[D] Artelo Biosciences, Inc. SEC Filing

Rhea-AI Filing Summary

Artelo Biosciences, Inc. (ARTL) filed a new Form D on 9 Jul 2025 that covers a $1.425 million private placement conducted under Regulation D Rule 506(b).

• Total offering & amount sold: $1,425,000; amount remaining: $0, indicating the raise is already fully subscribed.
• Date of first sale: 26 Jun 2025; the company does not expect the offering to last longer than one year.
• Securities offered: common equity, options/warrants, and the shares issuable upon exercise of those instruments.
• Investors: 8 accredited investors participated; no non-accredited investors and no minimum investment requirement were specified.
• Costs: No sales commissions or finders’ fees were paid, and none of the proceeds are earmarked for payments to directors, officers, or promoters.
• Industry & issuer details: Nevada-incorporated biotechnology company; revenue size not disclosed.

The notice signals completion of a small but cost-efficient capital raise that adds liquidity while increasing potential share count through equity-linked securities.

Positive

• Fully subscribed $1.425 million private placement completed under Rule 506(b).
• No sales commissions or finders’ fees, allowing 100% of proceeds to benefit the company.

Negative

• Equity and warrant issuance expands potential share count, creating dilution risk.
• Relatively small raise size may provide limited funding flexibility for ongoing biotechnology activities.

Insights

Financial Analyst

TL;DR Modest $1.425 M raise completed; cash boost positive, dilution neutralizes impact—overall neutral for valuation.

The filing confirms that Artelo has secured the full $1.425 million targeted, bringing in fresh cash without paying commissions, which is cost-effective. Because the exemption is Rule 506(b), all eight investors are accredited, preserving confidentiality and speed. Nevertheless, the raise is small for a clinical-stage biotech, so its balance-sheet impact is limited. Issuing equity and warrants will moderately expand the share base, offsetting some benefit. No proceeds are directed to insiders, reducing governance concerns. Net effect: liquidity uptick balanced by dilution—neutral.

Biotechnology Industry Specialist

TL;DR Cash injection helps fund R&D but is minor; equity-linked structure adds dilution—impact seen as neutral.

Biotech firms frequently rely on successive equity rounds; this $1.425 million placement fits that pattern. Completing the raise quickly and without commissions reflects solid investor relationships. However, the amount is unlikely to materially extend clinical development timelines, especially in oncology or cannabinoid-based therapeutics where trials are costly. The inclusion of warrants means future overhang is possible. Because no proceeds go to management, funds should reach operating programs directly. Overall, the transaction modestly strengthens liquidity but does not significantly shift Artelo’s strategic position.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001621221

REACTIVE MEDICAL INC.

KNIGHT KNOX DEVELOPMENT CORP.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

ARTELO BIOSCIENCES, INC.

Jurisdiction of Incorporation/Organization

NEVADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
ARTELO BIOSCIENCES, INC.
Street Address 1		Street Address 2
505 Lomas Santa Fe		Suite 160
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
Solana Beach	CALIFORNIA	92075	858-925-7049

3. Related Persons

Last Name	First Name	Middle Name
Gorgas	Gregory	D.
Street Address 1	Street Address 2
c/o Artelo Biosciences, Inc.	505 Lomas Santa Fe, Suite 160
City	State/Province/Country	ZIP/PostalCode
Solana Beach	CALIFORNIA	92075

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Matsui	Connie
Street Address 1	Street Address 2
c/o Artelo Biosciences, Inc.	505 Lomas Santa Fe, Suite 160
City	State/Province/Country	ZIP/PostalCode
Solana Beach	CALIFORNIA	92075

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Blayney	Douglas
Street Address 1	Street Address 2
c/o Artelo Biosciences, Inc.	505 Lomas Santa Fe, Suite 160
City	State/Province/Country	ZIP/PostalCode
Solana Beach	CALIFORNIA	92075

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kelly	Steven
Street Address 1	Street Address 2
c/o Artelo Biosciences, Inc.	505 Lomas Santa Fe, Suite 160
City	State/Province/Country	ZIP/PostalCode
Solana Beach	CALIFORNIA	92075

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Emanuele	R.	Martin
Street Address 1	Street Address 2
c/o Artelo Biosciences, Inc.	505 Lomas Santa Fe, Suite 160
City	State/Province/Country	ZIP/PostalCode
Solana Beach	CALIFORNIA	92075

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Favorito	Tamara	A.
Street Address 1	Street Address 2
c/o Artelo Biosciences, Inc.	505 Lomas Santa Fe, Suite 160
City	State/Province/Country	ZIP/PostalCode
Solana Beach	CALIFORNIA	92075

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Reyes	Gregory	R.
Street Address 1	Street Address 2
c/o Artelo Biosciences, Inc.	505 Lomas Santa Fe, Suite 160
City	State/Province/Country	ZIP/PostalCode
Solana Beach	CALIFORNIA	92075

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	X Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-06-26				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$1,425,000	USD	or Indefinite
Total Amount Sold	$1,425,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

0

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

8

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
ARTELO BIOSCIENCES, INC.	/s/ Gregory D. Gorgas	Gregory D. Gorgas	President & CEO	2025-07-09

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

How much capital did Artelo Biosciences (ARTL) raise in its Form D offering?

The company reported a $1,425,000 total offering amount, all of which has already been sold.

What exemption did Artelo use for this private placement?

Artelo relied on Regulation D Rule 506(b) for the offering.

When did the first sale of securities occur?

The first sale took place on 26 June 2025.

How many investors participated and were any non-accredited?

A total of 8 accredited investors participated; 0 non-accredited investors were involved.

Were any sales commissions or finders’ fees paid?

No. The filing lists $0 for both sales commissions and finders’ fees.

What types of securities were issued in this offering?

The offering included equity, options/warrants, and the shares issuable upon warrant exercise.