Welcome to our dedicated page for Artelo Biosciences SEC filings (Ticker: ARTL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Artelo Biosciences, Inc. filings document a clinical-stage pharmaceutical issuer with securities listed on Nasdaq and a pipeline centered on lipid-signaling modulation. Registration statements and amendments describe securities offerings, delayed or continuous offering registration mechanics, common stock, warrants, pre-funded warrants and capital-structure terms.
Artelo's Form 8-K filings record material events including Nasdaq continued-listing compliance, annual-meeting matters, private-placement activity, material agreements, and clinical or regulatory disclosures for programs such as ART27.13 and ART26.12. The filings connect formal governance and financing records with updates on the company's drug-development strategy and intellectual-property activity.
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. is registering up to 4,273,519 shares of common stock for resale by Square Gate Capital Master Fund, LLC – Series 5 under an equity line of credit arrangement. These shares include 146,199 commitment-related shares and up to 4,127,320 shares that Artelo may sell to Square Gate over time.
Artelo will not receive any proceeds from Square Gate’s resale of these registered shares, but may raise up to $50,000,000 in gross proceeds from its discretionary sales of stock to Square Gate under the Equity Purchase Agreement. As of March 23, 2026, 736,127 shares of common stock were outstanding, so use of the facility could be significantly dilutive. The filing highlights risks around dilution, pricing at a discount to market, restrictions on other variable-rate financings, and the company’s need to maintain its Nasdaq listing under the symbol “ARTL.”
Artelo Biosciences, Inc. is seeking to raise equity capital through a primary offering of up to 1,641,587 shares of common stock or an equivalent number of pre-funded warrants, plus up to 1,707,251 shares of common stock underlying the pre-funded and placement agent warrants. The offering is on a best efforts basis at an assumed price of $7.31 per share, with no minimum proceeds required to close. Assuming all securities are sold at the assumed price, Artelo estimates net proceeds of about $10.9 million, to be used for working capital and general corporate purposes. The company’s pro forma cash would increase from $0.6 million to $11.5 million and stockholders’ equity from a deficit of $1.3 million to positive $9.6 million. The structure includes immediately exercisable pre-funded warrants with a $0.001 exercise price designed to help certain investors stay below 4.99% or 9.99% ownership thresholds, and placement agent warrants exercisable at 130% of the offering price. The company highlights meaningful dilution to new investors, the absence of a trading market for the warrants, and ongoing Nasdaq listing risk, while emphasizing that it has never paid dividends and does not expect to do so in the foreseeable future.
Artelo Biosciences, Inc. is offering up to 1,641,587 shares of common stock, or pre-funded warrants in lieu of shares, in a best efforts public offering at an assumed price of $7.31 per share. The company will also issue placement agent warrants to purchase up to 131,327 shares and is registering up to 1,772,914 shares of common stock underlying the pre-funded and placement agent warrants.
If fully sold at the assumed price, Artelo expects net proceeds of about $10.8 million, to be used for working capital and general corporate purposes. Shares outstanding would increase from 736,127 as of March 18, 2026 to 2,377,714, leading to immediate dilution, with an illustrative dilution of $4.07 per share to new investors. This is a no-minimum, best efforts deal, so actual proceeds may be substantially lower.
The offering structure includes low-exercise-price pre-funded warrants designed to help large investors stay below 4.99% or, at their option, 9.99% beneficial ownership caps. Artelo highlights risks including potential Nasdaq delisting if equity requirements are not met, volatility in its share price, and a going concern emphasis in its audited financial statements, even though this raise would improve stockholders’ equity from a deficit of $(1.3) million to a positive $9.5 million on an as-adjusted basis.
Artelo Biosciences, Inc. is registering up to 1,641,587 shares of common stock or pre-funded warrants, plus placement agent warrants for 131,327 shares and up to 1,772,914 underlying shares, in a best efforts primary offering. The securities are priced off an assumed public offering price of $7.31 per share.
Assuming all securities are sold at that price, Artelo estimates net proceeds of about $10.8 million, which it plans to use for working capital and general corporate purposes. Shares outstanding would rise to 2,377,714 from 736,127 as of March 18, 2026, leading to immediate and substantial dilution for new investors.
The deal includes pre-funded warrants with a $0.001 exercise price and 4.99% or 9.99% beneficial ownership limits, and unlisted placement agent warrants. The company highlights significant risks, including Nasdaq listing compliance, the absence of a minimum raise in this best efforts structure, and the speculative nature and limited liquidity of the warrants.
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. 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. is a Nevada‑incorporated, clinical‑stage biopharmaceutical company based in Solana Beach, California, focused on therapeutics that modulate lipid‑signaling pathways, including the endocannabinoid system.
The company’s pipeline includes three main programs. ART27.13, a dual CB1/CB2 agonist in a Phase 1b/2a Cancer Appetite Recovery Study (CAReS), targets cancer‑related anorexia. In an interim Phase 2a analysis, patients titrated to 1,300 micrograms showed mean weight gain of about 6%, while placebo patients lost weight, with supportive trends in lean body mass and activity and a generally favorable safety profile.
ART26.12, a FABP5 inhibitor, completed a first‑in‑human Phase 1 single‑ascending‑dose study in healthy volunteers, showing only mild, transient adverse events and dose‑dependent, linear pharmacokinetics, supporting further development in chemotherapy‑induced peripheral neuropathy and other potential indications. ART12.11, a proprietary CBD/TMP cocrystal, has patent protection to 2038 and is being advanced preclinically for anxiety and other disorders, with nonclinical evidence of improved pharmacokinetics versus conventional CBD. Artelo holds worldwide exclusive licenses on ART27.13 and ART26.12, maintains an expanding patent estate around all three candidates, operates under extensive U.S. and international regulatory frameworks, and reported seven employees as of December 31, 2025.