[D] Artelo Biosciences, Inc. SEC Filing

Rhea-AI Filing Summary

Artelo Biosciences filed a Form D reporting a Regulation D exempt offering under Rule 506(b) for a total offering of $9,475,000, all of which has been sold with $0 remaining. The filing identifies the securities as equity, options/warrants and securities to be acquired upon exercise, and lists the first sale date as 2025-08-05. The issuer indicates the offering will not last more than one year.

The notice records 18 investors, states $0 in sales commissions and finders' fees, and reports in gross proceeds paid to named officers, directors or promoters. The issuer declined to disclose revenue or aggregate net asset ranges. The Form D is signed by Gregory D. Gorgas, President & CEO, and lists the principal place of business in Solana Beach, California.

Positive

• Offering fully subscribed: Total offering amount of $9,475,000 with $9,475,000 sold and $0 remaining
• No sales commissions or finders' fees reported: Sales Commissions $0, Finders' Fees $0
• No proceeds to listed insiders: Amount of gross proceeds used for payments to named officers/directors/promoters reported as $0

Negative

• Issuer declined to disclose size: Revenue and aggregate net asset value ranges are marked as Decline to Disclose
• Limited geographic solicitation detail: States of solicitation are not specified in the filing
• No detailed breakdown of use of proceeds: Aside from $0 to named insiders, the filing provides no allocation of gross proceeds

Insights

Financial Analyst

TL;DR: Artelo completed a $9.475M Rule 506(b) equity and warrant offering, fully sold to 18 investors with no commissions.

This Form D shows the company secured $9,475,000 of capital under Regulation D Rule 506(b), and reports $0 remaining to be sold, which is a material financing event for a biotech issuer. The absence of sales commissions suggests direct placements or internal distribution, potentially lowering transaction costs. The filing does not disclose revenue or asset ranges, limiting assessment of runway or dilution impact. Investors should note the offering structure (equity plus options/warrants) when modeling potential capitalization changes.

Corporate Governance Expert

TL;DR: The Form D documents a closed private placement but provides limited public detail on issuer size and solicitation geography.

The filing is complete for Form D purposes but the issuer declined to disclose revenue/net asset ranges, and the states of solicitation are not clearly specified, which reduces transparency for public stakeholders. The filing explicitly reports $0 in payments to named executives and $0 in commissions or finders' fees, and is signed by the CEO, satisfying basic signature attestations. From a governance perspective, more granular disclosure on use of proceeds and investor qualifications would aid external review.

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	2025-08-05				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	$9,475,000	USD	or Indefinite
Total Amount Sold	$9,475,000	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.

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:

18

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.	Gregory D. Gorgas	Gregory D. Gorgas	President & CEO	2025-08-06

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

What did Artelo Biosciences (ARTL) file with the SEC?

Artelo filed a Form D reporting a Regulation D exempt offering under Rule 506(b) for a total offering of $9,475,000.

How much capital was raised in ARTL's offering?

The filing reports $9,475,000 total offering amount and $9,475,000 total amount sold, with $0 remaining.

What types of securities were offered in ARTL's Form D?

The offering includes equity, options/warrants, and securities to be acquired upon exercise of those rights.

How many investors participated in the offering?

The Form D lists a total of 18 investors in the offering.

Were any sales commissions or finders' fees paid for ARTL's offering?

No. The filing shows Sales Commissions $0 and Finders' Fees $0.

Did Artelo disclose payments to executives or directors from the offering?

The filing reports $0 of gross proceeds used for payments to named officers, directors or promoters.

Who signed the Form D for Artelo Biosciences (ARTL)?

The Form D was signed by Gregory D. Gorgas, identified as President & CEO, dated 2025-08-06.