ARTL Schedule 13D/A: 153,003 shares; 11,299 $10 warrants noted

Rhea-AI Filing Summary

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.

Positive

• Direct ownership of 153,003 shares (~7.7%) is openly disclosed
• Purchase was made with personal funds (aggregate cost ~$850,036) providing clear financing transparency
• 11,299 $10 warrants retained, exercisable immediately subject to the stated limitation

Negative

• Beneficial Ownership Limitation set at 4.99% prevents exercise of $10 warrants to increase stake
• Recent underwritten offering of 441,210 shares increased share count used to calculate ownership, diluting percentage implicitly

Insights

Corporate Governance Specialist

Holder disclosed a material passive stake of 7.7% with warrant limits.

The filing shows Mr. Farb holds a 7.7% direct position in Artelo Biosciences and additional 11,299 $10 warrants expiring June 2030. The direct stake and warrants together are material to ownership structure but warrants are constrained by a 4.99% Beneficial Ownership Limitation.

Because the warrants cannot currently be exercised to increase ownership above 4.99%, the immediate voting and economic influence of the holder is limited to the 153,003 shares reported.

Capital Markets Analyst

Transaction funded with personal funds: aggregate purchase price ~$850,036.

The filing states the 153,003 shares were purchased with personal funds at an aggregate approximate cost of $850,036, excluding commissions, indicating direct, disclosed financing rather than third‑party/control arrangements. The filing also notes issuance of 441,210 shares in an October 1, 2025 underwritten offering, which is included in the share count used to compute the 7.7% stake.

This combination of new issuance and disclosed stake clarifies ownership percentages but does not disclose any voting agreements or group membership.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

ARTELO BIOSCIENCES, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

04301G607

(CUSIP Number)

RYAN NEBEL
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/01/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 04301G607

1

Name of reporting person

Farb Daniel Stuart

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 153,003.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 153,003.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

153,003.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.7 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.001 par value per share
(b)	Name of Issuer: ARTELO BIOSCIENCES, INC.
(c)	Address of Issuer's Principal Executive Offices: 505 LOMAS SANTA FE, SUITE 160, SOLANA BEACH, CALIFORNIA , 92075.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The securities of the Company purchased by the Reporting Person were purchased with personal funds. The aggregate purchase price of the 153,003 Shares owned directly by the Reporting Person is approximately $850,036, excluding brokerage commissions. The Reporting Person also owns 11,299 of the $10 Warrants (as defined below), which were acquired pursuant to the June 2025 SPA (as defined in the initial Schedule 13D).
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by the Reporting Person is based upon a denominator that is the sum of: (i) 1,555,493 Shares outstanding as of September 16, 2025, as disclosed in the Issuer's Corporate Presentation issued on September 17, 2025 that is available on the Issuer's website, and (ii) 441,210 Shares issued pursuant to the Issuer's underwritten offering on October 1, 2025, as disclosed in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2025. As of the date hereof, the Reporting Person directly beneficially owns 153,003 Shares, constituting approximately 7.7% of the Shares outstanding. In addition, as of the date hereof, the Reporting Person owns 11,299 warrants referencing 11,299 Shares, which have an exercise price of $10.00 per Share and expire in June 2030 (the "$10 Warrants"). The $10 Warrants are exercisable immediately, subject to the Beneficial Ownership Limitation (as defined below). A holder of the $10 Warrants may not exercise any such $10 Warrants to the extent that such exercise would result in the number of Shares beneficially owned by such holder and his or its affiliates exceeding 4.99% of the total number of Shares outstanding immediately after giving effect to the exercise, except that upon at least 61 days' prior notice from the holder to the Issuer, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of Shares outstanding immediately after giving effect to the exercise (the "Beneficial Ownership Limitation"). The Reporting Person's Beneficial Ownership Limitation is currently set at 4.99% and, accordingly, the Reporting Person cannot exercise the $10 Warrants and does not beneficially own any of the Shares underlying the $10 Warrants.
(c)	Item 5(c) is hereby amended and restated to read as follows: Subsequent to the filing of the Schedule 13D on September 19, 2025, the Issuer delivered the remaining 3 Shares underlying the $5.82 Warrants previously defined and described in the initial Schedule 13D. Other than as set forth herein, there have been no transactions in the securities of the Issuer by the Reporting Person since the filing of the initial Schedule 13D.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: The disclosure set forth in Item 5(c) above is incorporated herein by refence. Following the delivery of the 3 Shares underlying the $5.82 Warrants, the Reporting Person no longer holds any of the $5.82 Warrants.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Farb Daniel Stuart

Signature:	/s/ Daniel S. Farb
Name/Title:	Daniel S. Farb
Date:	10/03/2025

FAQ

How many shares of ARTL does Daniel S. Farb own?

Daniel S. Farb directly owns 153,003 shares, representing approximately 7.7% of outstanding common stock as reported in the filing.

Can Farb exercise the 11,299 warrants he holds for ARTL?

The 11,299 $10 warrants are exercisable immediately in form but cannot be exercised by Farb to the extent doing so would increase his beneficial ownership above the current 4.99% limitation.

What was the approximate purchase price for Farb's shares?

The aggregate purchase price for the 153,003 shares was approximately $850,036, excluding brokerage commissions, and was paid with personal funds.

Does Farb still hold the $5.82 warrants previously disclosed?

No. The filing confirms delivery of the remaining 3 shares underlying the $5.82 warrants and states Farb no longer holds any $5.82 warrants.

What share count was used to calculate the 7.7% ownership?

The percentage is based on 1,555,493 shares outstanding as of September 16, 2025 and 441,210 shares issued in an underwritten offering on October 1, 2025.