Artelo Biosciences Inc SEC Filings

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.

Artelo Biosciences reported a quarterly net loss of $3.221 million and a six-month net loss of $5.593 million, while holding $2.066 million in cash and cash equivalents as of June 30, 2025. Current liabilities increased to $5.712 million, producing a working capital deficit of $3.479 million, and management discloses substantial doubt about the Company’s ability to continue as a going concern within one year.

The company completed financings including $900,000 of convertible notes bearing 12% interest (net carrying value $791,000), a June private placement that generated $1.425 million gross ($1.079 million net), an ATM sales agreement for up to $6.5 million, and an expected August PIPE targeting approximately $9.475 million. The Company adopted a Digital Asset Treasury strategy to acquire Solana (SOL); under ASU 2023-08 SOL fair-value changes will flow through net income.

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.