Artelo Biosciences, Inc.

Artelo Biosciences, Inc. (ARTL) is a clinical-stage biopharmaceutical company developing therapeutics targeting lipid-signaling modulation pathways, including the endocannabinoid system, for unmet needs such as cancer-related anorexia and chemotherapy-induced peripheral neuropathy (CIPN). Key pipeline includes ART27.13, a dual CB1/CB2 agonist in Phase 1b/2a CAReS trial showing 6.38% mean weight gain versus -5.42% placebo loss in interim data; ART26.12, FABP5 inhibitor with Phase 1 completed in 2025 demonstrating safety; and ART12.11, CBD cocrystal with enhanced pharmacokinetics. Incorporated in Nevada in 2011, headquartered in Solana Beach, CA, the company is pre-revenue with no mature products, relying on licensing and R&D tax credits. This S-1 registers up to 4,273,519 shares of common stock for resale by Selling Stockholder Square Gate Capital Master Fund, LLC - Series 5, pursuant to a January 30, 2026 ELOC Purchase Agreement with up to $50 million commitment ($25M initial, optional $25M). Company receives no proceeds from resales but may access up to $50M gross from discretionary sales to Square Gate at 95% of VWAP for working capital and general corporate purposes. Post 1-for-3 reverse split effective March 10, 2026, 736,127 shares outstanding as of March 23, 2026. Facing Nasdaq equity deficiency (needs $2.5M by March 30, 2026) and dilution risks, Artelo seeks flexible non-dilutive financing amid clinical advancement.

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