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 (ARTL): Director insider transaction reported. On October 28, 2025, a portion of a convertible note issued on May 1, 2025 was automatically converted into a warrant to buy 38,346 shares of common stock at an exercise price of $6.24, expiring October 28, 2030.
On the same date, under a Subscription Agreement, the remaining portion of the May note held by the reporting person was converted and reinvested into (i) a new convertible note (the “October Note”) and (ii) a warrant to buy 70,376 shares at $3.40, expiring October 28, 2030. The filing indicates a principal amount of $110,843 for the October Note, which is convertible into common stock and lists dates of exercisability beginning October 28, 2025 and expiration on April 28, 2026.
Artelo Biosciences (ARTL) reported a director’s Form 4 detailing convertible note actions on 10/28/2025. A portion of a May 1, 2025 convertible note automatically converted into a warrant with a $6.24 exercise price. The remaining portion was converted and reinvested into a new October Note and a second warrant with a $3.40 exercise price.
The Form 4 lists two new warrants for 6,846 and 12,566 shares of common stock, each expiring on 10/28/2030. The October Note may be converted, at the holder’s election, into common stock at any time prior to repayment of principal and accrued interest.
Artelo Biosciences (ARTL) insider transaction: President and CEO Gregory D. Gorgas filed a Form 4 reporting October 28, 2025 transactions tied to a previously issued convertible note. A portion of the May 1, 2025 note was automatically converted into a warrant to purchase common stock at $6.24 per share, covering 9,586 shares and expiring on October 28, 2030. In connection with a Subscription Agreement the same day, the remaining portion was converted and reinvested into a new convertible note and a second warrant priced at $3.40 per share for 17,952 shares, also expiring on October 28, 2030. The October Note is convertible into common stock prior to repayment.
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.
Daniel S. Farb reported on Schedule 13D/A that he directly owns 153,003 shares of Artelo Biosciences, representing approximately 7.7% of outstanding common stock based on an outstanding share count that includes 1,555,493 shares reported September 16, 2025 and 441,210 shares issued in an underwritten offering on October 1, 2025. Farb paid approximately $850,036 in personal funds for the 153,003 shares and also holds 11,299 warrants exercisable at $10.00 per share that expire in June 2030. Those $10 warrants are subject to a beneficial ownership limitation currently set at 4.99%, so Farb cannot exercise the warrants to increase his stake above that limit absent notice to the issuer. Farb also confirmed delivery of the remaining 3 shares underlying previously held $5.82 warrants and no longer holds those warrants.
ArteLo Biosciences, Inc. (ARTL) is offering an aggregate of 454,545 shares of common stock and associated Pre-funded Warrants. The Pre-funded Warrants have an exercise price of $0.001 per share and are immediately exercisable upon issuance until exercised in full. The prospectus supplement also notes Ordinary Shares that will be issuable upon exercise of those Pre-funded Warrants. Separately, the filing includes a brief scientific description that the CB1 receptor is distributed in brain regions tied to motor control, emotion, motivated behavior and energy homeostasis while the CB2 receptor is mainly expressed in the immune system and upregulated in response to tissue stress or damage.
Artelo Biosciences is launching a primary offering of common stock and pre-funded warrants under its existing $75 million shelf registration to raise cash for operations and drug development. The pre-funded warrants carry a nominal $0.001 exercise price and are structured to let larger investors participate without breaching 4.99% or 9.99% ownership caps. Artelo plans to use the proceeds to advance its cannabinoid‑based and lipid‑signaling product candidates through preclinical and clinical work, and for working capital and general corporate purposes.
The company is an early‑stage biotech with no mature products, recurring losses, and substantial doubt about its ability to continue as a going concern. It faces Nasdaq listing risk due to low stockholders’ equity and has recently undertaken highly dilutive financings and complex instruments, including prior private placements and a required purchase of Solana cryptocurrency, whose volatility could further strain liquidity.
The company filed a prospectus supplement under Rule 424(b)(5) to update its at-the-market common stock offering program with R.F. Lafferty & Co., Inc. The supplement reduces the maximum aggregate gross sales price of common stock that may be offered under the sales agreement from this point forward to $0, effectively suspending further sales under the existing ATM prospectus. The company previously registered up to $6,500,000 of common stock for this program, which was reduced to $3,451,527 on September 4, 2025, and all $451,527 of common stock that was available for sale under the amended ATM prospectus has now been sold. As of September 29, 2025, the aggregate market value of outstanding common stock held by non-affiliates was $18,399,248, based on 1,555,493 shares outstanding and a Nasdaq closing price of $11.86 on July 31, 2025.
Daniel S. Farb filed a Schedule 13D disclosing a 9.8% direct stake in Artelo Biosciences, Inc. (symbol ATLEW), owning 153,000 shares purchased with personal funds for approximately $850,019. Farb also acquired warrants under a June 2025 Securities Purchase Agreement: 11,299 $10 warrants and 22,598 $5.82 warrants. He exercised all $5.82 warrants on July 23, 2025, and received 22,595 shares; the issuer declined delivery of 3 shares and intends to pay $17.46 for those undelivered shares. Farb delivered a director nomination letter naming himself and Scott D. Pomfret and entered a Joint Filing and Solicitation Agreement with Pomfret; Pomfret granted Farb a power of attorney to assist with the proxy solicitation. The registered resale of the SPA securities was filed on Form S-1.