ARTELO BIOSCIENCES, INC. 8-K

What Happened

• Artelo Biosciences, Inc. announced a securities purchase agreement entered March 27, 2026, and closed the private placement on March 30, 2026. The Offering included 81,000 shares of common stock at $3.45 per share, pre-funded warrants to purchase 3,107,407 shares (exercise $0.001), and warrants to purchase 6,376,814 shares (exercise $3.20). Each Share (or a Pre-Funded Warrant in lieu of a Share) was sold with two common warrants.
• The Offering generated gross proceeds of $10,996,902.70 (up to ~ $31.4M additional if all warrants are exercised for cash). Net proceeds were approximately $10.03 million and will be used for working capital, general corporate purposes and repayment of certain bridge debt. H.C. Wainwright acted as placement agent and received an 8% fee plus placement agent warrants to purchase 255,073 shares at $4.3125.

Key Details

• Offering dates: Purchase Agreement dated March 27, 2026; closing March 30, 2026.
• Securities issued: 81,000 common shares; pre-funded warrants for 3,107,407 shares (exercise $0.001); common warrants for 6,376,814 shares (exercise $3.20); placement agent warrants for 255,073 shares (exercise $4.3125).
• Proceeds: $10,996,902.70 gross; ~ $10.03M net. Potential additional cash of ~ $31.4M if all warrants are exercised for cash.
• Exercise limits & registration: Warrants exercisable immediately (common warrants have a 5.5-year term). Holders cannot exercise to the extent it would increase their beneficial ownership above 4.99% (or 9.99% if elected). The company must file a registration statement for resale of the registered securities within 15 days and have it declared effective within 45 days (75 days if SEC full review).

Why It Matters

• This financing provides immediate liquidity (≈$10.0M net) to fund operations, pay bridge debt and pursue corporate plans, and is intended to help the company meet Nasdaq's $2.5M stockholders’ equity requirement; Artelo believes it now has in excess of $2.5M in equity and is awaiting Nasdaq confirmation.
• Investors should note potential dilution: a large number of warrants were issued and could dilute current shareholders if exercised (and could inject up to ~$31.4M in cash if exercised). Exercise limitations, registration timing and placement-agent fees are material terms that affect resale and timing of any secondary sales.