ARTL · Artelo Biosciences, Inc.

Summary

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.

Key takeaways

• Entered ELOC Purchase Agreement with Square Gate on January 30, 2026, for up to $25M initial commitment (expandable to $50M) in common stock purchases.
• Registering 4,273,519 shares for resale: 146,199 Commitment Shares (issued 35,342 common + 62,124 pre-funded warrants) valued at $500,000, plus up to 4,127,320 Put Shares.
• 736,127 shares outstanding as of March 23, 2026, post 1-for-3 reverse split effective March 10, 2026, reducing from 2,124,772.
• Phase 2a CAReS interim: ART27.13 showed 6.38% mean weight gain (n=5) vs -5.42% placebo (n=6) after 12 weeks.
• Nasdaq granted extension to March 30, 2026, to cure stockholders’ equity deficiency under Rule 5550(b)(1).
• Issued $237,300 and $113,000 bridge notes on March 12, 2026, maturing January 15, 2027, convertible upon default at greater of $0.125 or 75% of 10-day low.
• No proceeds from resale; potential $50M gross from ELOC sales for working capital.