Artelo Biosciences (NASDAQ: ARTL) adds $0.25M via over-allotment

Rhea-AI Filing Summary

Artelo Biosciences, Inc. reported that its underwriter partially exercised an over-allotment option in connection with a recent equity offering. The underwriter purchased an additional 57,914 shares of common stock, providing Artelo with approximately $0.25 million in gross proceeds and about $0.24 million in net proceeds.

This follows the earlier underwritten Offering of 640,924 common shares at $4.40 per share and pre-funded warrants for up to 40,894 shares at $4.399 per warrant, which generated roughly $3 million in gross proceeds.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 11, 2025

ARTELO BIOSCIENCES, INC.

(Exact name of Company as specified in its charter)

Nevada		001-38951		33-1220924
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

505 Lomas Santa Fe, Suite 160 Solana Beach, CA USA		92075
(Address of principal executive offices)		(Zip Code)

(858) 925-7049

(Company’s telephone number, including area code)

 _______________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		ARTL		The Nasdaq Stock Market LLC

Indicate by check mark whether the Company is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

As previously disclosed, on September 4, 2025, Artelo Biosciences, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with R. F. Lafferty & Co., Inc., the sole book-running manager and underwriter (the “Underwriter”), relating to an underwritten offering (the “Offering”) of (i) 640,924 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), at a price to the public of $4.40 per share (the “Share Purchase Price”), and (ii) pre-funded warrants to purchase up to 40,894 shares of Common Stock at an exercise price of $0.001 per share (the “Pre-funded Warrants,” and, together with the Shares, the “Securities”), at a price to the public of $4.399 per Pre-funded Warrant, for aggregate gross proceeds of approximately $3,000,000, before deducting underwriting discounts and commissions and other estimated offering expenses. The Offering was closed on September 5, 2025. The Company delivered the Securities to the Underwriter on the same day.

Pursuant to the Underwriting Agreement, the Company granted the Underwriter a 45-day option (the “Over-allotment Option”) to purchase up to an additional 102,272 shares of Common Stock at the Share Purchase Price per share, less the underwriting discounts to cover over-allotments, if any.

On September 11, 2025, the Underwriter exercised the Over-allotment Option in part to purchase an additional 57,914 shares of Common Stock, generating gross proceeds to the Company of approximately $0.25 million and net proceeds of approximately $0.24 million. The closing of this exercise of the Over-allotment Option took place on the same day.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 15, 2025	ARTELO BIOSCIENCES, INC.
	/s/ Gregory D. Gorgas
	Name:	Gregory D. Gorgas
	Title:	Chief Executive Officer and President

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FAQ

What did Artelo Biosciences (ATLEW) disclose in this 8-K filing?

Artelo Biosciences disclosed that its underwriter partially exercised an over-allotment option, buying 57,914 additional common shares. This transaction delivered about $0.25 million in gross proceeds and roughly $0.24 million in net proceeds to the company.

How much capital did Artelo Biosciences (ATLEW) raise from the over-allotment exercise?

The over-allotment exercise generated approximately $0.25 million in gross proceeds for Artelo Biosciences. After underwriting discounts and related costs, the company expects to receive about $0.24 million in net proceeds from the sale of the additional 57,914 common shares.

What were the terms of Artelo Biosciences’ recent underwritten offering?

Artelo completed an underwritten offering of 640,924 common shares at $4.40 per share and pre-funded warrants for up to 40,894 shares at $4.399 each. The combined transaction provided aggregate gross proceeds of approximately $3 million before expenses.

Who managed Artelo Biosciences’ offering and over-allotment option?

R. F. Lafferty & Co., Inc. acted as the sole book-running manager and underwriter for Artelo Biosciences’ offering. Under the Underwriting Agreement, it held a 45-day over-allotment option and chose to exercise part of that option for 57,914 additional shares.

When did the over-allotment exercise and closing occur for Artelo Biosciences?

The underwriter exercised the over-allotment option on September 11, 2025. The closing of this exercise, including delivery of the 57,914 additional common shares and receipt of proceeds by Artelo Biosciences, took place on the same day according to the disclosure.