[SCHEDULE 13G] ARTELO BIOSCIENCES, INC. Passive Investment Disclosure (>5%)
Armistice Capital reports 9.99% stake in Artelo
Artelo Biosciences, Inc. ownership disclosure: Armistice Capital, LLC and Steven Boyd report shared beneficial ownership of 235,823 shares of common stock, representing 9.99% of the class.
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Artelo Biosciences, Inc. ownership disclosure: Armistice Capital, LLC and Steven Boyd report shared beneficial ownership of 235,823 shares of common stock, representing 9.99% of the class. The filing states Armistice Capital exercises voting and investment power over the shares held by Armistice Capital Master Fund Ltd.
The Schedule 13G identifies Armistice Capital as the investment manager and Mr. Boyd as its managing member; the Master Fund is the direct holder and retains the right to receive proceeds or dividends.
Insights
Armistice Capital reports a passive 9.99% stake via shared voting power.
The filing states 235,823 shares are beneficially owned with shared voting and dispositive power exercised by Armistice Capital over the Master Fund's holdings. The Master Fund is described as the direct holder and retains rights to proceeds or dividends.
Key dependencies include the Investment Management Agreement that vests voting and investment discretion with Armistice Capital and the Master Fund's disclaimer of direct beneficial ownership in this context. Subsequent amendments or changes in holdings would be reported per Schedule 13 rules.
Key Figures
Reported shares beneficially owned:235,823 sharesPercent of class:9.99%Shared voting power:235,823 shares+2 more
"Armistice Capital, LLC and Steven Boyd file a Schedule 13G"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Investment Management Agreementlegal
"Armistice Capital exercises voting and investment power under an Investment Management Agreement"
An investment management agreement is a written contract that hires a professional to make buying, selling and strategy decisions for an investment account or fund, and sets out their duties, fees, risk limits, performance measures and reporting requirements. It matters to investors because the agreement determines who controls the money, how much the service costs, what risks are allowed, and how success or failure is measured—think of it as the service contract that defines expectations and remedies for a hired portfolio manager.
Beneficial ownership disclaimerregulatory
"The Master Fund specifically disclaims beneficial ownership of the securities"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does Armistice Capital report in ARTL?
Armistice Capital and Steven Boyd report beneficial ownership of 235,823 shares, equal to 9.99% of Artelo Biosciences common stock. The shares are held directly by the Master Fund, for which Armistice Capital is investment manager.
Who holds voting and investment power over the ARTL shares?
The filing states Armistice Capital exercises voting and investment power over the Master Fund's shares; Steven Boyd is identified as managing member of Armistice Capital and may be deemed to beneficially own the shares.
Does the Master Fund claim beneficial ownership of the ARTL shares?
No. The Master Fund is named as the direct holder but the filing includes a disclaimer that the Master Fund specifically disclaims beneficial ownership due to its inability to vote or dispose of the securities under the Investment Management Agreement.
Who is entitled to dividends or sale proceeds for the reported ARTL shares?
The filing states the Master Fund has the right to receive dividends or proceeds from sale of the reported securities, as disclosed in Item 6 of the Schedule 13G.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ARTELO BIOSCIENCES, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
04301G706
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
04301G706
1
Names of Reporting Persons
Armistice Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
235,823.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
235,823.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
235,823.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
04301G706
1
Names of Reporting Persons
Steven Boyd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
235,823.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
235,823.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
235,823.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ARTELO BIOSCIENCES, INC.
(b)
Address of issuer's principal executive offices:
505 Lomas Santa Fe, Suite 160, Solana Beach, CA USA
Item 2.
(a)
Name of person filing:
Armistice Capital, LLC
Steven Boyd
Collectively, the "Reporting Persons"
(b)
Address or principal business office or, if none, residence:
Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
Steven Boyd
c/o Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
(c)
Citizenship:
Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP Number(s):
04301G706
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
235,823
(b)
Percent of class:
9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
235,823
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
235,823
Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
Armistice Capital, LLC
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd - Managing Member
Date:
05/15/2026
Steven Boyd
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd
Date:
05/15/2026
Exhibit Information
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: May 15, 2026
Armistice Capital, LLC
By: /s/ Steven Boyd
Steven Boyd - Managing Member
Steven Boyd
By: /s/ Steven Boyd
