ARTELO BIOSCIENCES, INC. 8-K

What Happened

• Artelo Biosciences, Inc. announced on its Form 8‑K that on March 12, 2026 it entered into two Securities Purchase Agreements and issued two 12% bridge notes. The company received $210,000 from Vanquish Funding Group Inc. and $100,000 from Boot Capital LLC (aggregate purchase price $310,000) in exchange for notes with aggregate principal amounts of $237,300 and $113,000 (which include original issue discounts of $27,300 and $13,000, respectively).
• The Notes mature on January 15, 2027, may be prepaid in full at any time without penalty, and the company will use proceeds for general working capital. Artelo is responsible for $10,000 of Vanquish’s due diligence and legal fees.

Key Details

• Interest rate: 12% on the bridge notes.
• Cash proceeds: $310,000 total (Vanquish $210,000; Boot $100,000). Aggregate principal stated: $350,300.
• Original issue discounts: $27,300 (Vanquish note) and $13,000 (Boot note).
• Default and conversion: upon an Event of Default, the Notes become immediately due with a mandatory prepayment equal to 150% of certain amounts and, at the Buyers’ option, may be converted into common stock; conversion price = greater of $0.125 or 75% of the lowest trading price in the prior 10 trading days. Buyers cannot convert to exceed 4.99% beneficial ownership.

Why It Matters

• This is short-term bridge financing to provide near-term liquidity (cash now, maturity Jan 15, 2027). The original‑issue discounts mean Artelo received less cash than the stated principal.
• The agreements include a high default penalty and a conversion feature that could dilute common shareholders if an Event of Default occurs; conversion pricing includes a low floor ($0.125) or a 25% discount to recent trading, subject to a 4.99% ownership cap. Investors should monitor cash burn, upcoming maturities, and any future financing or conversion events that could affect share count and stock price.