 shares of common stock issued and outstanding.
Artelo Biosciences, Inc. reported the results of its Annual Meeting of Stockholders held on July 17, 2026. As of the May 22, 2026 record date, 2,848,540 shares of common stock were outstanding, and 1,172,203 shares were represented at the meeting, approximately 41.2% of shares entitled to vote.
Stockholders cast votes for three director nominees: Gregory R. Reyes, M.D., Ph.D. (179,416 For; 55,405 Withhold; 937,382 broker non-votes), Tamara A. Favorito (176,821 For; 58,000 Withhold; 937,382 broker non-votes), and Gregory D. Gorgas (171,567 For; 63,254 Withhold; 937,382 broker non-votes). Two additional matters received 985,717 For, 164,845 Against, 21,641 Abstain on one proposal, and 91,158 For, 65,155 Against, 78,508 Abstain, with 937,382 broker non-votes, on another.
Artelo Biosciences, Inc. has elected to terminate its At-The-Market Offering Agreement with R.F. Lafferty & Co., Inc., a program that allowed the company to sell common stock over time. The termination notice was given on May 11, 2026 and becomes effective on May 18, 2026.
Under the agreement, Artelo could offer up to $6,500,000 of common stock in an at-the-market equity program. Through May 11, 2026, it sold 50,858 shares of common stock, generating $451,526.95 in gross proceeds before ending the arrangement.
Artelo Biosciences has regained compliance with Nasdaq’s continued listing standards. Nasdaq confirmed the company now meets Listing Rule 5550(b)(1), known as the Equity Rule, and Listing Rule 5620(a), the Annual Shareholders Meeting Rule. Nasdaq will monitor Artelo for one year under a mandatory panel monitor.
The company highlights continued progress across its pipeline, including ART27.13, which showed encouraging Phase 2 CAReS interim data in cancer anorexia-cachexia syndrome and is also being studied in glaucoma, and ART26.12, a non-opioid candidate for neuropathic pain. Management believes this positions Artelo to pursue long-term shareholder value.
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.
Artelo Biosciences is expanding development of its drug candidate ART27.13 as a potential companion therapy to GLP-1 treatments, focusing on preserving muscle mass during weight loss. The company cites observations of muscle-protective effects in its CAReS cancer anorexia and cachexia trial, where the highest-dose cohort showed average weight gain of about 6% versus roughly 5% weight loss in placebo-treated patients.
The strategy is supported by independent peer-reviewed research describing ART27.13 as a GPCR superagonist with differentiated CB2 pharmacology, a provisional patent filing covering use of cannabinoid receptor agonism to prevent or mitigate muscle loss associated with GLP-1 therapy, and initiation of a non-clinical study in GLP-1–relevant models. Artelo also notes a planned third-party fully funded clinical study starting in Q2 2026 to evaluate ART27.13 in glaucoma, underscoring its intention to position the once-daily, orally administered CB2 agonist across cancer-related anorexia and cachexia, glaucoma, and broader muscle preservation settings.
Artelo Biosciences, Inc. entered into two securities purchase agreements to issue 12% bridge notes with total principal of $350,300 for aggregate proceeds of $310,000. One note to Vanquish Funding Group has $237,300 principal and $210,000 purchase price, and another to Boot Capital has $113,000 principal and $100,000 purchase price.
The notes mature on January 15, 2027 and may be prepaid at any time without penalty. If an event of default occurs and continues, the notes become immediately due at 150% of the outstanding amount, and the buyers may elect to convert amounts owed into common stock at a price set by a formula with a $0.125 floor, subject to a 4.99% ownership cap. Artelo plans to use the proceeds for general working capital, and the securities are being issued in private, unregistered transactions under Section 4(a)(2) and Rule 506(b).
Artelo Biosciences, Inc. completed a one-for-three reverse stock split of its common stock effective March 10, 2026, cutting outstanding shares from 2,124,772 to approximately 708,323 and reducing authorized common shares from 500,000,000 to 166,666,667.
The company republished its audited financial statements, which show a 2025 net loss of $12,879 (thousands) versus $9,826 (thousands) in 2024 and a stockholders’ deficit of $1,272 (thousands) as of December 31, 2025. Cash and cash equivalents were $600 (thousands), while current liabilities were $4,044 (thousands), leading the auditor to cite substantial doubt about Artelo’s ability to continue as a going concern.
The notes describe repeated equity raises, convertible note financings and warrants to fund operations, plus a January 30, 2026 equity purchase agreement giving Artelo the right to direct up to $25 million in future common stock sales, with potential to increase by another $25 million.
Artelo Biosciences approved a 3-for-1 reverse stock split of its common stock, combining each three existing shares into one new share. The split is intended to increase the share price to improve marketability and liquidity, with trading on a split-adjusted basis starting March 10, 2026.
No fractional shares will be issued; holders otherwise entitled to a fraction will receive one whole share instead. The company expects approximately 708,258 shares of common stock to be issued and outstanding immediately after the reverse split, and all outstanding warrants and other derivatives will adjust automatically under their terms.
Artelo Biosciences, Inc. entered an Equity Purchase Agreement with Square Gate Capital Master Fund, LLC – Series 5, giving Artelo the right, but not the obligation, to sell up to $25 million of common stock, with the option to increase this by an additional $25 million once the initial amount is used.
Artelo will issue 292,398 commitment shares, valued at $500,000 as of January 30, 2026, and cover up to $35,000 of Square Gate’s fees. Share sales are priced at 95% of the lowest VWAP or trade price in short measurement periods and are subject to a 19.99% exchange cap and a 4.99% beneficial ownership limit.
Artelo Biosciences received a favorable decision from a Nasdaq Hearing Panel granting extra time to fix its listing deficiencies. The company must demonstrate compliance with Nasdaq’s stockholders’ equity rule, which requires at least $2,500,000 of equity, by March 30, 2026.
Artelo has cured its prior failure to hold a timely annual shareholder meeting by completing its 2025 meeting on January 30, 2026. The company plans additional transactions to restore and sustain required equity levels but warns there is no assurance it will meet all Nasdaq continued listing standards.
Artelo Biosciences, Inc. reconvened its Annual Meeting of Stockholders on January 30, 2026 and reported the voting results. The meeting had previously been convened on December 31, 2025 and adjourned because there were not enough shares represented to form a quorum.
Of the 2,018,746 shares of common stock outstanding as of the December 10, 2025 record date, 1,017,816 shares were represented at the reconvened meeting, or approximately 50.4% of the shares entitled to vote. Stockholders cast votes on the election of two director nominees and on two additional matters, with detailed tallies provided for each item.
Artelo Biosciences, Inc. received a Nasdaq notice on January 14, 2026 stating it is not in compliance with Nasdaq Listing Rule 5620(a, the annual meeting rule, because its 2025 annual meeting was convened on December 31, 2025 but adjourned for lack of quorum and is scheduled to reconvene on January 30, 2026. Nasdaq indicated this annual meeting deficiency could serve as an additional basis for delisting.
The company has already presented to a Nasdaq Hearing Panel a plan to regain and maintain compliance with the previously disclosed deficiency in the $2.5 million minimum stockholders’ equity requirement under Listing Rule 5550(b)(1. Artelo’s common stock continues to trade on Nasdaq during the hearings process and any extension period, but there is no assurance it will regain full compliance or that its appeal of the earlier equity-based delisting determination will succeed.
Artelo Biosciences, Inc. reported that Nasdaq has issued a determination to delist its common stock after the company failed to regain compliance with Nasdaq Listing Rule 5550(b)(1), which requires stockholders’ equity of at least $2,500,000. Artelo had submitted plans to Nasdaq on July 7, 2025 and August 29, 2025 that relied on raising additional capital, but the expected capital raise has not been completed.
On November 19, 2025, Nasdaq staff notified Artelo that, unless the company requests a hearing by November 26, 2025, its securities will be delisted on December 1, 2025. Artelo intends to appeal this determination to a Nasdaq hearing panel under the Listing Rule 5800 Series, which would stay further delisting actions during the appeal or any extension. The company’s common stock is expected to continue trading on Nasdaq under the symbol ARTL while the appeal process is pending.
Artelo Biosciences entered into a Subscription Agreement and completed a private financing on October 28, 2025, issuing convertible notes totaling $690,154.69 and warrants for 438,182 common shares at $3.40. Investors acquired these securities by converting amounts due at maturity under notes issued on May 1, 2025.
The notes carry 12% annual interest (increasing to 20% upon an Event of Default), mature six months after closing, and are convertible at $3.40 before maturity. The warrants are immediately exercisable for five years, with cash or cashless exercise if no effective resale registration is available, and include standard anti-dilution protections.
Artelo agreed to file a resale registration statement within 20 calendar days of closing and keep it effective until Rule 144 conditions are met. A 4.9% beneficial ownership cap applies, adjustable at a holder’s election up to 19.9%. Directors participated, including Connie Matsui $110,842.52 and 70,376 warrant shares, and Gregory Gorgas $27,710.36 and 17,592 warrant shares.
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.
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.
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.
Artelo Biosciences, Inc. completed an underwritten equity offering to raise approximately $3,000,000 in gross proceeds. The deal included 640,924 shares of common stock at $4.40 per share and pre-funded warrants to purchase up to 40,894 shares at an exercise price of $0.001 per share, sold at $4.399 per warrant.
The company granted the underwriter a 45-day option to buy up to 102,272 additional shares. Artelo plans to use the net proceeds to advance its product candidates through preclinical and clinical development, fund manufacturing and research, support capital expenditures, and provide working capital for general corporate purposes.
Directors and executive officers agreed to 30-day lock-up restrictions, and the company agreed not to issue additional equity or equity-linked securities for 30 days from closing without the underwriter’s consent. The underwriter also received a right of first refusal for the company’s future financings through December 31, 2025.
Artelo Biosciences, Inc. reported interim Phase 2 results from its Cancer Appetite Recovery Study (CAReS) evaluating ART27.13 for cancer anorexia-cachexia syndrome (CACS), a condition that affects up to 80% of people living with cancer and currently has no FDA-approved treatment. In 18 evaluable patients, mainly with lung and gastrointestinal cancers, those titrated to the top daily dose of 1300 micrograms (n=5) showed a mean body weight increase of 6.38% over 12 weeks, while placebo patients (n=6) lost 5.42%. Maximum weight gain in the ART27.13 group reached 18.5% versus 0.4% on placebo, and additional gains in lean body mass and activity scores were observed. Among 32 enrolled participants, 22% experienced possibly treatment-related adverse events, mostly mild or moderate, with one severe malaise and no drug-related serious events, supporting an acceptable safety profile. The company does not plan to internally fund a Phase 3 trial and instead aims to pursue a licensing transaction for ART27.13.
Artelo Biosciences, Inc. reported the results of a Special Meeting of Stockholders held on August 28, 2025. There were 704,425 shares of common stock outstanding as of the July 25, 2025 record date, and 365,886 shares were represented at the meeting, either in person or by proxy.
Stockholders voted on three matters. One matter received 325,388 votes for, 38,731 against and 1,767 abstentions. A second matter received 63,903 votes for, 130,740 against, 782 abstentions and 170,461 broker non-votes. A third matter received 338,395 votes for, 21,362 against and 6,129 abstentions. The filing lists only the vote totals, not the text of each proposal.
Artelo Biosciences reports terminating a previously agreed private placement and a related consulting arrangement. The company and accredited investors signed a Termination and Mutual Release Agreement on August 19, 2025 that voids from inception a Securities Purchase Agreement covering 593,252 common shares and warrants to purchase up to 2,126,809 shares, along with all related documents. Artelo must return any purchase price previously received and has paid $50,000 to investors’ counsel for legal fees, with no termination penalties for either side.
Separately, Artelo and ABK Labs, Inc. agreed to terminate a Consulting Agreement and a Consultant Warrant for up to 55,000 shares, effective August 16, 2025. The consultant irrevocably forfeited all vesting and exercise rights under the warrant, and both sides exchanged broad mutual releases of claims, with no cash consideration paid in connection with this termination.
Artelo Biosciences (ARTL) entered into a private placement on 1 Aug 2025, selling 593,252 common shares at $10.20 and 313,435 prefunded warrants at $0.001, each paired with one three-year warrant at $10.20 and one at $50.00. Unit prices of $10.45 (shares) or $10.449 (prefunded) will deliver $9.475 million in gross cash; full cash exercise of the 1.81 million bundled warrants could raise an additional $64.1 million.
Proceeds from the share sale will be used immediately to purchase the cryptocurrency Solana (SOL). Any warrant cash will first fund 12 months of operating requirements; remaining amounts may also be deployed into SOL. The shift establishes a new cryptocurrency treasury strategy and triggers extensive risk disclosures covering SOL price volatility, regulatory uncertainty, Nasdaq listing compliance, Investment Company Act exposure and potential CAMT liabilities.
The offering, exempt under Reg D, is expected to close 5 Aug 2025, with a resale registration due within 15 days. In a separate 7.01 disclosure, the company announced favourable UK MHRA guidance for a first-in-human Phase 1 trial of anxiety-depression candidate ART12.11.
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.