As filed with the Securities and Exchange Commission on March 2024, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Artelo Biosciences, Inc.

(Exact name of registrant as specified in its charter)

Nevada

7389

33-1220924

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

505 Lomas Santa Fe, Suite 160

Solana Beach, CA USA

(858) 925-7049

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Gregory D. Gorgas

Chief Executive Officer and President

505 Lomas Santa Fe, Suite 160

Solana Beach, CA USA

(858) 925-7049

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Louis A. Bevilacqua		Morris C. Zarif, Esq.
Bevilacqua PLLC		Zarif Law Group P.C.
1050 Connecticut Ave., NW		808 Springwood Avenue
Suite 500		Suite 110
Washington, DC 20036		Asbury Park, NJ 07711
(202)869-0888		(732) 755-0146

Louis A. Bevilacqua, Esq.

Bevilacqua PLLC

1050 Connecticut Avenue, NW, Suite 500

Washington, DC 20036

(202) 869-0888

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period with any new or revised accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to such Section 8(a) may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated March 24, 2026

PRELIMINARY PROSPECTUS

Subject to completion, dated March 20, 2026

Artelo Biosciences, Inc.

~~1,641,587~~UP ~~Shares~~TO ~~of Common Stock or Pre-Funded Warrants to Purchase 1~~4,~~641~~273,~~587~~519 ~~Shares~~SHARES ofOF ~~Common~~COMMON ~~Stock,~~STOCK

~~Placement~~This ~~Agent~~prospectus ~~Warrants~~relates to ~~Purchase~~the resale from time to time by Square Gate Capital Master Fund, LLC - Series 5 (“Square Gate” or the “Selling Stockholder”) of up to ~~131~~4,~~327~~273,519 ~~Shares~~shares of our common stock, par value $0.001 per share (the “Common Stock”), pursuant to the Equity Purchase Agreement, dated as of January 30, 2026 (the “ELOC Purchase Agreement”), consisting of:

and

	(1)	up to 146,199 shares issued or issuable to Square Gate as commitment shares (the “Commitment Shares”), consisting of: (A) 35,342 shares of Common Stock issued to Square Gate, (B) 62,124 shares of Common Stock issuable upon exercise of pre-funded warrants issued to Square Gate at an exercise price of $0.003 per share (the “Pre-Funded Warrants”), and (C) up to 48,733 shares of Common Stock issuable to Square Gate as True-Up Commitment Shares (as defined below); and

	(2)	up to 4,127,320 shares of Common Stock (the “Put Shares”) that may be issued and sold by us to Square Gate from time to time pursuant to the ELOC Purchase Agreement at a purchase price equal to: (A) for sales effected through delivery of a regular put notice (each such sale, a “Regular Put”), 95% of the lowest daily volume weighted average price (“VWAP”) of our Common Stock during the three consecutive trading days following delivery of such put notice to Square Gate, or (B) for sales effected through delivery of an intraday put notice (each such sale, an “Intraday Put”), 95% of the lowest traded price of our Common Stock during the applicable intraday valuation period.

UpWe are not selling any securities under this prospectus and will not receive any of the proceeds from the sales of our Common Stock by Square Gate. However, we may receive up to 1$50,~~772~~000,~~914~~000 ~~Shares~~in aggregate gross proceeds from sales of our Common Stock ~~Underlying~~we may elect to make to Square Gate pursuant to the ~~Pre-Funded~~ELOC ~~Warrants~~Purchase Agreement after the date of this prospectus. See the section of this prospectus entitled “Offering” for a description of the transactions and ~~Placement~~the ~~Agent~~section ~~Warrants~~entitled “Selling Stockholder” for additional information about the Selling Stockholder.

WeSquare ~~are~~Gate ~~offering~~may onsell aor ~~best~~otherwise ~~efforts~~dispose ~~basis~~of upour toCommon ~~1,641,587~~Stock ~~shares~~described ofin ~~our~~this ~~common~~prospectus ~~stock,~~in ~~par~~a ~~value~~number ~~$0.001~~of ~~per~~different ~~share,~~ways and at anvarying ~~assumed~~prices. ~~public~~See ~~offering~~“Plan ~~price~~ of ~~$7.31,~~Distribution” ~~which~~for ~~was~~more information about how the ~~last~~Selling ~~reported~~Stockholder ~~sale~~may ~~price~~sell or otherwise dispose of our ~~common~~Common ~~stock~~Stock onpursuant ~~The~~to ~~Nasdaq~~this ~~Capital~~prospectus. ~~Market~~Square ~~tier~~Gate ofis ~~the~~an ~~Nasdaq~~“underwriter” ~~Stock~~within ~~Market~~the ~~LLC~~meaning of Section 2(~~“Nasdaq”~~a)(11) onof ~~March~~the 18Securities Act of 1933, ~~2026.~~as amended (the “Securities Act”).

We ~~are~~will ~~also~~pay ~~offering~~the toexpenses ~~those~~incurred ~~purchasers, if any, whose purchase of shares of our common stock~~ in ~~this~~registering ~~offering~~under ~~would otherwise result in such purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at~~ the ~~election~~Securities ofAct the ~~purchaser,~~offer ~~9.99%)~~and ofsale ~~our outstanding shares~~ of common stock immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses, pre-funded warrants to purchase shares of common stock in lieu of shares of common stock that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our ~~outstanding~~Common ~~shares~~Stock ~~of common stock. The purchase price of each pre-funded warrant will be equal~~ to ~~the~~which ~~price~~this ~~per~~prospectus ~~share~~relates ofby ~~common stock being sold to~~ the ~~public~~Selling ~~in this offering~~Stockholder, ~~minus~~including ~~$0.001,~~legal and ~~the~~accounting ~~exercise price of each pre-funded warrant will be $0~~fees.~~001~~ ~~per~~See ~~share.~~“Plan ~~The pre-funded warrants will be immediately exercisable and may be exercised at any time until all~~ of ~~the pre-funded warrants are exercised in full~~Distribution. For each pre-funded warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis. The shares of common stock issuable from time to time upon exercise of the pre-funded warrants are also being offered by this prospectus.

Our ~~common~~shares ~~stock~~of isCommon ~~listed~~Stock onare ~~Nasdaq~~currently ~~under~~listed ~~the~~on ~~symbol “ARTL.”~~ The ~~last~~Nasdaq ~~reported~~Capital ~~sales~~Market ~~price~~tier of ~~our shares of common stock on March 18, 2026 was $7.31 per share.~~ The ~~actual~~Nasdaq ~~public~~Stock ~~offering~~Market ~~price~~LLC ~~per~~(“Nasdaq”) ~~share~~under ~~or per pre-funded warrant, as~~ the ~~case~~symbol ~~may~~“ARTL.” ~~be,~~On ~~will~~March ~~be determined between us~~20, ~~the placement agent and the investors in the offering~~2026, ~~and may be at a discount to~~ the ~~current~~closing ~~market~~sale price of ~~our~~shares ~~common stock. Therefore, the assumed public offering price used throughout this prospectus may not be indicative~~ of ~~the~~our ~~final~~Common ~~offering~~Stock ~~price.~~was ~~There is no established public trading market for the pre-funded warrants, and we do not expect such a market to develop~~$7. ~~In addition, we do not intend to apply for a listing of the pre-funded warrants on any national securities exchange or other nationally recognized trading system~~97.

iYou should read this prospectus, together with additional information described under the heading “Where You Can Find More Information” carefully before you invest in any of our securities.

The shares of common stock and pre-funded warrants will be offered at a fixed price and are expected to be issued in a single closing. There is no minimum number of securities or minimum aggregate amount of proceeds for this offering to close. However, notwithstanding the foregoing, the shares of our common stock underlying any pre-funded warrants will be offered on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended. This offering will be completed not later than [ ], 2026, and we will deliver all securities to be issued in connection with this offering delivery versus payment or receipt versus payment, as the case may be, upon receipt of investor funds received by us. Accordingly, neither we nor the placement agent have made any arrangements to place investor funds in an escrow account or trust account since the placement agent will not receive investor funds in connection with the sale of the securities offered hereunder.

We have engaged Craft Capital Management LLC (the “placement agent” or “Craft Capital”) to act as our exclusive placement agent in connection with this offering. The placement agent has agreed to use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus. The placement agent is not purchasing or selling any of the securities we are offering, and the placement agent is not required to arrange the purchase or sale of any specific number or dollar amount of securities. Because there is no minimum offering amount required as a condition to closing in this offering, the actual offering amount, placement agent’s fee and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts described throughout this prospectus. We have agreed to pay the placement agent, the placement agent fees set forth in the table below and to provide certain other compensation to the placement agent. See “Plan of Distribution” for more information regarding these arrangements.

We are a “smaller reporting company” as defined under the federal securities laws and, as such, we may continue to elect to comply with certain reduced public company reporting requirements in future reports.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 1110 of this prospectus, asand ~~well as the risk factors contained~~ in ~~our most recent Annual Report on Form 10-K for~~ the ~~year~~other ~~ended~~documents ~~December~~that ~~31,~~are ~~2025,~~incorporated ~~any~~by ~~subsequent~~reference ~~Annual~~into ~~Reports~~this onprospectus ~~Form~~before ~~10-K,~~purchasing any ~~subsequent~~of ~~Quarterly~~the ~~Reports~~shares onoffered ~~Form 10-Q, which are incorporated~~ by ~~reference into~~ this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per Share

Per Pre- Funded Warrant

Total(2)

Public offering price

Placement agent fees(1)

Proceeds, before expenses, to us

	(1)	The placement agent fees shall be 8.0% of the gross proceeds of the securities sold by us in this offering. In addition, we have agreed to issue to the placement agent, on the applicable closing date of this offering, warrants in an amount equal to 8.0% of the aggregate number of shares of common stock and pre-funded warrants sold by us in this offering (the “Placement Agent Warrants”). See “Plan of Distribution” for a description of compensation payable to the placement agent and “Description of Securities–Placement Agent Warrants” for additional information regarding the Placement Agent Warrants.
	(2)	Because there is no minimum number of securities or amount of proceeds required as a condition to closing in this offering, the actual public offering amount, placement agent fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above. For more information, see “Plan of Distribution.”

Delivery of the securities offered hereby is expected to be made on or about [ ], 2026, subject to satisfaction of certain customary closing conditions.

Craft Capital Management LLC

The date of this prospectus is [ ], 2026

TABLE OF CONTENTS

		Page
SUMMARY		12
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		8
RISK FACTORS		10
RISK FACTORS		9
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		15
USE OF PROCEEDS		13
THE ELOC PURCHASE AGREEMENT		15
DIVIDEND POLICY		13
USE OF PROCEEDS		20
CAPITALIZATION		14
DIVIDEND POLICY		21
DILUTION		16
SELLING STOCKHOLDER		21
PRINCIPAL STOCKHOLDERS		17
DESCRIPTION OF SECURITIES WE ARE OFFERING		19
PLAN OF DISTRIBUTION		23
LEGAL MATTERS		27
PRINCIPAL STOCKHOLDERS		25
EXPERTS		27
DESCRIPTION OF CAPITAL STOCK		27
WHERE YOU CAN FIND MORE INFORMATION		27
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS		30
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		28
LEGAL MATTERS		33
EXPERTS		33
WHERE YOU CAN FIND MORE INFORMATION		33
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		34

iii

Table of Contents

ABOUT THIS PROSPECTUS

~~Unless~~As used in this prospectus, unless the context ~~clearly~~otherwise ~~indicates~~requires ~~otherwise~~or indicates, references into ~~this~~“the ~~prospectus~~Company,” to “we,” “our,” “~~ours~~ourselves,” “us,” ~~the “Company”~~ and “Artelo” refer to Artelo Biosciences, Inc.

This prospectus is part of a registration statement ~~on Form S-1~~ that we filed with the Securities and Exchange Commission (the “SEC”), ~~for~~under which the ~~offering~~Selling Stockholder may, from time to time, sell the securities described in this prospectus in one or more offerings or otherwise described under “Plan of Distribution.” We will not receive any proceeds from the sale by usthe Selling Stockholder of ~~our~~the securities offered by it described in this prospectus.

~~You~~We ~~should~~may ~~not~~also ~~assume~~file ~~that~~a ~~the~~prospectus ~~information~~supplement ~~contained~~or inpost-effective ~~this~~amendment ~~prospectus~~to isthe ~~accurate~~registration onstatement ~~any~~of ~~date~~which ~~subsequent~~this toprospectus ~~the~~forms ~~date~~a ~~set~~part ~~forth~~that onmay ~~the~~contain ~~front~~material ~~cover~~information ofrelating ~~this~~to ~~prospectus,~~these ~~even~~offerings. ~~though~~Such ~~this~~ prospectus issupplement ~~delivered~~ or ~~our~~post-effective ~~securities~~amendment ~~registered~~may ~~under~~also ~~the~~add, ~~registration~~update ~~statement~~or ofchange ~~which~~information contained in this prospectus ~~forms~~with arespect ~~part~~to ~~are~~that ~~sold~~offering. orIf ~~otherwise~~there ~~disposed~~is ofany oninconsistency abetween ~~later~~the ~~date.~~information Itin isthis ~~important~~prospectus ~~for~~and ~~you~~the toapplicable ~~read~~prospectus ~~and~~supplement ~~consider~~or ~~all~~post-effective ~~information~~amendment, ~~contained~~you inshould ~~this~~rely on the prospectus insupplement ~~making~~or ~~your~~post-effective ~~investment~~amendment, ~~decision~~as applicable. ~~You~~Before purchasing any securities, you should ~~also~~carefully read ~~and~~this ~~consider~~prospectus, ~~the~~any ~~information~~post-effective inamendment, ~~the~~and ~~documents~~any toapplicable ~~which~~prospectus wesupplement, ~~have~~together ~~referred~~with ~~you~~the additional information described under the ~~captions~~headings “Where You Can Find ~~Additional~~More Information” inand ~~this~~“Incorporation ~~prospectus~~by Reference.”

Neither we, nor the ~~placement~~Selling ~~agent~~Stockholder, have authorized anyone to provide you with any information or to make any representations other than ~~that~~those contained in this prospectus, orany inpost-effective ~~any~~amendment, ~~free~~or ~~writing~~any applicable prospectus wesupplement ~~may~~prepared ~~authorize~~by toor beon ~~delivered~~behalf orof ~~made~~us ~~available~~or to which we have referred you. We and the Selling Stockholder take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. ~~This~~The ~~prospectus~~Selling ~~does~~Stockholder will not ~~constitute~~make an offer to sell orthese ~~the~~securities ~~solicitation~~in ofany anjurisdiction where the offer toor ~~buy~~sale ~~any~~is ofnot ~~our~~permitted. ~~securities~~You ~~other~~should ~~than~~assume that the ~~securities~~information ~~covered~~appearing ~~hereby.~~in ~~Neither~~this weprospectus, ~~nor~~any ~~the~~post-effective ~~placement~~amendment ~~agent~~and ~~are~~any ~~making~~applicable anprospectus ~~offer~~supplement to ~~sell~~this ~~securities~~prospectus inis ~~any~~accurate ~~jurisdiction~~only inas ~~which~~of the ~~offer~~date oron ~~sale~~its isrespective ~~not~~cover ~~permitted.~~and ~~The~~that any information inincorporated ~~this~~by ~~prospectus~~reference is accurate only as of the date onof the ~~front~~document ~~cover~~incorporated ofby ~~this~~reference ~~prospectus~~or, ~~regardless~~in ofeach ~~the~~case, ~~time~~any ofearlier ~~delivery~~date ofspecified ~~this~~for ~~prospectus~~such orinformation, ofunless ~~any~~we ~~sale~~indicate ofotherwise. ~~our~~Our ~~shares~~business, offinancial ~~common~~condition, ~~stock~~results of operations and prospects may have changed since those dates. To the extent there is a conflict between the information contained in ~~any~~this ~~free~~prospectus, ~~writing~~on ~~prospectus~~the ~~that~~one wehand, ~~may~~and ~~provide~~the toinformation ~~you~~contained in ~~connection~~any ~~with~~document ~~this~~incorporated ~~offering~~by isreference ~~accurate~~filed ~~only~~with asthe ofSEC before the date of ~~that~~this ~~free~~prospectus, ~~writing~~on the other hand, you should rely on the information in this prospectus. ~~Our~~If ~~business,~~any ~~financial~~statement ~~condition~~in a document incorporated by reference is inconsistent with a statement in another document incorporated by reference having a later date, ~~results~~the ofstatement ~~operations~~in ~~and~~the ~~prospects~~document ~~may~~having ~~have~~the ~~changed~~later ~~since~~date ~~those~~modifies ~~dates~~or supersedes the earlier statement.

~~For~~This ~~investors~~prospectus ~~outside~~incorporates ~~the~~by ~~United~~reference, ~~States:~~and Weany ~~have~~post-effective ~~not~~amendment or any prospectus supplement may contain or incorporate by reference, market data and ~~the~~industry ~~placement~~statistics ~~agent~~and ~~has~~forecasts ~~not~~that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, ~~done~~we ~~anything~~have ~~that~~not ~~would~~independently ~~permit~~verified this ~~offering~~information, orand ~~possession~~we orare ~~distribution~~responsible offor all information contained in this prospectus. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any ~~jurisdiction~~post-effective ~~where~~amendment ~~action~~or ~~for~~any ~~that~~prospectus ~~purpose~~supplement ismay ~~required~~involve estimates, assumptions and other ~~than~~risks inand ~~the~~uncertainties ~~United~~and ~~States.~~are ~~Persons~~subject ~~outside~~to ~~the~~change ~~United~~based ~~States~~on ~~who~~various ~~come~~factors, ~~into~~including ~~possession~~those ofdiscussed ~~this~~under ~~prospectus~~the ~~must~~heading ~~inform~~“Risk ~~themselves~~Factors” ~~about~~contained in this prospectus, ~~and~~any ~~observe~~post-effective amendment and any ~~restrictions~~applicable ~~relating~~prospectus tosupplement, ~~the~~and ~~offering~~under ofsimilar ~~the~~headings ~~shares~~in ofother ~~common~~documents ~~stock~~that ~~and~~are ~~the~~incorporated ~~distribution~~by ofreference into this prospectus. ~~outside~~Accordingly, ofinvestors ~~the~~should ~~United~~not ~~States~~place undue reliance on this information.

WeThis ~~obtained~~prospectus contains summaries of certain ~~statistical~~provisions ~~data~~contained in some of the documents described herein, ~~market~~but ~~data~~reference ~~and~~is ~~other~~made ~~industry~~to ~~data~~the ~~and~~actual ~~forecasts~~documents ~~used~~for complete information. All of the summaries are qualified in ~~this~~their ~~prospectus~~entirety ~~from~~by ~~publicly~~the ~~available~~actual ~~information~~documents. ~~While~~Copies weof ~~believe~~some ~~that~~of the ~~statistical~~documents ~~data,~~referred ~~industry~~to ~~data~~herein have been filed, ~~forecasts~~will ~~and~~be ~~market~~filed ~~research~~or ~~are~~will ~~reliable,~~be weincorporated ~~have~~by ~~not~~reference ~~independently~~as ~~verified~~exhibits to the ~~data~~registration statement of which this prospectus is a part, and weyou domay ~~not~~obtain ~~make~~copies ~~any~~of ~~representation~~those documents as todescribed below under the ~~accuracy~~section ofentitled ~~the~~“Where ~~information~~You Can Find More Information.”

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read “~~Special~~Cautionary Note Regarding Forward- Looking Statements” and “Risk Factors”. ”

iv Table of Contents

SUMMARY This summary is not complete and does not contain all of the information that you should consider before investing in the securities offered by this prospectus. You should read this summary together with the entire prospectus carefully, including “Risk Factors” and our financial statements and the related notes incorporated by reference into this prospectus, before making an investment decision. See “Risk Factors” for a discussion of the risks involved in investing in our securities. Corporate Overview We incorporated in the State of Nevada on May 2, 2011, and are presently based in the County of San Diego, California. We are a clinical stage biopharmaceutical company focused on the development and commercialization of therapeutics that target lipid-signaling modulation pathways, including the endocannabinoid system (the “ECS”), a network of receptors and neurotransmitters that form a biochemical communication system throughout the body. Our product candidate pipeline broadly leverages leading scientific methodologies and balances risk across mechanisms of action and stages of development. Our programs represent a comprehensive approach in utilizing the power and promise of lipid signaling to develop pharmaceuticals for patients with unmet healthcare needs. We are currently developing a novel, benzimidazole dual cannabinoid (CB) agonist that targets both the CB1 and CB2 peripheral receptors. This synthetic small molecule program is a G protein-coupled receptor (“GPCR”) designated ART27.13 and was initially developed by AstraZeneca plc. We are developing ART27.13 as a potential treatment for cancer-related anorexia and it is currently in a Phase 1b/2a trial, titled the Cancer Appetite Recovery Study (“CAReS”). In an interim analysis of the on-going Phase 2a CAReS trial, patients with cancer anorexia receiving ART27.13 demonstrated a mean weight gain of over 6% compared to a 5% loss in the placebo group, while maintaining a safety profile similar to the Phase 1b despite doses up to twice the previous maximum. Currently there is no FDA approved treatment for cancer anorexia cachexia syndrome. Our second program, ART26.12 is a small molecule and the lead product candidate from our chemical library of inhibitors of fatty acid binding proteins, notably Fatty Acid Binding Protein 5 (“FABP5”). We received U.S. Food & Drug Administration (the “FDA”) clearance for our Investigational New Drug (“IND”) application for ART26.12 in July 2024 and have completed enrolment to a Phase 1 clinical trial in healthy subjects to support the development towards an agent intended to treat chemotherapy-induced peripheral neuropathy (“CIPN”). In addition, ART26.12 may have broad applications as a cancer therapeutic, as a treatment for dermatologic conditions, such as psoriasis, as a treatment for pain and inflammation, and potential use in anxiety-related disorders, including post-traumatic stress disorder. In June 2025, we announced favorable results from our first-in-human study evaluating ART26.12. The Phase 1 Single Ascending Dose (SAD) study was designed to assess the safety, tolerability, and pharmacokinetics of ART26.12 in healthy volunteers and enrolled 49 subjects. All adverse events (AEs) were mild, transient, and self-resolving. No drug-related AEs were observed in the blinded dataset, and no tolerability issues or safety signals were detected across multiple assessments (vital signs, ECGs, clinical laboratory tests, physical examinations, and visual analogue mood scales). In addition, full dose-exposure profiles were successfully explored. Plasma analysis confirmed dose-dependent, linear absorption across the evaluated range. A wide safety margin was observed between estimated therapeutic plasma concentrations and the highest exposure levels achieved, supporting potential titration for maximum efficacy in future studies. In addition to ART26.12 in CIPN, our extensive library of small molecule inhibitors of Fatty Acid Binding Proteins (“FABPs”) has shown therapeutic potential for the treatment of certain cancers, neuropathic and nociceptive pain, psoriasis, and anxiety disorders. ART12.11 is our wholly owned, proprietary cocrystal composition of cannabidiol (CBD) and tetramethylpyrazine (TMP). Isolated as a single crystalline form, ART12.11 has exhibited better pharmacokinetics and improved efficacy compared to other forms of CBD in nonclinical studies. Greatly enhanced pharmaceutical properties, including physicochemical, pharmacokinetic, and pharmacodynamic advantages have been observed with ART12.11. We believe a more consistent and improved bioavailability profile may ultimately lead to increased safety and efficacy in humans, thus making ART12.11 a preferred CBD pharmaceutical composition. The U.S. issued composition of matter patent for ART12.11 is enforceable until December 10, 2038 and has now been granted or validated in 21 additional countries. We obtained two of our patent protected product candidates through our in-licensing activities. Our first in-licensed program, ART27.13, is being developed for cancer-related anorexia. ART27.13 is a peripherally-selective high-potency dual CB1 and CB2 full-receptor agonist, which was originally invented at AstraZeneca plc. We exercised our option to exclusively license this product candidate through the NEOMED Institute (“NEOMED”), a Canadian not-for-profit corporation, renamed adMare Bioinnovations (“adMare”) in June 2019, which had obtained rights to ART27.13 from AstraZeneca plc. In Phase 1, single dose studies in healthy volunteers and a multiple ascending dose study in individuals with chronic low back pain conducted by AstraZeneca plc, ART27.13 exhibited an attractive pharmacokinetic and absorption, distribution, metabolism, and excretion profile and was well tolerated within the target exposure range. It also exhibited dose-dependent and potentially clinically meaningful increases in body weight. Importantly, the changes in body weight were not associated with fluid retention or other adverse effects and occurred at exposures without central nervous system (“CNS”) side effects. Discussions with United Kingdom (“UK”), U.S. and Canadian regulators indicated there is a potential pathway for development of ART27.13 for the treatment of cancer-related anorexia, which affects approximately 60% of advanced stage cancer patients.

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WeSUMMARY ~~commenced~~This ~~enrollment~~summary ~~and~~is ~~dosed~~not ~~the~~complete ~~first~~and ~~patient~~does innot ~~CAReS,~~contain ~~our~~all ~~Phase~~of ~~1b/2a~~the ~~clinical~~information ~~study~~that ofyou ~~cancer-related~~should ~~anorexia~~consider ~~with~~before ~~ART27.13~~investing in ~~April~~the ~~2021~~securities ~~and~~offered ~~completed~~by ~~enrolling~~this ~~patients~~prospectus. inYou ~~the~~should ~~Phase~~read 1bthis ~~during~~summary ~~the~~together ~~first~~with ~~quarter~~the ofentire ~~2023.~~prospectus ~~Data~~carefully, ~~from~~including ~~the~~“Risk ~~Phase~~Factors” 1band ~~stage~~our ~~was~~financial ~~used~~statements toand ~~determine~~ the ~~most~~related ~~effective~~notes ~~and~~incorporated ~~safe~~by ~~dose~~reference ~~selected~~into asthis ~~the~~prospectus, ~~starting~~before ~~dose~~making ~~for~~an ~~the~~investment ~~Phase~~decision. 2aSee ~~portion~~“Risk ofFactors” ~~CAReS.~~for Wea ~~received~~discussion ~~approval~~of ~~from~~ the ~~regulatory~~risks ~~authorities~~involved in ~~the~~investing ~~UK,~~in ~~Ireland~~our ~~and~~securities. ~~Norway~~Corporate toOverview ~~increase~~We ~~the~~incorporated ~~daily~~in ~~dose from~~ the ~~starting~~State ~~dose~~ of ~~650~~Nevada ~~micrograms~~on toMay 12,~~000~~ ~~micrograms~~2011, ~~after 4 weeks~~ and upare topresently ~~1,300~~based ~~micrograms initiated at 8 weeks~~ in ~~patients~~the ~~for~~County ~~whom~~of ~~intra-patient~~San ~~dose~~Diego, ~~escalation is expected to be well tolerated~~California. We ~~also~~are ~~received~~a ~~approval~~clinical ~~from the regulatory authorities to enroll 40 evaluable patients into the Phase 2a~~ stage ~~with~~biopharmaceutical acompany ~~3:1~~focused ~~randomization~~on ~~of ART27.13 to placebo. We initiated~~ the ~~Phase~~development 2aand ~~portion~~commercialization of ~~CAReS~~therapeutics ~~during~~that ~~April~~target ~~2023~~lipid-signaling ~~with~~modulation 18pathways, ~~clinical~~including ~~sites~~the ~~across~~endocannabinoid ~~five~~system ~~countries.~~(the ~~As of December 31~~“ECS”), ~~2025,~~a 32network ~~participants~~of ~~have~~receptors ~~been~~and ~~enrolled.~~neurotransmitters Onthat ~~September~~form 3,a ~~2025,~~biochemical wecommunication ~~announced~~system ~~interim~~throughout ~~results from~~ the ~~Phase 2a CAReS trial~~body. InOur ~~the~~product ~~interim~~candidate ~~analysis,~~pipeline 18broadly ~~evaluable~~leverages ~~patients—primarily~~leading ~~with~~scientific ~~lung~~methodologies and ~~gastrointestinal~~balances ~~cancers~~risk ~~not~~across ~~receiving~~mechanisms ~~cyclic~~of ~~chemotherapy—were~~action ~~included.~~and ~~After~~stages 12of ~~weeks~~development. ofOur ~~treatment~~programs inrepresent ~~patients~~a ~~who~~comprehensive ~~were~~approach ~~titrated~~in toutilizing the ~~top~~power ~~dose~~and ~~evaluated~~promise of ~~1300~~lipid ~~micrograms~~signaling ~~(n=5),~~to ~~ART27.13~~develop ~~demonstrated~~pharmaceuticals ~~compelling~~for ~~increases~~patients inwith ~~mean~~unmet ~~body~~healthcare ~~weight of 6~~needs.~~38%~~ ~~(Standard~~We ~~Deviation~~are orcurrently SDdeveloping ~~9.50)~~a ~~compared~~novel, tobenzimidazole ~~patients~~dual oncannabinoid ~~placebo~~ (~~n=6~~CB) ~~who~~agonist ~~lost~~that ~~-5.42%~~targets ~~(SD~~both ~~8.17). The maximum weight gain in~~ the ~~ART27.13~~CB1 ~~group~~and ~~reached~~CB2 ~~18.5%,~~peripheral ~~versus only 0~~receptors.4% inThis ~~placebo.~~synthetic ~~The~~small ~~maximum~~molecule ~~weight~~program ~~loss~~is ina ~~the~~G ~~placebo arm was~~ protein-~~17.4%,~~coupled ~~compared~~receptor to(“GPCR”) ~~just~~designated ~~-3.0% in the~~ ART27.13 ~~group.~~and ~~Additional~~was ~~benefits~~initially ~~were~~developed ~~seen~~by inAstraZeneca ~~lean~~plc. ~~body~~We ~~mass,~~are ~~with~~developing ~~a +4~~ART27.~~23%~~13 ~~increase~~as ~~(SD~~a ~~5.37)~~potential ~~in the~~ treatment ~~group~~for ~~versus~~cancer-related aanorexia ~~-3.15%~~and ~~loss~~it ~~(SD~~is ~~4.89)~~currently in ~~placebo~~a atPhase ~~one~~1b/2a ~~month~~trial, astitled ~~well~~the asCancer ~~qualitative~~Appetite ~~improvements~~Recovery inStudy ~~total and weekly activity scores~~(“CAReS”). ~~Safety~~In ~~results~~an ~~were~~interim ~~consistent~~analysis ~~with~~of ~~prior findings. Among~~ the 32on-going ~~participants~~Phase ~~enrolled~~2a ~~in the~~ CAReS ~~Phase 2~~ trial ~~to date~~, 7 patients ~~(22%)~~with ~~experienced~~cancer ~~adverse~~anorexia ~~events~~receiving ~~that may be related to~~ ART27.13. ~~All~~demonstrated ~~were~~a ~~mild~~mean orweight ~~moderate,~~gain ~~with~~of ~~the~~over ~~exception~~6% ofcompared to a ~~single~~5% ~~case~~loss ofin ~~severe~~the ~~malaise~~placebo group, ~~and~~while nomaintaining ~~drug-related~~a ~~serious~~safety ~~adverse~~profile ~~events~~similar ~~were~~to ~~reported.~~the ~~These~~Phase ~~data~~1b ~~are~~despite ~~aligned~~doses ~~with~~up ~~safety~~to ~~outcomes~~twice ~~observed~~the inprevious ~~Phase~~maximum. 1Currently ofthere ~~CAReS,~~is ~~supporting~~no ~~ART27.13’s~~FDA ~~overall~~approved ~~favorable~~treatment ~~tolerability~~for ~~and~~cancer ~~acceptable~~anorexia ~~safety~~cachexia ~~profile~~syndrome. Our second ~~in-licensed patented~~ program, ART26.12 is ~~being~~a ~~advanced~~small molecule and the lead product candidate from our ~~platform~~chemical library of ~~small-molecule~~ inhibitors of ~~FABPs~~fatty acid binding proteins, notably ~~FABP5.~~Fatty ~~FABPs~~Acid ~~are~~Binding ~~attractive~~Protein ~~therapeutic~~5 ~~targets,~~(“FABP5”). ~~however,~~We ~~the~~received ~~high~~U.S. ~~degree~~Food of& ~~sequence~~Drug ~~and~~Administration ~~structural~~(the ~~similarities~~“FDA”) ~~among~~clearance ~~family~~for ~~members~~our ~~made~~Investigational ~~the~~New ~~creation~~Drug of(“IND”) ~~drugs~~application ~~targeting~~for ~~specific~~ART26.12 ~~FABPs~~in ~~challenging.~~July ~~FABP5~~2024 isand ~~believed~~have tocompleted ~~specifically~~enrolment ~~target~~to ~~and~~a ~~regulate~~Phase ~~one~~1 ofclinical ~~the~~trial ~~body’s~~in ~~endogenous~~healthy ~~cannabinoids,~~subjects ~~anandamide~~to ~~(“AEA”).~~support ~~While~~the ~~searching~~development ~~for~~towards aan ~~FABP5~~agent ~~inhibitor~~intended to ~~regulate~~treat ~~AEA,~~chemotherapy-induced ~~researchers~~peripheral atneuropathy ~~Stony Brook University~~ (“~~SBU~~CIPN”). ~~discovered~~In ~~the~~addition, ~~chemistry~~ART26.12 ~~for~~may ~~creating~~have abroad ~~large~~applications ~~library~~as ofa ~~compounds~~cancer ~~which~~therapeutic, weas ~~believe~~a totreatment befor ~~highly~~dermatologic ~~specific~~conditions, ~~and~~such ~~potent~~as ~~small~~psoriasis, ~~molecule~~as ~~inhibitors~~a oftreatment ~~FABP5~~for pain and ~~other~~inflammation, ~~isoforms.~~and Wepotential ~~licensed~~use ~~the~~in ~~rights to world~~anxiety-~~wide~~related ~~intellectual~~disorders, ~~property~~including inpost-traumatic ~~all~~stress ~~fields~~disorder. ~~and~~In ~~certain~~June ~~know-how~~2025, towe ~~these~~announced ~~inhibitors~~favorable results from ~~SBU.~~our ~~Our~~first-in-human ~~lead~~study ~~FABP5~~evaluating ~~inhibitor program is designated~~ ART26.12. ~~Preclinical~~The ~~research~~Phase ~~with~~1 ~~ART26.12~~Single ~~showed~~Ascending ~~evidence~~Dose of(SAD) ~~activity~~study inwas ~~multiple~~designed ~~pain~~to ~~models~~assess ~~including~~the ~~osteoarthritis~~safety, ~~cancer bone pain~~tolerability, and ~~neuropathic~~pharmacokinetics ~~pain~~of ART26.12 ~~Based~~in ~~upon~~healthy ~~positive~~volunteers ~~preclinical~~and ~~evidence~~enrolled ~~from~~49 ~~five~~subjects. ~~separate~~All ~~studies~~adverse ~~showing~~events ~~promising~~(AEs) ~~activity~~were ~~and~~mild, atransient, ~~differentiated~~and ~~mechanism~~self-~~of-action~~resolving. ~~for~~No ~~the~~drug-related ~~prevention~~AEs ~~and~~were ~~treatment~~observed ofin ~~painful~~the ~~neuropathies~~blinded dataset, ~~including diabetic neuropathy~~ and ~~CIPN,~~no wetolerability ~~prioritized~~issues ~~CIPN~~or assafety ~~the~~signals ~~initial~~were ~~indication~~detected ~~for~~across ~~development~~multiple ofassessments ~~ART26.12.~~(vital ~~Treatment~~signs, ~~and/or~~ECGs, ~~prevention~~clinical oflaboratory ~~CIPN~~tests, isphysical ~~a significant unmet need~~examinations, ~~often~~and ~~resulting~~visual inanalogue ~~anti-cancer~~mood ~~treatment~~scales). ~~delays~~In ~~or discontinuations~~addition, ~~and~~full ~~there~~dose-exposure ~~are~~profiles ~~currently~~were nosuccessfully ~~approved~~explored. ~~treatments~~Plasma ~~for~~analysis ~~CIPN~~confirmed bydose-dependent, ~~the~~linear ~~regulatory~~absorption ~~authorities~~across in the ~~U.S.,~~evaluated ~~UK or EU~~range. WeA ~~submitted~~wide ansafety ~~IND~~margin ~~application~~was ~~for~~observed ~~ART26.12~~between toestimated ~~the~~therapeutic ~~FDA~~plasma onconcentrations ~~June 10, 2024,~~ and ~~received~~the ahighest ~~study~~exposure ~~may~~levels ~~proceed~~achieved, ~~notice~~supporting ~~from~~potential ~~the~~titration ~~FDA~~for onmaximum ~~July~~efficacy 8,in ~~2024~~future studies. ~~First-in-human~~In ~~studies~~addition ~~for~~to ART26.12 ~~began~~ in Q4CIPN, ofour ~~2024~~extensive ~~and~~library weof ~~successfully~~small ~~completed~~molecule ~~dosing~~inhibitors ~~all~~of 48Fatty ~~healthy~~Acid ~~volunteers~~Binding ~~planned~~Proteins ~~for~~(“FABPs”) ~~the~~has ~~Phase~~shown 1therapeutic ~~Single~~potential ~~Ascending~~for ~~Dose study at~~ the ~~end~~treatment of ~~April~~certain ~~2025.~~cancers, Inneuropathic ~~addition~~and tonociceptive ~~its potential as a synthetic endocannabinoid modulator with development targeting~~ pain, ~~inflammation~~psoriasis, ~~dermatologic~~and ~~conditions~~anxiety ~~such~~disorders. asART12.11 ~~psoriasis, FABP5~~ is ~~understood~~our towholly ~~play~~owned, anproprietary ~~important~~cocrystal ~~role~~composition inof ~~lipid~~cannabidiol ~~signaling~~(CBD) and istetramethylpyrazine ~~believed~~(TMP). toIsolated beas ana ~~attractive~~single ~~strategy~~crystalline ~~for~~form, ~~drug development in oncology~~ART12.11 ~~Large~~has ~~amounts~~exhibited ofbetter ~~human~~pharmacokinetics ~~biomarker~~ and ~~animal~~improved ~~model~~efficacy ~~data~~compared ~~support~~to ~~FABP5~~other asforms anof ~~oncology~~CBD ~~target,~~in ~~including~~nonclinical ~~triple~~studies. ~~negative~~Greatly ~~breast~~enhanced ~~cancer~~pharmaceutical properties, ~~ovarian~~including ~~cancer~~physicochemical, ~~cervical cancer~~pharmacokinetic, and ~~castration-resistant~~pharmacodynamic ~~prostate~~advantages ~~cancer.~~have ~~Through~~been ~~our~~observed ~~sponsored~~with ~~research~~ART12.11. weWe ~~have~~believe ~~also~~a ~~subsequently~~more ~~identified~~consistent aand ~~potential~~improved ~~role~~bioavailability ~~for~~profile ~~FABP5~~may ~~inhibition~~ultimately lead to ~~treat~~increased ~~anxiety~~safety ~~disorders~~and efficacy in humans, ~~such~~thus asmaking ~~Post~~ART12.11 ~~Traumatic~~a ~~Stress~~preferred ~~Disorder~~CBD ~~(“PTSD”)~~pharmaceutical composition. WeThe ~~have~~U.S. ~~been~~issued ~~awarded~~composition aof ~~research~~matter ~~grant~~patent infor ~~Canada~~ART12.11 tois ~~expand~~enforceable onuntil ~~our~~December ~~earlier~~10, ~~research~~2038 atand ~~the~~has ~~University~~now ofbeen ~~Western~~granted ~~Ontario~~or validated in ~~this~~21 ~~new~~additional ~~development area~~countries.

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InWe ~~addition~~obtained totwo of our patent protected product candidates through our in-licensing activities. Our first in-licensed ~~programs~~program, weART27.13, ~~have~~is ~~internal~~being ~~discovery~~developed ~~research~~for ~~initiatives~~cancer-related anorexia. ART27.13 is a peripherally-selective high-potency dual CB1 and CB2 full-receptor agonist, which ~~resulted~~was inoriginally ~~ART12~~invented at AstraZeneca plc.11 We exercised our option to exclusively license this product candidate through the NEOMED Institute (“NEOMED”), a ~~proprietary~~Canadian ~~cocrystal~~not-for-profit ~~composition~~corporation, ofrenamed ~~CBD~~adMare ~~and~~Bioinnovations ~~TMP.~~(“adMare”) ~~The~~in ~~crystal~~June ~~structure~~2019, ofwhich ~~CBD~~had isobtained ~~known~~rights to ~~exhibit~~ART27.13 ~~solid~~from ~~polymorphism~~AstraZeneca plc. In Phase 1, orsingle ~~the~~dose ~~ability~~studies toin ~~manifest~~healthy volunteers and a multiple ascending dose study in ~~different~~individuals ~~forms~~with chronic low back pain conducted by AstraZeneca plc, ART27.13 ~~Polymorphism~~exhibited ~~can~~an ~~adversely~~attractive ~~affect~~pharmacokinetic ~~stability~~and absorption, ~~dissolution~~distribution, metabolism, and ~~bioavailability~~excretion ofprofile aand ~~drug~~was ~~product~~well tolerated within the target exposure range. It also exhibited dose-dependent and ~~thus~~potentially ~~may~~clinically ~~affect~~meaningful ~~its~~increases ~~quality,~~in ~~safety~~body weight. Importantly, the changes in body weight were not associated with fluid retention or other adverse effects and ~~efficacy~~occurred at exposures without central nervous system (“CNS”) side effects. ~~Based~~Discussions ~~upon~~with ~~our~~United ~~research~~Kingdom (“UK”), weU.S. ~~believe~~and ~~our~~Canadian ~~CBD~~regulators ~~cocrystal~~indicated ~~exists~~there asis a ~~single~~potential ~~crystal~~pathway ~~form~~for ~~and~~development asof ~~such~~ART27.13 isfor ~~anticipated~~the totreatment ~~have~~of ~~advantages~~cancer-related ~~over~~anorexia, ~~other~~which ~~solid~~affects ~~forms~~approximately 60% of ~~CBD~~advanced ~~that~~stage ~~exhibit~~cancer ~~polymorphism~~patients. ~~Emerging~~We ~~data~~commenced ~~demonstrates~~enrollment ~~potential~~and ~~advantages~~dosed ofthe ~~this~~first ~~single~~patient ~~crystal~~in ~~structure~~CAReS, ~~including~~our ~~improved~~Phase ~~stability,~~1b/2a ~~solubility,~~clinical study of cancer-related anorexia with ART27.13 in April 2021 and acompleted ~~more~~enrolling ~~consistent~~patients ~~absorption~~in ~~profile~~the Phase 1b during the first quarter of 2023. WeData ~~believe~~from ~~these~~the ~~features~~Phase ~~have~~1b ~~contributed~~stage was used to adetermine ~~more~~the ~~consistent~~most effective and ~~improved~~safe ~~bioavailability~~dose selected as the starting dose for the Phase 2a portion of CAReS. We received approval from the regulatory authorities in the UK, Ireland and ~~pharmacokinetic~~Norway ~~profile~~to ~~which~~increase ~~may~~the ~~ultimately~~daily ~~lead~~dose from the starting dose of 650 micrograms to ~~improved~~1,000 ~~safety~~micrograms ~~and~~after ~~efficacy~~4 inweeks ~~human~~and ~~therapeutics~~up to 1,300 asmicrograms ~~already~~initiated ~~demonstrated~~at 8 weeks in ~~animal~~patients ~~studies.~~for ~~Presently,~~whom weintra-patient ~~have~~dose ~~two~~escalation Uis expected to be well tolerated.S. ~~patents,~~We ~~one~~also ~~pending~~received Uapproval from the regulatory authorities to enroll 40 evaluable patients into the Phase 2a stage with a 3:1 randomization of ART27.S13 to placebo. ~~patent~~We ~~application,~~initiated ~~six~~the ~~foreign~~Phase ~~patents~~2a ~~(Australia~~portion of CAReS during April 2023 with 18 clinical sites across five countries. As of December 31, ~~Brazil~~2025, ~~China~~32 participants have been enrolled. On September 3, ~~Mexico~~2025, ~~Japan~~we ~~and~~announced ~~Taiwan)~~interim ~~and~~results ~~three~~from ~~pending~~the ~~foreign~~Phase ~~patent~~2a ~~applications~~CAReS ~~(Canada,~~trial. ~~Europe~~In the interim analysis, ~~and~~18 ~~South~~evaluable ~~Korea)~~patients-primarily ~~directed~~with tolung ~~our~~and ~~cocrystal~~gastrointestinal ~~composition~~cancers ofnot ~~CBD~~receiving cyclic chemotherapy-were included. ~~Composition~~After ~~claims~~12 ~~are~~weeks ~~generally~~of ~~known~~treatment in ~~the~~patients ~~pharmaceutical~~who ~~industry~~were astitrated to the ~~most~~top ~~desired~~dose ~~type~~evaluated of ~~intellectual~~1300 ~~property~~micrograms ~~and~~(n=5), ~~should~~ART27.13 ~~provide~~demonstrated ~~for~~compelling ~~long~~increases ~~lasting~~in ~~market~~mean ~~exclusivity~~body ~~for~~weight ~~our~~of ~~synthetic~~6.38% ~~CBD~~(Standard ~~cocrystal~~Deviation ~~drug~~or ~~product~~SD ~~candidate~~9.50) Incompared ~~addition,~~to ~~due~~patients toon ~~the~~placebo ~~reasons~~(n=6) ~~outlined~~who ~~above,~~lost we-5.42% ~~believe~~(SD ~~that~~8.17). ~~our~~The ~~synthetic~~maximum ~~CBD~~weight ~~cocrystal~~gain ~~will~~in ~~continue~~the toART27.13 ~~demonstrate~~group areached ~~superior~~18.5%, ~~set~~versus ofonly ~~pharmaceutical~~0.4% ~~properties~~in placebo. The maximum weight loss in the placebo arm was -17.4%, compared to ~~non~~just -~~cocrystal~~3.0% ~~CBD~~in ~~compositions~~the ART27.13 Wegroup. ~~plan~~Additional tobenefits ~~develop~~were ~~ART12~~seen in lean body mass, with a +4.1123% ~~for~~increase ~~multiple~~(SD ~~potential~~5.37) ~~indications~~in ~~where~~the ~~CBD~~treatment ~~has~~group ~~shown~~versus ~~activity~~a of-3.15% ~~such~~loss ~~anxiety~~(SD ~~disorders,~~4.89) ~~including~~in ~~PTSD,~~placebo ~~depression~~at one month, ~~and~~as ~~other~~well ~~possible~~as ~~uses~~qualitative ~~such~~improvements asin ~~epilepsy~~total and ~~insomnia~~weekly activity scores. WeSafety ~~are~~results ~~developing~~were ~~our~~consistent ~~product~~with ~~candidates~~prior infindings. ~~accordance~~Among ~~with~~the ~~traditional~~32 ~~regulated~~participants ~~drug~~enrolled ~~development~~in ~~standards~~the ~~and~~CAReS ~~expect~~Phase 2 trial to ~~make~~date, ~~them~~7 ~~available~~patients (22%) experienced adverse events that may be related to ~~patients~~ART27.13. ~~via~~All ~~prescription~~were mild or ~~physician~~moderate, ~~orders~~with ~~only~~the ~~after~~exception ~~obtaining~~of ~~marketing~~a ~~authorization~~single ~~from~~case aof ~~country~~severe malaise, and no drug-related serious adverse events were reported. These data are aligned with safety outcomes observed in Phase 1 of CAReS, supporting ART27.13’s ~~regulatory~~overall ~~authority,~~favorable ~~such~~tolerability asand ~~the~~acceptable ~~FDA~~safety profile. Our ~~management~~second ~~team~~in-licensed ~~has~~patented ~~experience~~program ~~developing~~is being advanced from our platform of small-molecule inhibitors of FABPs, ~~commercializing~~notably FABP5. FABPs are attractive therapeutic targets, however, the high degree of sequence and ~~partnering~~structural ~~ethical~~similarities ~~pharmaceutical~~among ~~products,~~family ~~including~~members ~~several~~made ~~first-in-class~~the ~~therapeutics~~creation of drugs targeting specific FABPs challenging. ~~Based~~FABP5 ~~upon~~is ~~our~~believed ~~current~~to ~~management’s~~specifically ~~capabilities~~target and ~~the~~regulate ~~future~~one ~~talent~~of wethe ~~may~~body’s ~~attract~~endogenous cannabinoids, weanandamide ~~plan~~(“AEA”). While searching for a FABP5 inhibitor to ~~retain~~regulate ~~rights~~AEA, researchers at Stony Brook University (“SBU”) discovered the chemistry for creating a large library of compounds which we believe to ~~internally~~be ~~develop~~highly specific and ~~commercialize~~potent ~~products;~~small ~~however,~~molecule weinhibitors ~~may~~of ~~seek~~FABP5 ~~collaborations~~and ~~with~~other ~~partners~~isoforms. inWe licensed the ~~biopharmaceutical~~rights ~~industry~~to ~~when~~world-wide aintellectual ~~partnering~~property ~~strategy~~in ~~serves~~all tofields ~~maximize~~and ~~value~~certain ~~for~~know-how ~~our~~to ~~stockholders~~these inhibitors from SBU.

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Risk Factor Summary Investing in our securities involves a high degree of risk. You should carefully consider the risks described in the section entitled “Risk Factors” below, as well as other information and risk factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as updated or supplemented on our Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, including our financial statements and the related notes, and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” any of which may be relevant to decisions regarding an investment in or ownership of our securities. The occurrence of any of these risks could have a significant adverse effect on our reputation, business, financial condition, results of operations, growth and ability to accomplish our strategic objectives. Risks Related to This Offering
	·	The public offering price will be set by our board of directors and does not necessarily indicate the actual or market value of our shares of common stock.
	·	Our management will have broad discretion as to the use of the proceeds from this offering, and may not use the proceeds effectively.
	·	There is no public market for the pre-funded warrants being offered in this offering.
	·	Holders of pre-funded warrants purchased in this offering will have no rights as stockholders of shares of common stock until such holders exercise their pre-funded warrants and acquire our shares of common stock, except as set forth in the pre-funded warrants.
	·	The pre-funded warrants are speculative in nature.
	·	This is a best efforts offering, no minimum amount of securities is required to be sold, and we may not raise the amount of capital we believe is required for our business plans.
	·	You will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future.
	·	Our common stock may be delisted from Nasdaq if we fail to comply with continued listing standards.
	·	Purchasers who purchase our securities in this offering pursuant to a securities purchase agreement may have rights not available to purchasers that purchase without the benefit of a securities purchase agreement.
	·	The market price of our shares may be subject to fluctuation and volatility. You could lose all or part of your investment.

Our lead FABP5 inhibitor program is designated ART26.12. Preclinical research with ART26.12 showed evidence of activity in multiple pain models including osteoarthritis, cancer bone pain, and neuropathic pain. Based upon positive preclinical evidence from five separate studies showing promising activity and a differentiated mechanism-of-action for the prevention and treatment of painful neuropathies, including diabetic neuropathy and CIPN, we prioritized CIPN as the initial indication for development of ART26.12. Treatment and/or prevention of CIPN is a significant unmet need, often resulting in anti-cancer treatment delays or discontinuations, and there are currently no approved treatments for CIPN by the regulatory authorities in the U.S., UK or EU. We submitted an IND application for ART26.12 to the FDA on June 10, 2024 and received a study may proceed notice from the FDA on July 8, 2024. First-in-human studies for ART26.12 began in Q4 of 2024 and we successfully completed dosing all 48 healthy volunteers planned for the Phase 1 Single Ascending Dose study at the end of April 2025. In addition to its potential as a synthetic endocannabinoid modulator with development targeting pain, inflammation, dermatologic conditions such as psoriasis, FABP5 is understood to play an important role in lipid signaling and is believed to be an attractive strategy for drug development in oncology. Large amounts of human biomarker and animal model data support FABP5 as an oncology target, including triple negative breast cancer, ovarian cancer, cervical cancer, and castration-resistant prostate cancer. Through our sponsored research we have also subsequently identified a potential role for FABP5 inhibition to treat anxiety disorders, such as Post Traumatic Stress Disorder (“PTSD”). We have been awarded a research grant in Canada to expand on our earlier research at the University of Western Ontario in this new development area.

In addition to our in-licensed programs, we have internal discovery research initiatives which resulted in ART12.11, a proprietary cocrystal composition of CBD and TMP. The crystal structure of CBD is known to exhibit solid polymorphism, or the ability to manifest in different forms. Polymorphism can adversely affect stability, dissolution, and bioavailability of a drug product and thus may affect its quality, safety, and efficacy. Based upon our research, we believe our CBD cocrystal exists as a single crystal form and as such is anticipated to have advantages over other solid forms of CBD that exhibit polymorphism. Emerging data demonstrates potential advantages of this single crystal structure, including improved stability, solubility, and a more consistent absorption profile. We believe these features have contributed to a more consistent and improved bioavailability and pharmacokinetic profile which may ultimately lead to improved safety and efficacy in human therapeutics, as already demonstrated in animal studies.

Presently, we have two U.S. patents, one pending U.S. patent application, six foreign patents (Australia, Brazil, China, Mexico, Japan and Taiwan) and three pending foreign patent applications (Canada, Europe, and South Korea) directed to our cocrystal composition of CBD. Composition claims are generally known in the pharmaceutical industry as the most desired type of intellectual property and should provide for long lasting market exclusivity for our synthetic CBD cocrystal drug product candidate. In addition, due to the reasons outlined above, we believe that our synthetic CBD cocrystal will continue to demonstrate a superior set of pharmaceutical properties compared to non-cocrystal CBD compositions. We plan to develop ART12.11 for multiple potential indications where CBD has shown activity of such anxiety disorders, including PTSD, depression, and other possible uses such as epilepsy and insomnia.

We are developing our product candidates in accordance with traditional regulated drug development standards and expect to make them available to patients via prescription or physician orders only after obtaining marketing authorization from a country’s regulatory authority, such as the FDA. Our management team has experience developing, commercializing, and partnering ethical pharmaceutical products, including several first-in-class therapeutics. Based upon our current management’s capabilities and the future talent we may attract, we plan to retain rights to internally develop and commercialize products; however, we may seek collaborations with partners in the biopharmaceutical industry when a partnering strategy serves to maximize value for our stockholders.

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Recent Developments We reconvened our Annual Meeting of Stockholders (the “Annual Meeting”) on January 30, 2026, which was previously convened on December 31, 2025, and then adjourned, without conducting any business, due to insufficient votes to constitute a quorum. Of the 2,018,746 shares of our Common Stock, outstanding as of the record date of December 10, 2025, 1,017,816 shares of common stock were represented at the Annual Meeting, either by proxy or by attending the virtual annual meeting, constituting, of the shares entitled to vote, approximately 50.4% of the outstanding shares of common stock. On February 2, 2026, Nasdaq’s Hearings Panel granted us an exception to cure our continued listing deficiencies, requiring that we regain compliance with Nasdaq Listing Rule 5550(b)(1) (stockholders’ equity of at least $2,500,000) by March 30, 2026, and cure our 2025 annual meeting deficiency under Nasdaq Listing Rule 5620(a). The 2025 annual meeting deficiency was cured as described above. On March 5, 2026, we filed with the Secretary of State of the State of Nevada a Certificate of Change (the “Certificate of Change”), pursuant to Nevada Revised Statutes 78.209, to effect a one-for-three (1-for-3) reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding common stock. The Reverse Split was effective as of 12:01 a.m. Eastern Time on March 10, 2026 (March 9, 2026, at 9:01 p.m. Pacific Time) (the “Effective Time”). As a result of the Reverse Split, each three (3) pre-split shares of common stock outstanding automatically combined into one (1) new share of common stock without any action on the part of the holders, and the number of outstanding shares of common stock was reduced from 2,124,772 to approximately 736,127. The number of authorized shares of common stock was reduced from 500,000,000 to 166,666,667, while the number of authorized shares of preferred stock was reduced from 69,444 to 23,148. The common stock par value of $0.001 per share remained unchanged after the Reverse Split. The Reverse Split was effected in order to improve the marketability and liquidity of the Company’s common stock. On March 12, 2026, we entered into a securities purchase agreement with Vanquish Funding Group Inc., pursuant to which we issued a 12% bridge note that matures on January 15, 2027, in the aggregate principal amount of $237,300, which includes an original issue discount of $27,300, for an aggregate purchase price of $210,000. Solely upon the occurrence and continuation of an Event of Default (as defined in the bridge note), the buyer shall have the right, but not the obligation, to convert all or any portion of the outstanding balance of the bridge note, including principal, accrued interest, and any applicable default amount, into shares of our common stock. The conversion price is the greater of (i) $0.125 and (ii) 75% of the lowest trading price of our common stock during the ten (10) trading days immediately preceding the applicable conversion date. On March 12, 2026, we entered into a securities purchase agreement with Boot Capital LLC, pursuant to which we issued a 12% bridge note that matures on January 15, 2027, in the aggregate principal amount of $113,000, which includes an original issue discount of $13,000, for an aggregate purchase price of $100,000. Solely upon the occurrence and continuation of an Event of Default (as defined in the bridge note), the buyer shall have the right, but not the obligation, to convert all or any portion of the outstanding balance of the bridge note, including principal, accrued interest, and any applicable default amount, into shares of our common stock. The conversion price is the greater of (i) $0.125 and (ii) 75% of the lowest trading price of our common stock during the ten (10) trading days immediately preceding the applicable conversion date. Corporate Information We were incorporated in the State of Nevada on May 2, 2011, as Knight Knox Development Corp. On January 19, 2017, we changed our name to Reactive Medical, Inc. and on April 14, 2017, we changed our name to Artelo Biosciences, Inc. Our principal executive office is located at 505 Loma Santa Fe, Suite 160, Solana Beach, California 92075 and our telephone number is (858) 925-7049. Our corporate website address is www.artelobio.com. Information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus. Implications of Being a Smaller Reporting Company Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter.

Risk Factor Summary Investing in our securities involves a high degree of risk. You should carefully consider the risks described in the section entitled “Risk Factors” below, as well as other information and risk factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as updated or supplemented on our quarterly reports on Form 10-Q or current reports on Form 8-K, including our financial statements and the related notes, and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” any of which may be relevant to decisions regarding an investment in or ownership of our securities. The occurrence of any of these risks could have a significant adverse effect on our reputation, business, financial condition, results of operations, growth and ability to accomplish our strategic objectives. We have organized the description of these risks into groupings in an effort to enhance readability, but many of the risks interrelate or could be grouped or ordered in other ways, so no special significance should be attributed to the groupings or order below. Risks Related to This Offering

	·	It is not possible to predict the actual number of shares of the Common Stock we will sell under the ELOC Purchase Agreement to Square Gate, or the actual gross proceeds resulting from those sales.

	·	The sale and issuance of our Common Stock to Square Gate will cause dilution to our existing shareholders, and the sale of Common Stock acquired by Square Gate or the perception that such sales may occur could cause the price of our Common Stock to fall.

	·	Square Gate will pay less than the then-prevailing market price for the Common Stock, which could cause the price of the Common Stock to decline.

	·	Our management team will have broad discretion over the use of the net proceeds from the sales of our Common Stock to Square Gate, if any, and investors may not agree with how we use the proceeds and the proceeds may not be invested successfully.

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The Offering
Risks Related to our Business and Product Candidates
Shares offered by us	1,641,587 shares of common stock at a price of $7.31 per share.
	·	We will need to raise additional financing to support our business objectives. We cannot be sure we will be able to obtain additional financing on terms favorable to us when needed, or at all. If we are unable to obtain additional financing to meet our needs, our operations may be adversely affected or terminated.
Pre-funded warrants offered by us	We are also offering to those purchasers, if any, whose purchase of shares of common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common stock immediately following the consummation of this offering, the opportunity to purchase, if such purchasers so choose, pre-funded warrants to purchase shares of common stock in lieu of shares of common stock that would otherwise result in any such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common stock. The purchase price of each pre-funded warrant will equal the public offering price at which the shares of common stock are being sold to the public in this offering, minus $0.001, and the exercise price of each pre-funded warrant will be $0.001 per share. The pre-funded warrants will be immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full. For each pre-funded warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis. This prospectus also relates to the offering of the shares of common stock issuable upon exercise of the pre-funded warrants.
	·	We are currently receiving Research and Development, or R&D, tax credits from the UK in connection with our clinical trials being conducted in the UK. With effect for accounting periods starting on or after April 1, 2024, expenditure on certain staffing costs in connection with activities which take place outside the UK as part of our clinical trials, will not qualify for R&D tax credits unless restrictive conditions are met.
Shares of common stock to be outstanding after this offering	2,377,714 shares of common stock (assuming the sale of all shares of common stock covered by this prospectus and no sale of pre-funded warrants, no exercise of the Placement Agent Warrants included in this offering and no exercise of outstanding options issued under our equity incentive plans, and based on 736,127 shares outstanding as of March 18, 2026).
	·	If we fail to comply with our obligations under our patent licenses with third parties, we could lose license rights that are vital to our business.
Placement Agent Warrants	We have agreed to issue to the placement agent the Placement Agent Warrants, which are initially exercisable to purchase up to 131,327 shares of common stock, as a portion of the compensation payable to the placement agent in connection with this offering, assuming a public offering price of $7.31 per share of common stock, which was the last reported sale price of our common stock on Nasdaq on March 18, 2026. The Placement Agent Warrants will be exercisable upon issuance at an exercise price equal to $7.31 per share of common stock (or 100% of the assumed public offering price per share). See “Description of Securities–Placement Agent Warrants” and “Plan of Distribution”.
	·	Changes in regulatory requirements or other unforeseen circumstances may impact the timing of the initiation or completion of our clinical trials.
Best efforts offering	We have agreed to offer and sell the securities offered hereby directly to the purchasers. We have retained Craft Capital to act as our exclusive placement agent to use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus. The placement agent is not required to buy or sell any specific number of the securities offered hereby. See “Plan of Distribution” beginning on page 40 of this prospectus.
	·	We face many of the risks and difficulties frequently encountered by relatively new companies with respect to our operations.
Use of proceeds	Assuming we sell all securities offered pursuant to this prospectus, we estimate the net proceeds from this offering will be approximately $10.8 million, based on an assumed public offering price of $7.31 per share (the last reported sale price of our shares of common stock on Nasdaq on March 18, 2026), after deducting placement agent fees and estimated offering expenses payable by us. However, this is a best efforts offering with no minimum number of securities or amount of proceeds as a condition to closing, and we may not sell all or any of these shares or pre-funded warrants offered pursuant to this prospectus; as a result, we may receive significantly less in net proceeds. We intend to use the net proceeds of this offering for working capital and general corporate purposes. See “Use of Proceeds” on page 13 of this prospectus for more information.
	·	We have no mature product candidates and may not be successful in licensing any.
Dividend policy	We have never declared or paid any cash dividends on our shares of common stock. We do not anticipate paying any cash dividends in the foreseeable future.
	·	Even if we are successful in licensing lead product candidates, resource limitations may limit our ability to successfully develop them.
Risk factors	You should carefully consider the risk factors described in the section of this prospectus entitled “Risk Factors,” together with all of the other information included in this prospectus, before deciding to purchase our securities.
Risks Related to our Intellectual Property
Market and trading symbol	Our shares of common stock are traded on Nasdaq under the symbol “ARTL.” We do not intend to list the pre-funded warrants on Nasdaq or any other national securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of the pre-funded warrants will be limited.
	·	If we are unable to obtain and maintain patent protection for our products, our competitors could develop and commercialize products and technology similar or identical to our product candidates, and our ability to successfully commercialize any product candidates we may develop, and our science may be adversely affected.
	·	Obtaining and maintaining our patent protection depends on compliance with various procedural measures, document submissions, fee payments and other requirements imposed by government patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.
	·	We may be subject to claims challenging the inventorship of our patents and other intellectual property.
	·	Intellectual property rights do not necessarily address all potential threats.
	·	Intellectual property litigation could cause us to spend substantial resources and distract our personnel from their normal responsibilities.
Risks Related to our Common Stock
	·	Our Common Stock may be delisted from Nasdaq if the Company cannot maintain compliance with Nasdaq’s continued listing requirements.
	·	Any market activity involving short selling or other market making activities could result in negative impact to the market price for our Common Stock.
	·	We have never paid dividends on our capital stock, and we do not anticipate paying dividends in the foreseeable future.
	·	The market price of our shares may be subject to fluctuation and volatility. You could lose all or part of your investment.

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Assumptions Used Throughout This Prospectus Unless otherwise stated in this prospectus, the total number of shares of common stock outstanding as of the date of this prospectus and after this offering is based on 736,127 shares of common stock outstanding as of March 18, 2025 (giving effect to the one-for-three reverse stock split of our common stock effected on March 10, 2026), and excludes the following:
	·	75,998 shares of our common stock issuable upon the exercise of options or restricted stock awards granted under our 2018 Equity Incentive Plan (the “2018 Plan”), with a weighted-average exercise price of $33.09 per share;
	·	466,263 shares of our common stock issuable upon the exercise of warrants, with a weighted-average exercise price of $16.89 per share issued prior to January 2026;
	·	41,089 shares of common stock issuable upon the voluntary conversion of convertible notes issued in our October 2025 private placement;
	·	35,857 shares of our common stock reserved for future issuance under our 2018 Plan;
	·	62,124 shares of our common stock issuable upon the exercise of pre-funded warrants issued pursuant to our Equity Purchase Agreement, dated as of January 30, 2026 (the “ELOC Purchase Agreement”), at an exercise price of $0.003 per share; and
	·	up to $25 million in shares of common stock that may be issued and sold by us pursuant to the ELOC Purchase Agreement, which at the Company’s sole discretion can be increased by an additional $25 million once the initial $25 million is exhausted.
Except as otherwise noted, all information in this prospectus reflects and assumes (i) no sale or issuance of pre-funded warrants in this offering, which, if sold, would reduce the number of shares of common stock that we are offering on a one-for-one basis, (ii) no exercise of outstanding options issued under our equity incentive plans, and (iii) no exercise of any of our outstanding warrants or the Placement Agent Warrants.

January 2026 ELOC Offering

On January 30, 2026, we entered into the ELOC Purchase Agreement with Square Gate, pursuant to which the Company has the right, but not the obligation, to direct Square Gate to purchase up to $25 million (the “Initial Commitment Amount”) in shares of Common Stock, which at the Company’s sole discretion can be increased by an additional $25 million once the Initial Commitment Amount has been exhausted (the “Maximum Commitment Amount”), subject to the terms and conditions contained in the ELOC Purchase Agreement (the “Square Gate Purchase Shares”).

In consideration for Square Gate’s execution and delivery of the ELOC Purchase Agreement, the Company issued 35,342 shares of Common Stock and 62,124 Pre-Funded Warrants to purchase 62,124 shares of Common Stock to Square Gate (the “Commitment Shares”), having an aggregate value, as of January 30, 2026, of $500,000. The Commitment Shares were issued as a commitment fee (the “Commitment Fee”) for no cash consideration and were deemed fully earned on the date of the ELOC Purchase Agreement. Square Gate may elect to receive Pre-Funded Warrants exercisable at $0.003 per share (permitting cashless exercise with no expiration date) (the “Pre-Funded Warrants”) in lieu of shares of Common Stock. A total of 97,466 Commitment Shares were issued, consisting of 35,342 shares of Common Stock and Pre-Funded Warrants to purchase 62,124 shares of Common Stock. The number of Commitment Shares was calculated by dividing $500,000 by the closing price of the Common Stock on the Trading Day (as defined in the ELOC Purchase Agreement, generally meaning any day on which Nasdaq is open for trading) preceding the Execution Date (the “Initial Commitment Share Reference Price”). If the closing price of our Common Stock on or around the effectiveness of this registration statement (the “True-Up Commitment Share Reference Price”) is less than the Initial Commitment Share Reference Price, we will be required to issue additional shares (the “True-Up Commitment Shares”) so that the aggregate number of Commitment Shares equals $500,000 divided by the True-Up Commitment Share Reference Price. The Commitment Shares and any True-Up Commitment Shares may be resold by Square Gate immediately upon the effectiveness of this registration statement, which could exert downward pressure on our stock price. In addition, the Company is responsible for up to $35,000 of Square Gate’s customary due diligence and legal fees in connection with the ELOC Purchase Agreement.

Concurrently with the execution of the ELOC Purchase Agreement, the Company and Square Gate also entered into a Registration Rights Agreement, dated as of January 30, 2026 (the “Registration Rights Agreement”), pursuant to which the Company agreed to file with the SEC a registration statement within 30 calendar days of the ELOC Purchase Agreement, and to have such registration statement declared effective by the SEC within 60 calendar days of the ELOC Purchase Agreement (the “Initial Registration Statement”), to register under the Securities Act the offer and resale by Square Gate of all the Square Gate Purchase Shares that may be issued and sold by the Company to Square Gate from time to time under the ELOC Purchase Agreement and the Commitment Shares (collectively, the “Registrable Securities”). The Company must also file one or more additional registration statements for the resale of the Registrable Securities if necessary.

During the term of the ELOC Purchase Agreement, the Company may direct Square Gate to purchase a certain portion of the Initial Commitment Amount (“Regular Put Amount”) by delivering a notice (“Put Notice”) to Square Gate. The Company shall, in its sole discretion, select the Regular Put Amount requested by the Company in each Put Notice. However, each requested Regular Put Amount may not exceed the lesser of (i) 100% of the average of the Average Daily Trading Volume (as defined in the ELOC Purchase Agreement) of the Common Stock over the five trading days preceding the trading day that a Put Notice is deemed delivered (the “Put Date”), (ii) thirty percent (30%) of the daily trading volume over the applicable Put Date, or (iii) $500,000, subject to waiver by Square Gate in its sole discretion. The purchase price to be paid by Square Gate for the Regular Put Amount will be 95% of the lowest daily VWAP (as defined in the ELOC Purchase Agreement) of the Common Stock during the three trading days immediately following the applicable Put Date (the “Regular Valuation Period”).

During a Regular Valuation Period, the Company may submit one or more Put Notices to Square Gate, subject to Square Gate’s written acceptance, which shall state a number of additional shares of Common Stock (“Intraday Put Shares”) that the Company desires to sell to Square Gate on that same trading day. The purchase price to be paid by Square Gate for the Intraday Put Shares will be 95% of the lowest traded price during the Intraday Valuation Period (as defined in the ELOC Purchase Agreement). The maximum amount of Intraday Put Shares shall be 4.99% of the number of shares of Common Stock outstanding on the date of delivery of applicable Put Notice, which may be waived by Square Gate in its sole discretion.

Each Put Notice is subject to the following limitations: (1) the Company may not conduct a sale under the ELOC Purchase Agreement to the extent that the effect would be the purchase and sale of an aggregate number of shares of Common Stock that would exceed 19.99% of the outstanding shares of Common Stock as of the date of the ELOC Purchase Agreement (the “Exchange Cap”), until either the Company obtains the requisite stockholder approval for issuances in excess of the Exchange Cap or the average price of all applicable sales equals or exceeds $5.13 per share, and (2) no Put Notice may cause the aggregate number of shares of Common Stock beneficially owned (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, by Square Gate and its affiliates as a result of previous issuances and sales of shares of Common Stock to Square Gate under the ELOC Purchase Agreement to exceed 4.99% of the then issued and outstanding shares of Common Stock.

The Company will be prohibited from conducting any Variable Rate Transaction (as defined in the ELOC Purchase Agreement) without the prior written consent of Square Gate from any Put Date until the end of any Standstill Period (as defined in the ELOC Purchase Agreement); provided, however, that the Company may effect sales pursuant to a customary “at-the-market” facility with a FINRA-registered broker-dealer as sales agent.

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~~SPECIAL~~The ~~NOTE~~description ~~REGARDING~~of ~~FORWARD~~the ELOC Purchase Agreement, pre-~~LOOKING~~funded ~~STATEMENTS~~warrants, and the Registration Rights Agreement are not complete and are qualified in their entirety by reference to the equity purchase agreement, form of pre-funded warrant, and registration rights agreement, which were filed as exhibits to our Current Report on Form 8-K, filed on February 5, 2026. See “Where You Can Find More Information” and “Information Incorporated by Reference.” The representations, warranties and covenants made by us in such agreements were made solely for the benefit of the parties to such agreements, including, in some cases, for the purpose of allocating risk among the parties thereto, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were made as of an earlier date. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Recent Developments We reconvened our Annual Meeting of Stockholders (the “Annual Meeting”) on January 30, 2026, which was previously convened on December 31, 2025, and then adjourned, without conducting any business, due to insufficient votes to constitute a quorum. Of the 673,008 shares of our Common Stock, outstanding as of the record date of December 10, 2025, 339,272 shares of Common Stock were represented at the Annual Meeting, either by proxy or by attending the virtual annual meeting, constituting, of the shares entitled to vote, approximately 50.4% of the outstanding shares of Common Stock. On February 2, 2026, Nasdaq’s Hearings Panel granted us an exception to cure our continued listing deficiencies, requiring that we regain compliance with Nasdaq Listing Rule 5550(b)(1) (stockholders’ equity of at least $2,500,000) by March 30, 2026, and cure our 2025 annual meeting deficiency under Nasdaq Listing Rule 5620(a). The 2025 annual meeting deficiency was cured as described above. On March 5, 2026, we filed with the Secretary of State of the State of Nevada a Certificate of Change (the “Certificate of Change”), pursuant to Nevada Revised Statutes 78.209, to effect a one-for-three (1-for-3) reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding common stock. The Reverse Split was effective as of 12:01 a.m. Eastern Time on March 10, 2026 (March 9, 2026, at 9:01 p.m. Pacific Time) (the “Effective Time”). As a result of the Reverse Split, each three (3) pre-split shares of common stock outstanding automatically combined into one (1) new share of common stock without any action on the part of the holders, and the number of outstanding shares of common stock was reduced from 2,124,772 to approximately 736,127. The number of authorized shares of common stock was reduced from 500,000,000 to 166,666,667, while the number of authorized shares of preferred stock was reduced from 69,444 to 23,148. The common stock par value of $0.001 per share remained unchanged after the Reverse Split. The Reverse Split was effected in order to improve the marketability and liquidity of the Company’s common stock. On March 12, 2026, we entered into a securities purchase agreement with Vanquish Funding Group Inc., pursuant to which we issued a 12% bridge note that matures on January 15, 2027, in the aggregate principal amount of $237,300, which includes an original issue discount of $27,300, for an aggregate purchase price of $210,000. Solely upon the occurrence and continuation of an Event of Default (as defined in the bridge note), the buyer shall have the right, but not the obligation, to convert all or any portion of the outstanding balance of the bridge note, including principal, accrued interest, and any applicable default amount, into shares of our common stock. The conversion price is the greater of (i) $0.125 and (ii) 75% of the lowest trading price of our common stock during the ten (10) trading days immediately preceding the applicable conversion date. On March 12, 2026, we entered into a securities purchase agreement with Boot Capital LLC, pursuant to which we issued a 12% bridge note that matures on January 15, 2027, in the aggregate principal amount of $113,000, which includes an original issue discount of $13,000, for an aggregate purchase price of $100,000. Solely upon the occurrence and continuation of an Event of Default (as defined in the bridge note), the buyer shall have the right, but not the obligation, to convert all or any portion of the outstanding balance of the bridge note, including principal, accrued interest, and any applicable default amount, into shares of our common stock. The conversion price is the greater of (i) $0.125 and (ii) 75% of the lowest trading price of our common stock during the ten (10) trading days immediately preceding the applicable conversion date. Corporate Information We were incorporated in the State of Nevada on May 2, 2011, as Knight Knox Development Corp. On January 19, 2017, we changed our name to Reactive Medical, Inc. and on April 14, 2017, we changed our name to Artelo Biosciences, Inc. Our principal executive office is located at 505 Loma Santa Fe, Suite 160, Solana Beach, California 92075 and our telephone number is (858) 925-7049. Our corporate website address is www.artelobio.com. Information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus. Implications of Being a Smaller Reporting Company Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Common Stock held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Common Stock held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter.

This prospectus and the information incorporated by reference contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available. This section should be read in conjunction with our financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025. The statements contained or incorporated by reference in this prospectus that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Forward-looking statements can be identified by words such as “believe,” “anticipate,” “may,” “might,” “can,” “could,” “continue,” “depends,” “expect,” “expand,” “forecast,” “intend,” “predict,” “plan,” “rely,” “should,” “will,” “may,” “seek,” or the negative of these terms and other similar expressions, although not all forward-looking statements contain these words. You should read these statements carefully because they discuss future expectations, contain projections of future results of operations or financial condition, or state other “forward-looking” information. These statements relate to our future plans, objectives, expectations, intentions and financial performance and the assumptions that underlie these statements.

These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including, but not limited to, those described in “Risk Factors.” These forward-looking statements reflect our beliefs and views with respect to future events and are based on estimates and assumptions as of the date of this prospectus and are subject to risks and uncertainties. We discuss many of these risks in greater detail in the section entitled “Risk Factors” and elsewhere in this prospectus, including the information incorporated by reference. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We qualify all of the forward-looking statements in this prospectus by these cautionary statements. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, whether as a result of new information, future events or otherwise.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

This prospectus and the information incorporated by reference also contains estimates, projections and other information concerning our industry, our business, and the markets for certain diseases, including data regarding the estimated size of those markets. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained this industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data, and similar sources.

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The Offering

Shares of Common Stock Offered by the Selling Stockholder		Up to 4,273,519 shares of Common Stock, consisting of (i) up to 146,199 Commitment Shares issued or issuable to Square Gate and (ii) up to 4,127,320 shares that we may elect, in our sole discretion, to issue and sell to Square Gate under the ELOC Purchase Agreement, from time to time after the date of this prospectus and during the term of the ELOC Purchase Agreement.

Selling Stockholder		Square Gate Capital Master Fund, LLC - Series 5, a series limited liability company organized in the state of Delaware.

Use of proceeds		We will not receive any proceeds from any sale of the shares being offered for sale by the Selling Stockholder. We may receive up to $50,000,000 in aggregate gross proceeds under the ELOC Purchase Agreement from sales of Common Stock that we may elect to make to Square Gate pursuant to the ELOC Purchase Agreement, if any, from time to time in our sole discretion. See “Use of Proceeds” for additional information.

Dividend policy		We have never declared or paid any cash dividends on our shares of Common Stock. We do not anticipate paying any cash dividends in the foreseeable future.

Risk factors		You should carefully consider the risk factors described in the section of this prospectus entitled “Risk Factors,” together with all of the other information included in this prospectus, before deciding to purchase our shares of Common Stock.

Market and trading symbol		Our shares of Common Stock are traded on The Nasdaq Capital Market tier of Nasdaq under the symbol “ARTL.”

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RISK FACTORS

An investment in our securities involves a high degree of risk. Our business, financial condition or results of operations could be materially and adversely affected by any of these risks. If any of these risks occur, the value of our shares of ~~common~~Common ~~stock~~Stock and our other securities may decline. Before making your investment decision, you should carefully consider the risks together with all of the other information contained or incorporated by reference in this prospectus, including any risks in the section entitled “Risk Factors” contained in any supplements to this prospectus, in our Annual Report on Form 10-K filed with the SEC on February 24, 2026, as updated or supplemented on our Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and in our subsequent filings with the SEC. Each of the referenced risks and uncertainties could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our securities. Additional risks not known to us or that we believe are immaterial may also adversely affect our business, operating results and financial condition and the value of an investment in our securities. These disclosures reflect our beliefs and opinions as to factors that could materially and adversely affect us and our securities in the future. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.

Risks Related to This Offering

~~The~~It ~~public~~is ~~offering~~not ~~price~~possible ~~will~~to bepredict ~~set~~the byactual ~~our~~number ~~board~~of shares of ~~directors~~the ~~and~~Common ~~does~~Stock ~~not~~we ~~necessarily~~will ~~indicate~~sell under the ~~actual~~ELOC Purchase Agreement to Square Gate, or ~~market~~the ~~value~~actual ofgross ~~our~~proceeds ~~shares~~resulting offrom ~~common~~those ~~stock~~sales.

~~Our~~On ~~board~~January of30, ~~directors~~2026, orwe aentered ~~committee~~into ~~designated by~~ the ~~board~~ELOC ofPurchase ~~directors,~~Agreement ~~will~~with ~~approve~~Square ~~the~~Gate, ~~public~~pursuant ~~offering~~to ~~price~~which ~~and~~Square ~~other~~Gate ~~terms~~has ofcommitted ~~this~~to ~~offering~~purchase ~~after~~up ~~considering~~to $25,000,000 ~~among~~of ~~other~~our ~~things:~~Common ~~the~~Stock ~~current~~(which ~~market~~at ~~price~~our ofsole ~~our~~discretion ~~shares~~can ofbe ~~common~~increased ~~stock;~~by ~~trading~~an ~~prices~~additional of$25,000,000 ~~our~~once ~~common~~the ~~stock~~initial ~~over~~commitment ~~time;~~amount ~~the~~has ~~volatility~~been ofexhausted, ~~our~~for ~~shares~~a ofmaximum ~~common~~commitment ~~stock;~~amount ~~our~~of ~~current~~up ~~financial~~to ~~condition~~$50,000,000), ~~and~~subject ~~the~~to ~~prospects~~certain ~~for~~limitations ~~our~~and ~~future~~conditions ~~cash~~set ~~flows;~~forth in the ~~availability~~ELOC ofPurchase ~~and~~Agreement. ~~likely~~The ~~cost~~Common ofStock ~~capital~~that ofmay ~~other~~be ~~potential~~issued ~~sources~~under ofthe ~~capital;~~ELOC ~~the~~Purchase ~~characteristics~~Agreement ofmay ~~interested~~be ~~investors~~sold ~~and~~by ~~market~~us ~~and~~to ~~economic~~Square ~~conditions~~Gate at ~~the~~our ~~time~~discretion offrom ~~the~~time ~~offering.~~to ~~The~~time ~~public~~during ~~offering~~the ~~price~~commitment isperiod ~~not~~under ~~intended~~the toELOC ~~bear~~Purchase ~~any~~Agreement ~~relationship~~(the to“Commitment ~~the~~Period”), ~~book~~which ~~value~~commenced ofon ~~our~~January ~~assets~~30, or2026, ~~our~~and ~~past~~ends ~~operations,~~on ~~cash~~the ~~flows,~~earlier ~~losses,~~of ~~financial~~(i) ~~condition,~~the ~~net~~date ~~worth~~on orwhich ~~any~~Square ~~other~~Gate ~~established~~has ~~criteria~~purchased ~~used~~shares equal to ~~value~~the ~~securities.~~maximum ~~The~~commitment ~~public~~amount, ~~offering~~(ii) ~~price~~January ~~may~~30, ~~not~~2029, beor ~~indicative~~(iii) termination of the ~~fair~~ELOC ~~value~~Purchase ofAgreement ~~the~~in ~~common~~accordance ~~stock~~with its terms.

~~Our~~We ~~management~~generally ~~will~~ have ~~broad~~the ~~discretion~~right as to control the ~~use~~timing and amount of any sales of our Common Stock to Square Gate under the ~~proceeds~~ELOC ~~from~~Purchase ~~this~~Agreement. ~~offering~~Sales of our Common Stock, if any, to Square Gate under the ELOC Purchase Agreement will depend upon market conditions and other factors to be determined by us. We may ~~not~~ultimately ~~use~~decide to sell to Square Gate all, some or none of our Common Stock that may be available for us to sell to Square Gate pursuant to the ~~proceeds~~ELOC ~~effectively~~Purchase Agreement.

~~Our~~Because ~~management~~the ~~will~~purchase ~~have~~price ~~broad~~per ~~discretion~~share asto be paid by Square Gate for our Common Stock that we may elect to ~~the~~sell ~~application~~to ofSquare Gate under the ~~net~~ELOC ~~proceeds~~Purchase ~~from~~Agreement, ~~this~~if ~~offering~~any, ~~and~~will ~~could~~fluctuate ~~use~~based ~~them~~on ~~for~~the ~~purposes~~market ~~other~~prices ~~than~~of ~~those~~our ~~contemplated~~Common Stock at the time ofwe ~~the~~elect ~~offering.~~to ~~Currently,~~sell weshares ~~intend~~ to ~~use~~Square Gate pursuant to the ~~net~~ELOC ~~proceeds~~Purchase ~~from~~Agreement, ~~this~~if ~~offering~~any, ~~primarily~~it ~~for~~is ~~working~~not ~~capital~~possible ~~and~~for ~~general~~us ~~corporate~~to ~~purposes.~~predict, ~~See~~as ~~“Use~~of the date of ~~Proceeds.”~~this ~~You~~prospectus ~~will~~and ~~not~~prior ~~have~~to ~~the~~any ~~opportunity~~such sales, asthe ~~part~~number of ~~your~~our ~~investment~~Common ~~decision,~~Stock that we will sell to ~~assess~~Square ~~whether~~Gate ~~these~~under ~~proceeds~~the ~~are~~ELOC ~~being~~Purchase ~~used~~Agreement, ~~appropriately.~~the ~~Our~~purchase ~~management~~price ~~may~~per ~~use~~share ~~the~~that ~~net~~Square ~~proceeds~~Gate will pay for ~~corporate~~shares ~~purposes~~purchased ~~that~~from ~~may~~us ~~not~~under ~~improve~~the ~~our~~ELOC ~~financial~~Purchase ~~condition~~Agreement, or ~~market~~the ~~value,~~aggregate ~~which~~gross ~~could~~proceeds ~~cause~~that ~~the~~we ~~price~~will ofreceive ~~our~~from ~~shares~~those ofpurchases ~~common~~by ~~stock~~Square toGate ~~decline~~under the ELOC Purchase Agreement.

~~There~~Although isthe noELOC ~~public~~Purchase ~~market~~Agreement ~~for~~provides that we may sell up to an aggregate of $25,000,000 of our Common Stock to Square Gate (which may be increased to $50,000,000 at our sole discretion once the ~~pre-funded~~initial ~~warrants~~commitment amount has been exhausted), up to 4,273,519 shares of Common Stock are being ~~offered~~registered infor resale under the registration statement that includes this ~~offering~~prospectus. The number of shares of Common Stock ultimately offered for resale by Square Gate is dependent upon the number of the shares of Common Stock, if any, we ultimately elect to sell to Square Gate pursuant to the ELOC Purchase Agreement.

~~There~~If iswe noelect ~~established~~to ~~public~~issue ~~trading~~and ~~market~~sell ~~for~~to Square Gate pursuant to the ~~pre-funded~~ELOC ~~warrants~~Purchase Agreement more Common Stock than are being ~~offered~~registered infor resale under this ~~offering,~~prospectus ~~and~~in weorder doto ~~not~~receive ~~expect~~aggregate ~~such~~gross aproceeds ~~market~~equal to ~~develop.~~the Inmaximum ~~addition~~commitment amount available under the ELOC Purchase Agreement, we dowill ~~not~~file ~~intend~~with tothe ~~apply~~SEC one or more additional registration statements to ~~list~~register under the ~~pre-funded~~Securities ~~warrants~~Act onthe resale by Square Gate of any ~~securities~~such ~~exchange~~additional orCommon ~~nationally~~Stock ~~recognized~~we ~~trading~~elect ~~system~~to sell to Square Gate from time to time under the ELOC Purchase Agreement, ~~including~~and ~~Nasdaq~~the SEC must declare such additional registration statements effective before we can sell any additional Common Stock to Square Gate under the ELOC Purchase Agreement. ~~Without~~Any anissuance ~~active~~and ~~market,~~sale by us under the ~~liquidity~~ELOC Purchase Agreement of a substantial amount of Common Stock in addition to the ~~pre-funded~~Common ~~warrants~~Stock ~~will~~being beregistered ~~limited~~for resale under this prospectus could cause additional substantial dilution to our shareholders.

9In ~~Table~~addition, pursuant to the terms of ~~Contents~~the ELOC Purchase Agreement, (i) the number of Common Stock we will sell to Square Gate under each Put Notice will not exceed the Beneficial Ownership Limitation which is 4.99% of the then total outstanding Common Stock, and (ii) the aggregate number of Common Stock we will sell to Square Gate will not exceed the “Exchange Cap” which is 19.99% of the aggregate number of shares of Common Stock issued and outstanding as of the date of the ELOC Purchase Agreement, unless (a) our stockholders have approved the issuance of shares of Common Stock in excess of the Exchange Cap, or (b) the average price of all applicable sales equals or exceeds $5.13 per share. If the market price of our Common Stock declines such that the average price of all sales falls below $5.13 per share, we may be unable to access the full commitment amount under the ELOC Purchase Agreement without first obtaining stockholder approval, which we may not be able to obtain.

~~Holders~~Our ofinability ~~pre-funded~~to ~~warrants~~access ~~purchased~~a inportion ~~this~~or ~~offering~~the ~~will~~full ~~have~~amount noavailable ~~rights~~under asthe ~~stockholders~~ELOC ofPurchase ~~shares~~Agreement, ofin ~~common~~the ~~stock~~absence ~~until~~of ~~such~~any ~~holders~~other ~~exercise~~financing ~~their pre-funded warrants and acquire our shares of common stock~~sources, ~~except~~could ashave ~~set~~a ~~forth~~material inadverse ~~the~~effect ~~pre-funded~~on ~~warrants~~our business.

Except as set forth in the pre-funded warrants, until holders of pre-funded warrants acquire our shares of common stock upon exercise of the pre-funded warrants, holders of pre-funded warrants have no rights with respect to our shares of common stock underlying such pre-funded warrants. Upon exercise of the pre-funded warrants, the holders will be entitled to exercise the rights of a stockholder of shares of common stock only as to matters for which the record date occurs after the exercise date.

The pre-funded warrants are speculative in nature.

The pre-funded warrants offered hereby do not confer any rights of share of common stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of common stock at a fixed price. Specifically, commencing on the date of issuance, holders of the pre-funded warrants may acquire the shares of common stock issuable upon exercise of such warrants at an exercise price of $0.001 per share of common stock. Moreover, following this offering, the market value of the pre-funded warrants is uncertain and there can be no assurance that the market value of the pre-funded warrants will equal or exceed their respective public offering prices. There can be no assurance that the market price of the shares of common stock will ever equal or exceed the exercise price of the pre-funded warrants, and consequently, whether it will ever be profitable for holders of the pre-funded warrants to exercise the pre-funded warrants.

This is a best efforts offering, no minimum amount of securities is required to be sold, and we may not raise the amount of capital we believe is required for our business plans.

The placement agent has agreed to use its reasonable best efforts to solicit offers to purchase the shares of common stock and pre-funded warrants in this offering. The placement agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. There is no required minimum number of securities or amount of proceeds that must be sold as a condition to completion of this offering. Because there is no minimum number of securities or amount of proceeds required as a condition to the closing of this offering, the actual offering amount, placement agent fees and proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth above. We may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to fund our business plans.

You will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future.

You will incur immediate and substantial dilution as a result of this offering. After giving effect to the sale by us of shares of common stock in this offering at an assumed public offering price of $7.31 per share, and after deducting placement agent fees and estimated offering expenses payable by us, investors in this offering can expect an immediate dilution of $4.07 per share. Additionally, to the extent that any pre-funded warrants or Placement Agent Warrants issued in this offering, any outstanding warrants, or outstanding or to be granted options to officers, directors and employees, are ultimately exercised, you will sustain future dilution. See the section entitled “Dilution” for additional information on how this offering may affect current and prospective shareholders.

We will likely need to offer and issue additional shares of our common stock or other equity or convertible debt securities in order to raise additional capital. Future equity offerings or other equity issuances may be at a price per share that is equal to or greater than the price per share paid by investors in this offering. Future investors in such offerings may have rights superior to existing stockholders, and the price per share at which we sell additional shares of common stock or other equity or convertible debt securities in future transactions may be at a higher or lower price per share than the price per share in this offering.

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~~Our~~The ~~common~~sale ~~stock~~and ~~may~~issuance beof ~~delisted~~our ~~from~~Common ~~Nasdaq~~Stock ifto weSquare ~~fail~~Gate will cause dilution to ~~comply~~our ~~with~~existing ~~continued~~shareholders, ~~listing~~and ~~standards~~the sale of Common Stock acquired by Square Gate or the perception that such sales may occur could cause the price of our Common Stock to fall.

~~Our~~The ~~common~~purchase ~~stock~~price isfor ~~currently traded on Nasdaq under~~ the ~~symbol~~Common ~~“ARTL.”~~Stock Ifthat we ~~fail~~may sell to ~~comply~~Square ~~with~~Gate ~~Nasdaq’s~~under ~~continued~~the ~~listing~~ELOC ~~standards,~~Purchase weAgreement ~~may be delisted and our common stock~~ will ~~trade,~~fluctuate ifbased ~~at all, only~~ on the ~~over-the-counter~~price ~~market,~~of ~~such~~our asCommon ~~the~~Stock. ~~OTC~~Depending ~~Bulletin~~on ~~Board or OTCQX~~ market, ~~and~~liquidity ~~then~~at ~~only~~the ~~if one or more registered broker-dealer market makers comply with quotation requirements. In addition~~time, ~~delisting~~sales of ~~our~~such ~~common~~shares ~~stock~~may ~~could~~cause ~~depress~~the ~~our~~trading ~~stock~~ price, ~~substantially limit liquidity~~ of our ~~common~~Common ~~stock~~Stock ~~and materially adversely affect our ability~~ to ~~raise capital on terms acceptable to us, or at all~~fall. ~~Further, delisting of our common stock would likely result in our common stock becoming a “penny stock” under the Exchange Act.~~

OnIf ~~May~~and ~~22,~~when ~~2025,~~ we ~~received~~do asell ~~notice~~shares ~~from~~to ~~the~~Square ~~Nasdaq staff notifying us that~~Gate, ~~because~~after ~~our~~Square ~~stockholders’~~Gate ~~equity~~has ~~was~~acquired ~~below~~the ~~$2.5~~shares, ~~million~~Square asGate ~~reported~~may onresell ~~our Quarterly Report on Form 10-Q for the quarter ended March 31~~all, ~~2025~~some, weor nonone ~~longer meet the minimum stockholders’ equity requirement for continued listing on Nasdaq under Nasdaq Rule 5550(b)(1). Pursuant to the notice and the Listing Rules~~ of ~~Nasdaq,~~those weshares ~~submitted~~at aany ~~plan~~time toor ~~regain compliance with the minimum stockholders’ equity requirement within 45 calendar days of receiving the letter~~ from ~~the~~time ~~Staff. This plan was updated and resubmitted~~ to ~~Nasdaq~~time onin ~~August~~its ~~29, 2025~~discretion. ~~The~~ ~~Nasdaq~~Therefore, ~~staff~~sales ~~determined~~to ~~that~~Square ~~the~~Gate ~~Company~~by ~~has~~us ~~not~~could ~~completed~~result ~~the capital raising that was discussed~~ in ~~the~~substantial ~~materials~~dilution ~~submitted~~ to ~~Nasdaq on July 7, 2025, and August 29, 2025, which~~ the ~~Company~~interests ~~expected~~of ~~would~~other ~~enable~~holders itof toour ~~demonstrate~~Common ~~compliance with the Rule~~Stock. ~~As a result~~Additionally, ~~on November 19, 2025,~~ the ~~Company~~sale ~~received~~of a ~~delist~~substantial ~~determination~~number ~~letter~~of ~~from~~Common ~~Nasdaq~~Stock ~~advising the Company that the Nasdaq staff had determined that the Company had not satisfied the conditions set forth in the May 22 letter~~ to ~~regain~~Square ~~compliance. The Company appealed Nasdaq’s determination to a hearing panel on January 15~~Gate, ~~2026,~~or tothe ~~stay~~anticipation ~~any~~of ~~further~~such ~~delisting actions. On February 2~~sales, ~~2026,~~could ~~the~~make ~~hearing~~it ~~panel~~more ~~issued~~difficult ~~an extension to March 30, 2026,~~ for ~~the~~us ~~Company~~ to ~~resolve~~sell ~~the~~equity ~~minimum~~or ~~shareholders’~~ equity-related ~~deficiency.~~securities ~~The~~in ~~Company~~the ~~held~~future ~~its~~at ~~annual~~a ~~meeting~~time ~~on January 30, 2026,~~ and ~~cured~~at ~~the~~a ~~annual~~price ~~meeting~~that ~~deficiency.~~we ~~Following~~might ~~the~~otherwise ~~hearing~~wish ~~panel’s extension, the Company’s Common Stock will continue~~ to ~~trade~~effect ~~on Nasdaq under the symbol “ARTL~~sales.”

~~Although~~Investors wewho ~~intend~~buy shares at different times will likely pay different prices. Pursuant to ~~use~~the ~~all~~ELOC ~~reasonable~~Purchase ~~efforts~~Agreement, we will have discretion, subject to ~~achieve~~market ~~compliance~~demand, ~~with~~to ~~all~~vary ~~Nasdaq~~the ~~listing~~timing, ~~standards~~prices, ~~there~~and ~~can~~numbers beof noshares ~~assurance~~of ~~that~~Common Stock sold to Square Gate. If and when we ~~will~~do beelect ~~able~~to sell Common Stock to ~~regain~~Square ~~compliance~~Gate ~~with~~pursuant to the ~~listing~~ELOC ~~standards~~Purchase Agreement, after Square Gate has acquired such shares, Square Gate may resell all, some or ~~that~~none weof ~~will~~such ~~otherwise~~shares beat inany ~~compliance~~time ~~with~~or ~~other~~from ~~applicable~~time ~~Nasdaq~~to ~~listing~~time ~~criteria~~in its discretion and at different prices. ~~Furthermore~~As a result, ~~Nasdaq~~investors who purchase shares from Square Gate at different times will likely pay different prices for those shares, and so may ~~delist~~experience ~~our~~different ~~common~~levels ~~stock~~of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from Square Gate as a result of future sales made by us to Square Gate at prices lower than the prices such investors paid for ~~public~~their ~~interest~~shares. ~~concerns~~In addition, ~~even~~ if we ~~are~~sell ~~able~~a substantial number of shares to ~~regain~~Square ~~compliance~~Gate under the ELOC Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with Square Gate may make it more difficult for ~~continued~~us ~~listing~~to onsell ~~Nasdaq~~equity ~~under~~or equity-related securities in the ~~listing~~future ~~requirements~~at a time and at a price that we might otherwise wish to effect such sales.

IfSquare ~~the~~Gate ~~Company~~will ispay ~~unable~~less tothan ~~maintain~~the ~~compliance~~then-prevailing ~~with Nasdaq’s continued listing requirements, delisting from The Nasdaq Capital Market or any Nasdaq~~ market ~~could make trading our Common Stock more difficult for investors, potentially leading to declines in our share~~ price ~~and liquidity. In addition, without a Nasdaq market listing, stockholders may have a difficult time getting a quote~~ for the sale or purchase of our stock, the sale or purchase of our stock would likely be made more difficult and the trading volume and liquidity of our stock could decline. Delisting from Nasdaq could also result in negative publicity and could also make it more difficult for us to raise additional capital. The absence of such a listing may adversely affect the acceptance of our Common Stock ~~as currency or the value accorded by other parties. Further~~, ifwhich ~~the Company is delisted, the Company would also incur additional costs under state blue sky laws in connection with any sales of our securities. These requirements~~ could ~~severely~~cause ~~limit~~ the ~~market~~price ~~liquidity~~ of ~~our Common Stock and~~ the ~~ability of our stockholders to sell our~~ Common Stock ~~in the secondary market. If our Common Stock is delisted by Nasdaq, our Common Stock may be eligible~~ to trade on an over-the-counter quotation system, such as the OTCQB market, where an investor may find it more difficult to sell our stock or obtain accurate quotations as to the market value of our Common Stockdecline. The Company cannot assure you that our Common Stock, if delisted from Nasdaq, will be listed on another national securities exchange or quoted on an over-the counter quotation system. If our Common Stock is delisted, it may come within the definition of “penny stock” as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and would be covered by Rule 15g-9 of the Exchange Act. That Rule imposes additional sales practice requirements on broker-dealers who sell securities to persons other than established customers and accredited investors. For transactions covered by Rule 15g-9, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Consequently, Rule 15g-9, if it were to become applicable, would affect the ability or willingness of broker-dealers to sell our securities, and accordingly would affect the ability of stockholders to sell their securities in the public market. These additional procedures could also limit our ability to raise additional capital in the future.

~~Purchasers~~The ~~who~~ purchase ~~our~~price ~~securities~~of inthe ~~this~~Common ~~offering~~Stock sold to Square Gate under the ELOC Purchase Agreement is derived from 95% of the lowest daily VWAP of the Common Stock during the three-trading day valuation period immediately following the applicable Put Date for Regular Puts, or 95% of the lowest traded price during the Intraday Valuation Period for Intraday Puts. Our Common Stock to be sold to Square Gate pursuant to the ELOC Purchase Agreement will be purchased at a ~~securities~~discounted ~~purchase~~price. ~~agreement~~As a result of the pricing structure, Square Gate may ~~have~~sell ~~rights~~the ~~not~~Common ~~available~~Stock toit ~~purchasers~~receives ~~that~~immediately ~~purchase~~after ~~without~~receipt of such shares, which could cause the ~~benefit~~price of aour ~~securities~~Common ~~purchase~~Stock ~~agreement~~to decline.

InThe ~~addition~~ELOC toPurchase ~~rights~~Agreement ~~and~~restricts ~~remedies~~our ~~available~~ability to ~~all~~engage ~~purchasers~~ in ~~this~~certain ~~offering~~equity ~~under~~financings ~~federal~~during ~~securities~~its ~~and state law~~term, ~~the~~which ~~purchasers~~may ~~that~~limit ~~enter~~our ~~into~~financing ~~a securities purchase agreement will also be able to bring claims of breach of contract against us~~flexibility. The ability to pursue a claim for breach of contract provides those investors with the means to enforce the covenants uniquely available to them under the securities purchase agreement including, but not limited to (i) timely delivery of securities, (ii) agreement to not issue any shares or securities convertible into shares for a period of days from closing of the offering, subject to certain exceptions and (iii) indemnification for breach of contract.

Under the ELOC Purchase Agreement, we have agreed not to enter into any Variable Rate Transaction (as defined in the ELOC Purchase Agreement) without Square Gate’s prior written consent from any Put Date until the end of any applicable Standstill Period. A Variable Rate Transaction generally includes any transaction in which we issue equity or debt securities at a price that varies with trading prices or is subject to reset, or any other equity line of credit or continuous offering whereby shares may be sold at a future determined price. We have also agreed not to issue any shares of Common Stock or convertible securities for a period of 20 Trading Days following the effectiveness of this registration statement, and we may not enter into any other equity line of credit agreement with any other party during the term of the ELOC Purchase Agreement without Square Gate's consent. While sales pursuant to a customary “at-the-market” facility are generally permitted, these restrictions may nevertheless limit our ability to raise additional capital through alternative equity financing arrangements during the term of the ELOC Purchase Agreement, which could have a material adverse effect on our business and financial condition if we require additional capital and are unable to access the ELOC or obtain Square Gate's consent to alternative financings.

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Our management team will have broad discretion over the use of the net proceeds from the sales of our Common Stock to Square Gate, if any, and investors may not agree with how we use the proceeds and the proceeds may not be invested successfully.

Our management team will have broad discretion as to the use of the net proceeds from our sale of our Common Stock to Square Gate, if any, and we could use such proceeds for purposes other than those contemplated at the time of commencement of this offering. Accordingly, investors will be relying on the judgment of our management team with regard to the use of those net proceeds, and investors will not have the opportunity, as part of their investment decision, to assess whether the proceeds are being used appropriately. It is possible that, pending their use, we may invest those net proceeds in a way that does not yield a favorable, or any, return for us. The failure of our management team to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flows.

Risks Related to Our Common Stock

Our Common Stock may be delisted from Nasdaq if the Company cannot maintain compliance with Nasdaq’s continued listing requirements.

In order to maintain our listing on The Nasdaq Capital Market tier of Nasdaq, the Company is required to comply with the Nasdaq requirements, which includes maintaining minimum stockholders’ equity.

On May 22, 2025, we received a notice from the Nasdaq staff notifying us that, because our stockholders’ equity was below $2.5 million as reported on our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, we no longer meet the minimum stockholders’ equity requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5550(b)(1). Pursuant to the notice and the Listing Rules of Nasdaq, we submitted a plan to regain compliance with the minimum stockholders’ equity requirement within 45 calendar days of receiving the letter from the Staff. This plan was updated and resubmitted to Nasdaq on August 29, 2025. The Nasdaq staff determined that the Company has not completed the capital raising that was discussed in the materials submitted to Nasdaq on July 7, 2025, and August 29, 2025, which the Company expected would enable it to demonstrate compliance with the Listing Rule. As a result, on November 19, 2025, the Company received a delist determination letter from Nasdaq advising the Company that the Nasdaq staff had determined that the Company had not satisfied the conditions set forth in the May 22 letter to regain compliance. Additionally, because the Company’s annual shareholder meeting on December 31, 2025, was adjourned due to a lack of a quorum, Nasdaq issued an additional deficiency notice related to the requirement for holding annual meetings. The Company appealed Nasdaq’s determination to a hearing panel on January 15, 2026, to stay any further delisting actions. On February 2, 2026, the hearing panel issued an extension to March 30, 2026, for the Company to resolve the minimum shareholders’ equity deficiency. The Company held its annual meeting on January 30, 2026, and cured the annual meeting deficiency. Following the hearing panel’s extension, the Company’s Common Stock will continue to trade on Nasdaq under the symbol “ARTL.”

Although we intend to use all reasonable efforts to achieve compliance with all Nasdaq listing standards, there can be no assurance that we will be able to regain compliance with the listing standards or that we will otherwise be in compliance with other applicable Nasdaq listing criteria. Furthermore, Nasdaq may delist our Common Stock for public interest concerns, even if we are able to regain compliance for continued listing on Nasdaq under the listing requirements. Importantly, under the ELOC Purchase Agreement, Square Gate is not obligated to purchase shares from us if our Common Stock has been suspended from trading or delisted from Nasdaq, and if we receive a final delisting notice, Square Gate may terminate the ELOC Purchase Agreement entirely. Therefore, our failure to maintain Nasdaq listing would likely result in our inability to access the financing contemplated by the ELOC Purchase Agreement.

If the Company is unable to maintain compliance with Nasdaq’s continued listing requirements, delisting from The Nasdaq Capital Market or any Nasdaq market could make trading our Common Stock more difficult for investors, potentially leading to declines in our share price and liquidity. In addition, without a Nasdaq market listing, stockholders may have a difficult time getting a quote for the sale or purchase of our stock, the sale or purchase of our stock would likely be made more difficult and the trading volume and liquidity of our stock could decline. Delisting from Nasdaq could also result in negative publicity and could also make it more difficult for us to raise additional capital. The absence of such a listing may adversely affect the acceptance of our Common Stock as currency or the value accorded by other parties. Further, if the Company is delisted, the Company would also incur additional costs under state blue sky laws in connection with any sales of our securities. These requirements could severely limit the market liquidity of our Common Stock and the ability of our stockholders to sell our Common Stock in the secondary market. If our Common Stock is delisted by Nasdaq, our Common Stock may be eligible to trade on an over-the-counter quotation system, such as the OTCQB market, where an investor may find it more difficult to sell our stock or obtain accurate quotations as to the market value of our Common Stock. The Company cannot assure you that our Common Stock, if delisted from Nasdaq, will be listed on another national securities exchange or quoted on an over-the counter quotation system. If our Common Stock is delisted, it may come within the definition of “penny stock” as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and would be covered by Rule 15g-9 of the Exchange Act. That Rule imposes additional sales practice requirements on broker-dealers who sell securities to persons other than established customers and accredited investors. For transactions covered by Rule 15g-9, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Consequently, Rule 15g-9, if it were to become applicable, would affect the ability or willingness of broker-dealers to sell our securities, and accordingly would affect the ability of stockholders to sell their securities in the public market. These additional procedures could also limit our ability to raise additional capital in the future.

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If the Company sells securities in future financings our stockholders may experience immediate dilution and, as a result, our stock price may decline.

The Company may from time-to-time issue additional shares of Common Stock at a discount from the current market price of our Common Stock, including potential sales of our equity to an institutional investor as described above. As a result, our stockholders would experience immediate dilution upon the purchase of any of our securities sold at such discount. In addition, as opportunities present themselves, the Company may enter into financing or similar arrangements in the future, including the issuance of debt securities, preferred stock or Common Stock. If the Company issues Common Stock or securities convertible into Common Stock, our common stockholders could experience additional dilution and, as a result, our stock price may decline.

Any market activity involving short selling or other market making activities could result in negative impact to the market price for our Common Stock.

Short selling is a method used to capitalize on an expected decline in the market price of a security and could depress the price of our Common Stock, which could further increase the potential for future short sales. Sales of our Common Stock could encourage short sales by market participants, which could create negative market momentum. Continued short selling may bring about a temporary, or possibly long term, decline in the market price of our Common Stock. The Company cannot predict the size of future issuances or sales of Common Stock or the effect, if any, that future issuances and sales of Common Stock will have on its market price or the activities of short sellers. Sales involving significant amounts of Common Stock, including issuances made in the ordinary course of the Company’s business, or the perception that such sales could occur, may materially and adversely affect prevailing market prices of the Common Stock.

We have never paid dividends on our capital stock, and we do not anticipate paying dividends in the foreseeable future.

We have never paid dividends on any of our capital stock and currently intend to retain any future earnings to fund the growth of our business. We may also enter into credit agreements or other borrowing arrangements in the future that will restrict our ability to declare or pay cash dividends on our Common Stock. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant. As a result, capital appreciation, if any, of the securities will be the sole source of gain, if any, for the foreseeable future.

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The market price of our shares may be subject to fluctuation and volatility. You could lose all or part of your investment.

The market price of our common stock is subject to wide fluctuations in response to various factors, some of which are beyond our control. The market price of our shares on Nasdaq may fluctuate as a result of a number of factors, some of which are beyond our control, including, but not limited to:

· actual or anticipated variations in our and our competitors’ results of operations and financial condition · changes in earnings estimates or recommendations by securities analysts, if our shares are covered by analysts; · market acceptance of our product candidates; · our obligation to use commercially reasonable efforts to use $250,000 of the net proceeds from our June 2025 private placement to purchase Solana, as required by the related purchase agreement; · development of technological innovations or new competitive products by others; · announcements of technological innovations or new products by us; · publication of the results of preclinical or clinical trials for our product candidates; · failure by us to achieve a publicly announced milestone; · delays between our expenditures to develop and market new or enhanced products and the generation of sales from those products; · developments concerning intellectual property rights, including our involvement in litigation brought by or against us; · regulatory developments and the decisions of regulatory authorities as to the approval or rejection of new or modified products; · changes in the amounts that we spend to develop, acquire or license new products, technologies or businesses; · changes in our expenditures to promote our product candidates; · our sale or proposed sale, or the sale by our significant stockholders, of our shares or other securities in the future; · changes in key personnel; · success or failure of our research and development projects or those of our competitors; · the trading volume of our shares; and · general economic and market conditions and other factors, including factors unrelated to our operating performance.

These factors and any corresponding price fluctuations may materially and adversely affect the market price of our shares and result in substantial losses being incurred by our investors. In the past, following periods of market volatility, public company stockholders have often instituted securities class action litigation. If we were involved in securities litigation, it could impose a substantial cost upon us and divert the resources and attention of our management from our business.

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USE OF PROCEEDS

Assuming we sell all shares of common stock offered pursuant to this prospectus, we estimate the net proceeds from this offering will be approximately $10.8 million, based on an assumed public offering price of $7.31 per share (the last reported sale price of our shares of common stock on Nasdaq on March 18, 2026), after deducting placement agent fees and estimated offering expenses payable by us as described in “Plan of Distribution” and excluding the proceeds, if any, from the exercise of the pre-funded warrants sold in this offering and the Placement Agent Warrants. However, this is a best efforts offering with no minimum number of securities or amount of proceeds as a condition to closing, and we may not sell all or any of these shares or pre-funded warrants offered pursuant to this prospectus; as a result, we may receive significantly less in net proceeds.

We intend to use the net proceeds of this offering for working capital and general corporate purposes.

The amounts and timing of our actual use of the net proceeds from this offering will vary depending on numerous factors, including the factors described under “Risk Factors” located elsewhere in this prospectus or in the information incorporated by reference herein or therein. As a result, our management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds from this offering.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock and do not anticipate paying any cash dividends on our common stock at any time in the foreseeable future. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on, among other factors, our financial condition, operating results, capital requirements, general business conditions, the terms of any future credit agreements and other factors that our board of directors may deem relevant. See the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q for additional information regarding our financial condition.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents, short-term investments and capitalization as of December 31, 2025:

	·	On an actual basis; and
	·	On an as adjusted basis to give effect to this offering at an assumed public offering price of $7.31 per share, which is the last reported sale price of our shares of common stock on Nasdaq on March 18, 2026, assuming no sale of any pre-funded warrants in this offering and after deducting the estimated placement agent fees and estimated offering expenses payable by us as described under “Use of Proceeds.”

The as adjusted information below is illustrative only. You should read this table together with the information contained in this prospectus and the information incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2025, including the historical financial statements and related notes included therein.

	As of December 31, 2025
	Actual			As Adjusted (Unaudited)
	(U.S. $ in thousands)
Cash and cash equivalents	$	600		$	11,400
Total current liabilities	$	4,044		$	4,044
Stockholders’ equity
Preferred Stock, par value $0.001, 23,148 shares authorized, 0 shares issued and outstanding as of December 31, 2025		-			-
Common Stock, par value $0.001, 166,666,667 shares authorized and 673,008 shares issued and outstanding as of December 31, 2025		1			3
Additional paid in capital		62,014			72,814
Accumulated deficit		(63,015	)		(63,015	)
Accumulated other comprehensive loss		(272	)		(272	)
Total stockholders’ (deficit) equity	$	(1,272	)	$	9,530

A $1.00 increase or decrease in the assumed public offering price of $7.31 per share, which is the last reported sale price of our shares of common stock on Nasdaq on March 18, 2026, would increase or decrease, as appropriate, our pro forma as-adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $1.5 million, assuming the number of shares offered by us as set forth on the cover page of this prospectus remains the same, and after deducting the estimated placement agent fees and estimated offering expenses payable by us.

Similarly, an increase or decrease of 100,000 in the number of shares offered by us, based on the assumed public offering price of $7.31 per share, would increase or decrease our pro forma as-adjusted cash and cash equivalents, total assets and total shareholders’ equity by approximately $0.7 million, after deducting the placement agent fees and estimated offering expenses payable by us. The information discussed above is illustrative only and will adjust based on the actual offering price, the actual number of units we offer in this offering, and other terms of this offering determined at pricing.

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~~The~~SPECIAL ~~table~~NOTE ~~and~~REGARDING ~~discussion above are based on 673,008 shares of common stock outstanding as of December 31, 2025 (giving effect to the one~~FORWARD-~~for-three~~LOOKING ~~reverse stock split of our common stock effected on March 10, 2026), and excludes the following:~~ STATEMENTS

·This ~~75,998~~prospectus ~~shares~~and ~~of our common stock issuable upon~~ the ~~exercise~~information ofincorporated ~~options~~by orreference ~~restricted~~contains ~~stock awards granted under the 2018 Plan, with a weighted~~forward-~~average~~looking ~~exercise~~statements ~~price~~that ofare ~~$33.09~~based ~~per~~on ~~share; · 466,263 shares of~~ our ~~common~~management’s ~~stock~~beliefs ~~issuable~~and ~~upon~~assumptions ~~the~~and ~~exercise~~on ofinformation ~~warrants,~~currently ~~with a weighted-average exercise price of $16~~available.89 ~~per~~This ~~share~~section ~~issued~~should ~~prior~~be toread ~~January~~in ~~2026;~~conjunction ·with ~~41,089~~our ~~shares~~financial ofstatements ~~common~~and ~~stock~~related ~~issuable upon the voluntary conversion of convertible~~ notes ~~issued~~included in our ~~October~~Annual ~~2025~~Report ~~private~~on ~~placement;~~Form ·10-K ~~35,857 shares of our common stock reserved~~ for ~~future issuance under our 2018 Plan; · 62,124 shares of our common stock issuable upon~~ the ~~exercise~~year ofended ~~pre-funded~~December ~~warrants issued pursuant to our ELOC Purchase Agreement~~31, ~~at an exercise price of $0~~2025.~~003~~ ~~per~~The ~~share;~~statements ~~and~~contained ·or upincorporated toby ~~$25~~reference ~~million~~ in ~~shares~~this ofprospectus ~~common stock~~ that ~~may~~are benot ~~issued~~historical ~~and~~facts ~~sold~~are byforward-looking usstatements ~~pursuant~~within to the ~~ELOC~~meaning ~~Purchase~~of ~~Agreement,~~Section ~~which~~27A atof the ~~Company’s~~Securities ~~sole~~Act ~~discretion~~of ~~can~~1933, beas ~~increased~~amended, byand anSection ~~additional~~21E ~~$25~~of ~~million~~the ~~once~~Securities ~~the~~Exchange ~~initial~~Act ~~$25~~of ~~million~~1934, isas ~~exhausted~~amended.

These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including, but not limited to, those described in “Risk Factors.” These forward-looking statements reflect our beliefs and views with respect to future events and are based on estimates and assumptions as of the date of this prospectus and are subject to risks and uncertainties. We discuss many of these risks in greater detail in the section entitled “Risk Factors” and elsewhere in this prospectus, including the information incorporated by reference. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We qualify all of the forward-looking statements in this prospectus by these cautionary statements. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, whether as a result of new information, future events or otherwise.

THE ELOC PURCHASE AGREEMENT

General

On January 30, 2026 (the “Execution Date”), we entered into the ELOC Purchase Agreement with Square Gate. Pursuant to the ELOC Purchase Agreement, we have the right to sell to Square Gate up to $25,000,000 of our Common Stock (the Initial Commitment Amount), subject to certain limitations and conditions set forth in the ELOC Purchase Agreement, from time to time during the term of the ELOC Purchase Agreement. Upon utilizing the entire Initial Commitment Amount, we have the right, at our sole discretion, to sell to Square Gate up to an additional $25,000,000 of our Common Stock, for a total potential commitment of up to $50,000,000 (the Maximum Commitment Amount). Sales of our Common Stock pursuant to the ELOC Purchase Agreement, and the timing of any sales, are solely and exclusively at our option, and we are under no obligation to sell any securities to Square Gate under the ELOC Purchase Agreement. Square Gate has no right to require us to sell any Common Stock to Square Gate, but Square Gate is obligated to make purchases at our direction subject to certain conditions.

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~~DILUTION~~In accordance with the ELOC Purchase Agreement, we have filed the registration statement that includes this prospectus with the SEC to register under the Securities Act the resale by Square Gate of the shares of our Common Stock that are issuable under the ELOC Purchase Agreement that we may elect, in our sole discretion, to issue and sell to Square Gate, from time to time during the Commitment Period under the ELOC Purchase Agreement, and the Commitment Shares issued to Square Gate in connection with the ELOC Purchase Agreement.

IfUpon ~~you~~the ~~invest~~initial insatisfaction ~~our~~of ~~securities~~the conditions to Square Gate’s purchase obligations set forth in ~~this~~the ~~offering~~ELOC Purchase Agreement, ~~your~~including ~~ownership~~that ~~interest~~the ~~will~~registration bestatement ~~diluted~~that ~~immediately~~includes tothis prospectus shall have been declared effective by the ~~extent~~SEC, ofwe will have the ~~difference~~right, ~~between~~but not the ~~public~~obligation, ~~offering~~from ~~price~~time ~~per~~to ~~share~~time ~~and~~in our sole discretion during the asCommitment ~~adjusted~~Period, ~~net~~to ~~tangible~~direct ~~book~~Square ~~value~~Gate ~~per~~to ~~share~~purchase shares of our ~~common~~Common ~~stock~~Stock ~~immediately~~by ~~after~~delivering ~~this~~a ~~offering~~Put Notice to Square Gate.

AsFrom and after the effectiveness of ~~December~~the ~~31,~~registration ~~2025~~statement, we will control the timing and amount of any sales of our ~~net~~Common ~~tangible~~Stock ~~book~~to ~~value~~Square ~~was~~Gate ~~$(3.3)~~under ~~million,~~the orELOC ~~$(4~~Purchase Agreement.~~92)~~ ~~per~~Actual ~~share~~sales of our ~~common~~Common ~~stock,~~Stock ~~based~~to ~~upon~~Square ~~673,008~~Gate ~~shares~~under ofthe ~~common~~ELOC ~~stock~~Purchase ~~outstanding~~Agreement aswill ofdepend ~~that~~on ~~date.~~a ~~Historical~~variety ~~net~~of ~~tangible~~factors ~~book~~to ~~value~~be ~~per~~determined ~~share~~by isus ~~equal~~from time to ~~our~~time, ~~total tangible assets~~including, ~~less~~among ~~total~~other ~~liabilities~~things, ~~divided~~market byconditions, the ~~number~~trading ofprice ~~outstanding shares~~ of our ~~common~~Common ~~stock.~~Stock ~~Dilution~~and ~~per~~determinations ~~share~~by us as to ~~new~~the ~~investors~~appropriate ~~purchasing~~sources ~~common~~of ~~stock~~funding infor ~~this~~our ~~offering~~business isand ~~determined~~operations. byWe ~~subtracting~~expect asthat ~~adjusted~~any ~~net~~proceeds ~~tangible~~received ~~book~~by ~~value~~us ~~per~~from ~~share~~such ~~after~~sales ~~this~~to ~~offering~~Square ~~from~~Gate ~~the~~will ~~public~~be ~~offering~~used ~~price~~for ~~per~~working ~~share~~capital ~~paid~~and bygeneral ~~new~~corporate ~~investors~~purposes.

~~After~~The ~~giving~~ELOC ~~effect~~Purchase toAgreement ~~our~~contains ~~issuance~~customary ~~and~~representations, ~~sale~~warranties, ofconditions ~~securities~~and inindemnification ~~this~~obligations ~~offering~~of atthe anparties. ~~assumed~~A ~~public~~copy ~~offering price~~ of ~~$7.31~~the ~~per~~ELOC ~~share~~Purchase ~~(the~~Agreement ~~closing~~was ~~sale~~filed ~~price~~as ofan ~~our~~exhibit ~~common~~to ~~stock~~the onCurrent ~~Nasdaq~~Report on ~~March~~Form ~~18, 2026), assuming no pre~~8-~~funded~~K ~~warrants~~we ~~are~~filed ~~sold~~on inFebruary ~~this offering and after deducting placement agent fees and estimated offering expenses payable by us~~5, ~~our pro forma as adjusted net tangible book value as of December 31~~2026, ~~2025~~has ~~would have~~ been ~~approximately~~incorporated ~~$9.5~~by ~~million,~~reference orto ~~approximately~~the ~~$4.12~~exhibit ~~per~~index ~~share.~~of ~~This~~the ~~represents~~registration anstatement ~~immediate~~that ~~increase~~includes inthis ~~actual~~prospectus ~~net tangible book value per share of $8.16 to our existing stockholders~~ and anis ~~immediate~~available ~~dilution~~electronically inon ~~actual~~the ~~net~~SEC’s ~~tangible~~website ~~book~~at ~~value per share of approximately $4~~www.~~07 to new investors purchasing units in this offering, as illustrated by the following table:~~sec.gov.

Public offering price per share	$	7.31
Net tangible book value per share as of December 31, 2025	$	(4.92	)
Increase in net tangible book value per share attributable to this offering	$	8.16
As adjusted net tangible book value per share after giving effect to this offering	$	3.24
Dilution per share to new investors participating in this offering	$	(4.07	)

Purchase of Common Stock

IfRegular we only sell 75% or 50% of the maximum offering amount, our as adjusted net tangible book value after this offering would be approximately $4.8 million or $2.1 million, respectively, and the dilution per share to investors purchasing securities in this offering would be $5.24 or $6.41, respectively, assuming no pre-funded warrants are sold and after deducting placement agent fees and estimated offering expenses payable by us.Puts

~~The~~During ~~information discussed above is illustrative only and will be adjusted based on~~ the ~~actual~~Commitment ~~public offering price~~Period, ~~the actual number of securities that~~ we offer in this offering, and other terms of this offering determined at the time of pricing. The foregoing discussion and table assumes no sale of pre-funded warrants, which if sold, would reduce the number of shares that we are offering on a one-for-one basis. In addition, we may ~~choose~~direct toSquare ~~raise~~Gate ~~additional capital due~~ to ~~market~~purchase ~~conditions~~shares ~~or strategic considerations. To the extent that additional capital is raised through the sale~~ of ~~equity~~our orCommon ~~convertible~~Stock ~~debt~~by ~~securities,~~delivering ~~the~~a ~~issuance~~Regular ofPut ~~these~~Notice ~~securities~~via ~~could~~email ~~result in further dilution~~ to ~~our~~Square ~~stockholders~~Gate.

The maximum number of shares of Common Stock we may sell to Square Gate in any single Regular Put (the “Maximum Regular Put Amount”) is the lesser of: (i) 100% of the average daily trading volume of the Common Stock over the five Trading Days preceding the applicable Put Date; (ii) 30% of the daily trading volume of the Common Stock on the applicable Put Date; or (iii) $500,000. The purchase price to be paid by Square Gate for shares purchased in a Regular Put (the “Regular Purchase Price”) will be 95% of the lowest daily VWAP of the Common Stock on Nasdaq during the Regular Valuation Period, i.e. three consecutive Trading Days immediately following the applicable Put Date.

Settlement of a Regular Put will occur two Trading Days following the end of the Regular Valuation Period, at which time Square Gate will pay the investment amount minus clearing costs by wire transfer of immediately available funds.

Intraday Puts

During any Regular Valuation Period, we may submit one or more Intraday Put Notices by email to Square Gate, requesting that Square Gate purchase Intraday Put Shares, or additional shares of Common Stock on the same Trading Day. Each Intraday Put is subject to Square Gate’s written acceptance.

The maximum number of Intraday Put Shares in any single Intraday Put (the “Maximum Intraday Put Amount”) is 4.99% of the number of shares of Common Stock outstanding on the date of delivery of the applicable Intraday Put Notice. The purchase price to be paid by Square Gate for Intraday Put Shares (the “Intraday Purchase Price”) will be 95% of the lowest traded price during the Intraday Valuation Period. The Intraday Valuation Period begins 15 minutes after the Transfer Agent's confirmation that it is processing the Intraday Put Shares for issuance, and ends based on trading volume and time thresholds as specified in the ELOC Purchase Agreement. We may deliver multiple Intraday Put Notices during a single Trading Day.

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~~The~~Commitment table and discussion above are based on 673,008 shares of common stock outstanding as of December 31, 2025 (giving effect to the one-for-three reverse stock split of our common stock effected on March 10, 2026), and excludes the following: Shares

·In ~~75,998~~consideration ~~shares~~for ofSquare ~~our~~Gate’s ~~common~~execution, ~~stock~~delivery ~~issuable~~and ~~upon~~performance under the ~~exercise~~ELOC ofPurchase ~~options~~Agreement, oron ~~restricted~~January ~~stock~~30, ~~awards~~2026, ~~granted~~we ~~under~~issued to Square Gate securities having an aggregate stated value of $500,000 as the ~~2018~~Commitment ~~Plan~~Fee, ~~with~~for awhich ~~weighted-average~~we ~~exercise~~received ~~price~~no cash consideration. The Commitment Fee was paid in the form of ~~$33~~the Commitment Shares.09 ~~per~~Specifically, ~~share;~~we ·issued ~~466~~35,~~263~~342 shares of ~~our~~Common ~~common~~Stock ~~stock~~and ~~issuable~~Pre-Funded ~~upon~~Warrants ~~the~~to ~~exercise~~purchase 62,124 shares of ~~warrants~~Common Stock, ~~with~~for a ~~weighted-average~~total ~~exercise~~of 97,466 Commitment Shares. The number of Commitment Shares issued on the Execution Date was calculated by dividing $500,000 by the closing price of the Common Stock on Nasdaq on the Trading Day immediately preceding the Execution Date ($165.8913 per share), ~~issued~~which ~~prior~~is tothe ~~January~~Initial ~~2026;~~Commitment ·Share 41Reference Price. Square Gate had the option,~~089~~ ~~shares~~at its election, to receive Pre-Funded Warrants in lieu of ~~common~~any ~~stock~~or ~~issuable~~all ~~upon~~of the ~~voluntary~~Commitment ~~conversion~~Shares. ofSquare ~~convertible~~Gate ~~notes~~elected ~~issued~~to inreceive ~~our~~62,124 ~~October~~Pre-Funded ~~2025~~Warrants ~~private~~and ~~placement;~~35,342 shares of Common Stock.

·Upon ~~35,857~~the ~~shares~~earlier of ~~our~~(i) ~~common~~the ~~stock~~Commitment ~~reserved~~Shares ~~for~~becoming ~~future~~eligible ~~issuance~~for resale under ~~our~~Rule ~~2018~~144 ~~Plan;~~or ·(ii) ~~62,124~~the ~~shares~~effectiveness of ~~our~~the ~~common~~registration ~~stock~~statement ~~issuable~~covering ~~upon~~the resale of the ~~exercise~~Commitment Shares, if the True-Up Commitment Share Reference Price is less than the Initial Commitment Share Reference Price, we will immediately issue additional True-Up Commitment Shares, for no additional cash consideration, so that the aggregate number of ~~pre~~Commitment Shares equals $500,000 divided by the True-~~funded~~Up ~~warrants~~Commitment ~~issued~~Share ~~pursuant~~Reference toPrice. ~~our~~The True-Up Commitment Share Reference Price is generally based on the closing price of the Common Stock on or around the date on which the registration statement becomes effective or the date on which the initial Commitment Shares become Rule 144 eligible, whichever occurs first, as more fully described in the ELOC Purchase Agreement,. atBased anon ~~exercise~~the closing price of our Common Stock of $07.~~003~~97 on March 20, 2026, which exceeds the post-split adjusted Initial Commitment Share Reference Price of $5.13 per share, no True-Up Commitment Shares are currently issuable; ~~and~~however, ·if upthe toTrue-Up ~~$25~~Commitment ~~million~~Share inReference ~~shares~~Price on or around the date of ~~common~~effectiveness ~~stock~~of ~~that~~this ~~may~~registration statement is less than $5.13 per share, we will be ~~issued~~required to issue additional True-Up Commitment Shares at that time. The Commitment Fee and ~~sold~~Commitment byShares usare ~~pursuant~~fully toearned as of the ~~ELOC~~Execution ~~Purchase~~Date ~~Agreement~~and are not contingent upon any other event or condition, ~~which~~including atthe effectiveness of the ~~Company’s~~registration ~~sole~~statement ~~discretion~~or ~~can~~our submission of a Put Notice. The Commitment Shares (including any True-Up Commitment Shares) may be ~~increased~~resold by anSquare ~~additional~~Gate ~~$25~~immediately ~~million~~upon ~~once~~ the ~~initial~~effectiveness ~~$25~~of ~~million~~this isregistration ~~exhausted~~statement.

~~PRINCIPAL STOCKHOLDERS~~Termination

The ~~following~~Commitment ~~table~~Period ~~sets~~under ~~forth~~the ~~certain~~ELOC ~~information~~Purchase ~~with~~Agreement ~~respect~~commenced toon the ~~beneficial~~Execution ~~ownership~~Date and ends on the earliest of: ~~our~~(i) ~~common~~the ~~stock~~date ason which Square Gate shall have purchased shares of ~~March~~Common ~~18,~~Stock ~~2026,~~sold ~~for~~pursuant to Put Notices (i“Put Shares”) ~~each~~equal ofto ~~our~~the ~~executive~~Maximum ~~officers~~Commitment ~~and directors~~Amount; (ii) ~~all~~January 30, 2029; (iii) provided that the registration statement shall have been previously declared effective by the SEC, written notice of ~~our~~termination ~~executive~~by ~~officers~~us ~~and~~to ~~directors~~Square asGate a(which ~~group~~shall not occur at any time that Square Gate holds any of the Put Shares); ~~and~~or (~~iii~~iv) ~~each~~written ~~other~~notice ~~shareholder~~of ~~known~~termination by usSquare Gate to beus ~~the~~if ~~beneficial~~we ~~owner~~receive ofa ~~more~~final ~~than~~delisting 5%notice offrom ~~any~~Nasdaq ~~class~~or ofif ~~our~~the ~~voting~~Common ~~securities~~Stock fails to be listed on an eligible market.

~~The~~Conditions ~~percentage beneficial ownership information prior~~ to ~~the~~Delivery ~~offering shown in the table is based on an aggregate~~ of ~~736,127~~Put shares of our common stock outstanding as of March 18, 2026. The percentage of beneficial ownership after this offering shown in the table is based on shares of common stock outstanding after the closing of this offering, assuming no sale of pre-funded warrants, no exercise of outstanding options issued under our equity incentive plans and no exercise of any outstanding warrants.Notices

~~Beneficial~~The ~~ownership~~obligation ~~is determined according to the rules~~ of ~~the~~Square ~~SEC,~~Gate which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security. Under those rules, beneficial ownership includes securities that the individual or entity has the right to ~~acquire,~~purchase ~~such~~Put asShares ~~through~~under the ~~exercise~~ELOC ofPurchase ~~stock~~Agreement ~~options,~~is ~~within 60 days of March 18, 2026. Shares~~ subject to ~~options~~satisfaction ~~that are currently exercisable or exercisable within 60 days~~ of ~~March~~certain 18conditions, ~~2026~~including, ~~are~~among ~~considered~~others ~~outstanding~~(capitalized ~~and~~terms ~~beneficially~~used ~~owned~~herein ~~by the person holding such options for the purpose of computing the percentage ownership of that person~~ but ~~are~~ not ~~treated~~defined asshall ~~outstanding~~have ~~for~~ the ~~purpose~~meanings ofascribed ~~computing the percentage ownership of any other person. Unless otherwise indicated, and subject~~ to ~~community~~them ~~property laws where applicable, based on the information provided to us, we believe that the persons and entities named~~ in the ~~table~~ELOC ~~below~~Purchase ~~have sole voting and investment power with respect to all shares shown as beneficially owned by them.~~Agreement):

	·	the registration statement, and any amendment or supplement thereto, shall remain effective for the resale by Square Gate of the Put Shares and the Commitment Shares, and neither we nor Square Gate shall have received notice that the SEC has issued or intends to issue a stop order with respect to such registration statement;

	·	our representations and warranties shall be true and correct in all material respects;

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~~Except~~· aswe ~~otherwise~~shall ~~noted~~have ~~below~~performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the ~~address~~ELOC Purchase Agreement; · no Material Adverse Effect shall have occurred since the date of ~~each~~filing of ~~the~~our ~~individuals~~most recent SEC Document, and ~~entities~~no ~~named~~statute, inrule, regulation, or order shall have been enacted that prohibits the ~~table~~transactions ~~below~~contemplated isby ~~c/o~~the ~~Artelo~~Transaction ~~Biosciences~~Documents; · trading of the Common Stock shall not have been suspended by the SEC, ~~Inc.~~Nasdaq or FINRA, ~~505~~or ~~Lomas~~otherwise ~~Santa~~halted Fefor any reason, ~~Suite~~and ~~160~~the Common Stock shall not have been delisted; · the issuance of the Put Shares shall not violate the shareholder approval requirements of Nasdaq; · we shall have delivered to Square Gate an officer’s certificate to the effect that all conditions to closing shall have been satisfied; · the Common Stock must be DWAC Eligible and not subject to a “DTC chill,” ~~Solana~~and ~~Beach~~all required Exchange Act reports (other than Forms 8-K) shall have been timely filed; · the Transfer Agent Instruction Letters shall have been executed and delivered, ~~California~~and ~~92075.~~we shall have delivered to Square Gate a satisfactory legal opinion; and · from any Put Date until the end of any Standstill Period, we shall not have entered into any Variable Rate Transaction without the prior written consent of Square Gate.

	Number of Shares of Common Stock Beneficially Owned Prior to this Offering					Number of Shares of Common Stock Beneficially Owned After this Offering
Name and Address of Beneficial Owner	Shares		Percentage (%)			Shares		Percentage (%)
5% Stockholders:
None					%
Directors and Named Executive Officers:
Gregory D. Gorgas(1)		32,138		4.2	%		32,138		1.3	%
Connie Matsui(2)		48,702		6.2	%		48,702		2.0	%
Steven Kelly(3)		669	*				669	*
Douglas Blayney, M.D.(4)		695	*				695	*
R. Martin Emanuele, Ph.D.(5)		688	*				688	*
Gregory R. Reyes M.D., Ph.D.(6)		546	*				546	*
Tamara A. Favorito(7)		8,836		1.2	%		8,836	*
Mark E. Spring(8)		556	*				556	*
All directors and executive officers as a group (8 persons)		92,830		11.2	%		92,830		3.8	%

No Short-Selling or Hedging

~~_________________~~ Square Gate has represented that, as of the Execution Date and for the 60 days prior thereto, it and its affiliates have not been and are not “short” any Common Stock. Square Gate has agreed that neither it, nor any affiliate acting on its behalf or pursuant to any understanding with it, will in any manner whatsoever, directly or indirectly, (i) participate in or execute any Short Sales (as defined in Rule 200 of Regulation SHO under the Exchange Act) during the period from the Execution Date to the end of the Commitment Period, or (ii) engage in any hedging transaction that would create a net short position with respect to the shares of Common Stock. Notwithstanding the foregoing, in accordance with Regulation SHO, the sale after delivery of a Put Notice of such number of shares of Common Stock reasonably expected to be purchased under such Put Notice shall not be deemed a Short Sale. This exception permits Square Gate to sell shares into the market that it anticipates receiving from us pursuant to a Put Notice, even before such shares are actually delivered to Square Gate.

*Limitations ~~Less~~on ~~than 1%~~ Sales

(1)	Consists of (i) 1,003 shares held directly by Gregory D. Gorgas, (ii) 134 shares held indirectly by Gorgas Family Trust, (iii) 19,059 shares of common stock issuable pursuant to options held directly by Gregory D. Gorgas exercisable within 60 days, (iv) 2,882 shares issued on the conversion of an outstanding note payable, (v) 3,196 warrants representing 3,196 shares of common stock which have an exercise price of $18.72 per common share and expire in October 2030, and (vi) 5,864 warrants representing 5,864 shares of common stock which have an exercise price of $10.20 per common share and expire in October 2030.
(2)	Consists of (i) 210 shares held directly by Connie Matsui, (ii) 725 shares of common stock issuable pursuant to options held directly by Connie Matsui exercisable within 60 days, (iii) 11,526 shares issued on the conversion of an outstanding note payable, (v) 12,782 warrants representing 12,782 shares of common stock which have an exercise price of $18.72 per common share and expire in October 2030, and (vi) 23,459 warrants representing 23,459 shares of common stock which have an exercise price of $10.20 per common share and expire in October 2030.
(3)	Consists of (i) 47 shares held by Steven Kelly, and (ii) 622 shares of common stock issuable pursuant to options held directly by Steven Kelly exercisable within 60 days.
(4)	Consists of (i) 47 shares held by Douglas Blayney, M.D., and (ii) 648 shares of common stock issuable pursuant to options held directly by Douglas Blayney, M.D. exercisable within 60 days.
(5)	Consists of (i) 47 shares held by R. Marty Emanuele, Ph.D., and (ii) 641 shares of common stock issuable pursuant to options held directly by R. Marty Emanuele, Ph.D. exercisable within 60 days.
(6)	Consists of 546 shares of common stock issuable pursuant to options held directly by Gregory R. Reyes M.D., Ph.D. exercisable within 60 days.
(7)	Consists of (i) 307 shares of common stock issuable pursuant to options held directly by Tamara A. Favorito exercisable within 60 days, (ii) 2,058 shares issued on the conversion of an outstanding note payable, (iii) 2,282 warrants representing 2,282 shares of common stock which have an exercise price of $18.72 per common share and expire in October 2030, and (vi) 4,189 warrants representing 4,189 shares of common stock which have an exercise price of $10.20 per common share and expire in October 2030.
(8)	Consists of 556 shares of common stock issuable pursuant to options held directly by Mark E. Spring, exercisable within 60 days.

Exchange Cap

Notwithstanding anything to the contrary in the ELOC Purchase Agreement, we may not effect, and Square Gate will not be obligated to make, any sales under the ELOC Purchase Agreement to the extent that the aggregate number of shares issued under the ELOC Purchase Agreement would exceed 134,515 shares (representing 19.99% of the aggregate number of shares of Common Stock issued and outstanding as of the Execution Date), which is the Exchange Cap. The Exchange Cap will not apply if (a) our stockholders approve the issuance of shares of Common Stock pursuant to the ELOC Purchase Agreement in excess of the Exchange Cap in accordance with the rules of Nasdaq, or (b) the Average Price of all applicable sales of shares hereunder (including any sales covered by a Regular Put Notice or Intraday Put Notice that has been delivered prior to the determination) equals or exceeds $5.13 per share (which represents the lower of (i) the Nasdaq Official Closing Price immediately preceding the Execution Date and (ii) the average Nasdaq Official Closing Price for the five Trading Days immediately preceding the Execution Date). The “Average Price” is calculated by dividing the aggregate gross purchase price paid by Square Gate for all shares purchased under the ELOC Purchase Agreement by the aggregate number of shares issued thereunder; for this calculation, the purchase price for each Commitment Share is deemed to be $0.00. As a result, if the market price of our Common Stock declines such that the Average Price falls below $5.13 per share, we would be limited to issuing only 134,515 shares under the ELOC Purchase Agreement unless we obtain stockholder approval.

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~~DESCRIPTION~~Beneficial OFOwnership ~~SECURITIES WE ARE OFFERING~~Limitation

~~The~~No ~~following~~Put ~~description~~Notice ~~summarizes~~may ~~certain~~cause ~~terms~~the ofaggregate ~~our~~number ~~capital~~of ~~stock,~~shares ~~certain provisions~~ of ~~our~~Common ~~articles~~Stock ofbeneficially ~~incorporation~~owned ~~and~~by ~~bylaws~~Square Gate and ~~certain~~its ~~terms~~affiliates of(as ~~the~~calculated ~~pre-funded~~pursuant ~~warrants~~to ~~included~~Section in13(d) ~~this~~of ~~offering.~~the ~~This~~Exchange ~~summary~~Act) ~~does~~to ~~not~~exceed ~~purport~~4.99% toof bethe ~~complete~~then issued and isoutstanding ~~qualified~~shares inof ~~its~~Common ~~entirety~~Stock by (the ~~provisions~~“Beneficial ofOwnership ~~our~~Limitation”). ~~articles~~Square ofGate ~~incorporation~~may ~~and~~increase ~~bylaws~~or ~~and~~decrease the ~~provisions~~Beneficial ofOwnership ~~the~~Limitation ~~pre-funded~~upon ~~warrants,~~notice ~~copies~~to ofus, ~~which~~provided ~~are~~that ~~filed~~the ~~with~~Beneficial ~~the~~Ownership ~~SEC~~Limitation asshall ~~exhibits~~in tono ~~the~~event ~~Registration~~exceed ~~Statement~~9.99%, onand ~~Form~~any ~~S-1~~increase ofin ~~which~~the ~~this~~Beneficial ~~prospectus~~Ownership ~~forms~~Limitation awill ~~part,~~not ~~and~~be toeffective until the ~~applicable~~61st ~~provisions~~day ofafter ~~Nevada~~such ~~law~~notice is delivered to us.

WeProhibition are offering shares of common stock and pre-funded warrants to purchase up to an aggregate of 1,641,587 shares of common stock. For each pre-funded warrant we sell, the number of shares of common stock we are offering will be decreased on aVariable ~~one-for-one~~Rate ~~basis. We are also registering the shares of common stock issuable from time to time upon exercise of the pre-funded warrants.~~Transactions

~~Our~~Unless ~~authorized~~waived ~~capital~~by ~~stock~~Square ~~consists~~Gate, ofwe ~~166,689,815~~have agreed not to issue any shares of ~~capital~~Common ~~stock,~~Stock or other securities convertible into or exercisable or exchangeable for shares of ~~which~~Common ~~166~~Stock,~~666,667~~ ~~shares~~or ~~are~~enter ~~designated~~into asany ~~common~~agreement ~~stock~~to do so, ~~$0.001~~(a) ~~par~~for ~~value~~a ~~per~~period ~~share~~of 20 Trading Days following the date the registration statement becomes effective, and 23(b) during each Standstill Period,~~148~~ ~~shares~~which ~~are~~generally ~~designated~~begins asupon ~~preferred~~the ~~stock,~~submission ~~$0.001~~of ~~par~~a ~~value~~Put ~~per~~Notice ~~share.~~that Ashas been accepted and ends upon the later of ~~March~~(1) ~~18,~~the ~~2026,~~Trading ~~there~~Day ~~were~~following ~~736,127~~the ~~shares~~expiration of ~~common~~the ~~stock~~applicable ~~issued~~Valuation Period and ~~outstanding~~(2) the close of the Trading Day on which the aggregate trading volume of the Common Stock since issuance of such Put Notice exceeds 500% of the number of Put Shares sold pursuant to such Put Notice. The provisions of this standstill restriction do not apply to sales of securities in an “at-the-market” offering, ~~and~~except noduring ~~outstanding~~the ~~shares~~period from the time when the Regular Valuation Period expires until the time specified in clause (b)(2) above. These restrictions may limit our ability to raise additional capital through equity financings during the term of ~~preferred~~the ~~stock~~ELOC Purchase Agreement.

~~Common~~A ~~Stock~~“Variable Rate Transaction” generally means a transaction in which we issue or sell equity or debt securities at a price that varies with trading prices or that is subject to reset, or enter into any other equity line of credit or continuous offering whereby shares may be sold at a future determined price; provided, however, that we may effect sales pursuant to a customary “at-the-market” facility with a FINRA-registered broker-dealer as sales agent.

~~The~~In ~~holders of our common stock (i) have equal ratable rights to dividends from funds legally available~~addition, ~~therefore,~~so ~~when,~~long as ~~and~~the ifELOC ~~declared~~Purchase byAgreement ~~our~~remains ~~board of directors; (ii) are entitled to share~~ in ~~all of our assets available for distribution to holders of common stock upon liquidation~~effect, ~~dissolution~~we orhave ~~winding~~agreed ~~up of our affairs; (iii) do~~ not ~~have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and (iv) are entitled~~ to ~~one~~enter ~~non-cumulative~~into ~~vote~~any ~~per~~other ~~share~~equity online ~~all matters submitted to a vote~~ of ~~stockholders.~~credit ~~The~~agreement ~~rights,~~with ~~preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of~~ any ~~series~~other ofparty ~~preferred~~without ~~stock~~Square ~~that~~Gate’s weprior ~~may~~written ~~designate in the future~~consent.

~~Preferred~~Effect ~~Stock~~of the ELOC Purchase Agreement on Our Stockholders

All shares of Common Stock registered in this offering that may be issued or sold by us to Square Gate under the ELOC Purchase Agreement are expected to be freely tradable. It is anticipated that shares registered in this offering will be sold over a period of up to approximately three years commencing on the date that the registration statement of which this prospectus is a part becomes effective. The ~~Company~~sale ~~has~~by ~~authorized~~Square ~~23,148~~Gate of a significant number of shares registered in this offering at any given time could cause the market price of ~~preferred~~our ~~stock~~Common Stock to decline and to be highly volatile. ~~There~~Sales isof noour ~~preferred~~Common ~~stock~~Stock ~~outstanding~~to Square Gate, if any, will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Square Gate all, some or none of the Common Stock that may be available for us to sell pursuant to the ELOC Purchase Agreement. If and when we do sell Common Stock to Square Gate, after Square Gate has acquired the Common Stock, Square Gate may resell all, some or none of those shares at any time or from time to time in its discretion.

~~Anti-Takeover~~Therefore, ~~Effects~~sales to Square Gate by us under the ELOC Purchase Agreement, the resale by Square Gate of ~~Nevada~~a ~~Law~~significant amount of shares registered for resale in this offering at any given time, or the perception that these sales may occur, could cause the market price of our Common Stock to decline and to be highly volatile and may result in substantial dilution to the interests of other holders of our ~~Articles~~Common Stock. However, we have the right to control the timing and amount of ~~Incorporation~~any additional sales of our Common Stock to Square Gate and ~~Bylaws~~the ELOC Purchase Agreement may be terminated by us at any time at our discretion without any cost to us (subject to the conditions set forth above under “— Termination”).

~~Certain~~The ~~provisions~~issuance of ~~Nevada~~our ~~law~~Common ~~and~~Stock ~~certain~~to ~~provisions~~Square ~~that~~Gate ~~are~~pursuant ~~included~~to inthe ~~our~~ELOC ~~Articles~~Purchase ofAgreement ~~Incorporation~~will ~~and~~not ~~our~~affect ~~Bylaws may have~~ the ~~effect~~rights ~~of delaying, deferring~~ or ~~discouraging~~privileges ~~another party from acquiring control~~ of ~~us.~~our ~~These~~existing ~~provisions~~stockholders, ~~which~~except ~~are~~that ~~summarized~~the ~~below,~~economic ~~are intended to discourage coercive takeover practices~~ and ~~inadequate~~voting ~~takeover~~interests ~~bids.~~of ~~These~~each ~~provisions are also designed to encourage persons seeking to acquire control~~ of usour toexisting ~~first~~stockholders ~~negotiate~~will ~~with~~be ~~our Board~~diluted. WeAlthough ~~believe that~~ the ~~benefits~~number of ~~the~~shares ~~increased~~of ~~protection~~Common ofStock that our ~~potential~~existing ~~ability~~stockholders toown ~~negotiate~~will ~~with~~not decrease, the ~~proponent~~shares of anCommon ~~unfriendly~~Stock orowned ~~unsolicited~~by ~~proposal~~our toexisting ~~acquire~~stockholders orwill ~~restructure~~represent usa ~~outweigh~~smaller ~~the~~percentage ~~disadvantages~~ of ~~discouraging~~our ~~these~~total ~~proposals~~outstanding ~~because~~shares ~~negotiation~~ of ~~these~~Common ~~proposals~~Stock ~~could~~after ~~result~~any insuch ~~an improvement of their terms~~issuance.

Classified Board. Our amended and restated certificate of incorporation provides that our board of directors is divided into three classes, designated Class I, Class II, and Class III. Each class will be an equal number of directors, as nearly as possible, consisting of one third of the total number of directors constituting the entire board of directors. The term of Class I directors shall terminate on the date of the 2027 annual meeting, the term of the Class II directors shall terminate on the date of the 2028 annual meeting, and the term of the Class III directors shall terminate on the date of the 2026 annual meeting. At each annual meeting of stockholders, successors to the class of directors whose term expires at that annual meeting will be elected for a three-year term.

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~~Stockholder~~Determination ~~Meetings. Our Bylaws provide that a special meeting~~ of ~~stockholders~~Offering may be called only by our president, by all of the directors provided that there are no more than three directors, or if more than three, by any three directors, or by the holder of a majority share of our capital stock.Price

~~Stockholder~~Because ~~Action~~the bypurchase ~~Written~~price ~~Consent.~~per ~~Our~~share ~~Bylaws~~to ~~allow~~be paid by Square Gate for ~~any~~the ~~action~~Common Stock that we may beelect ~~taken~~to atsell ~~any~~under ~~annual~~the orELOC ~~special~~Purchase ~~meeting~~Agreement, ofif ~~the~~any, ~~stockholders~~will tofluctuate bebased ~~taken~~on ~~without~~the amarket ~~meeting~~prices ~~and~~of ~~without~~our ~~prior~~Common ~~notice,~~Stock ifduring athe ~~consent~~applicable inValuation ~~writing~~Period for each Put, ~~setting~~as ~~forth~~of the ~~action~~date soof ~~taken~~this prospectus, it is ~~signed~~not bypossible for us to predict the ~~holders~~number of ~~outstanding~~ shares ~~having~~of ~~not~~Common ~~less~~Stock ~~than~~that we will sell to Square Gate under the ~~minimum~~ELOC ~~number~~Purchase ofAgreement, ~~votes~~the ~~that~~actual ~~would~~purchase beprice ~~necessary~~per share to ~~authorize~~be orpaid ~~take~~by ~~such~~Square ~~action~~Gate atfor athose ~~meeting~~shares, ator ~~which~~the ~~all~~actual ~~shares~~gross ~~entitled~~proceeds to ~~vote~~be ~~thereon~~raised ~~were~~by ~~present~~us ~~and~~from ~~voted~~those sales, if any.

~~Stockholders~~The ~~Not~~following ~~Entitled~~table tosets ~~Cumulative~~forth ~~Voting. Our Bylaws do not permit stockholders to cumulate their votes in~~ the ~~election~~amount of ~~directors.~~gross ~~Accordingly,~~proceeds ~~the~~we ~~holders~~would ofreceive afrom ~~majority~~Square ofGate ~~the~~from ~~outstanding~~our ~~shares~~sale of ~~our~~shares ~~Common Stock entitled~~ to ~~vote~~Square inGate ~~any~~under ~~election of directors can elect all of~~ the ~~directors~~ELOC ~~standing~~Purchase ~~for~~Agreement ~~election,~~at ifvarying ~~they~~assumed ~~choose,~~average ~~other~~purchase ~~than any directors that holders of our preferred stock may be entitled to elect.~~prices:

Nevada Business Combination Statutes. The “business combination” provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes, (the “NRS”), generally prohibit a Nevada corporation with at least 200 stockholders of record from engaging in various “combination” transactions with any interested stockholder for a period of two years after the date of the transaction in which the person became an interested stockholder, unless the transaction is approved by the Board prior to the date the interested stockholder obtained such status or the combination is approved by the Board and thereafter is approved at a meeting of the stockholders by the affirmative vote of stockholders representing at least 60% of the outstanding voting power held by disinterested stockholders, and extends beyond the expiration of the two-year period, unless:

Assumed Average Purchase Price Per Share	Number of Registered Shares to be Issued if Full Purchase⁽¹⁾	Percentage of Outstanding Shares After Giving Effect to the Issuance to Square Gate⁽²⁾	Gross Proceeds from the Sale of Shares to Square Gate Under the ELOC Purchase Agreement
$6.00	4,166,667	85.02%	$25,000,000
$7.00	3,571,429	82.90%	$25,000,000
$7.5715⁽³⁾	3,301,856	81.77%	$25,000,000
$10.00	2,500,000	77.26%	$25,000,000
$15.00	1,666,667	69.36%	$25,000,000

· the combination was approved by the Board prior to the person becoming an interested stockholder or the transaction by which the person first became an interested stockholder was approved by the Board before the person became an interested stockholder or the combination is later approved by a majority of the voting power held by disinterested stockholders; or · if the consideration to be paid by the interested stockholder is at least equal to the highest of: (a) the highest price per share paid by the interested stockholder within the two years immediately preceding the date of the announcement of the combination or in the transaction in which it became an interested stockholder, whichever is higher, (b) the market value per share of common stock on the date of announcement of the combination and the date the interested stockholder acquired the shares, whichever is higher, or (c) for holders of preferred stock, the highest liquidation value of the preferred stock, if it is higher.

(1)	Although the ELOC Purchase Agreement provides that we may sell up to $25,000,000 (or $50,000,000 if the additional commitment is activated) of our Common Stock to Square Gate, we are only registering for resale 4,273,519 shares of Common Stock under the registration statement that includes this prospectus, which may or may not cover all of the shares we ultimately sell to Square Gate under the ELOC Purchase Agreement. We will not issue more than an aggregate of 4,273,519 shares of Common Stock pursuant to this prospectus. The number of shares to be issued as set forth in this column is without regard for the Beneficial Ownership Limitation.

(2)	The denominator is based on 736,127 shares of Common Stock outstanding as of March 23, 2026, adjusted to include the issuance of the number of shares set forth in the adjacent column that we would have sold to Square Gate, assuming the average purchase price in the first column.

(3)	The closing sale price of our Common Stock on Nasdaq on March 20, 2026, less a 5% discount.

AUSE ~~“combination”~~OF is generally defined to include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer, or other disposition, in one transaction or a series of transactions, with an “interested stockholder” having: (a) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation, (b) an aggregate market value equal to 5% or more of the aggregate market value of all outstanding voting shares of the corporation, (c) more than 10% of the earning power or net income of the corporation, and (d) certain other transactions with an interested stockholder or an affiliate or associate of an interested stockholder.PROCEEDS

InAll ~~general,~~shares anof ~~“interested~~our ~~stockholder”~~Common isStock aoffered ~~person~~by ~~who,~~this ~~together~~prospectus ~~with~~are ~~affiliates~~being ~~and~~registered ~~associates,~~for ~~beneficially~~resale ~~owns~~by ~~(or~~the ~~within~~Selling ~~two~~Stockholder ~~years,~~identified ~~did~~herein. ~~own)~~We ~~10%~~will ornot ~~more~~receive any of the ~~voting~~proceeds ~~power~~from of the ~~outstanding~~sale ~~voting shares~~ of a corporation. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us even though such a transaction may offer our stockholders the ~~opportunity~~Shares tobeing ~~sell~~offered ~~their~~for ~~stock~~sale atby ~~a price above~~ the ~~prevailing~~Selling ~~market price~~Stockholder.

~~Nevada~~We ~~Control~~may ~~Share~~receive ~~Acquisition~~up ~~Statutes. The “control share” provisions of Sections 78.378~~ to ~~78.3793~~$50, ~~inclusive~~000,000 ofin ~~the~~aggregate ~~NRS~~gross ~~apply~~proceeds tofrom ~~“issuing~~sales ~~corporations” that are Nevada corporations with at least 200 stockholders~~ of ~~record,~~our ~~including~~Common atStock ~~least 100 stockholders of record who are Nevada residents, and~~ that ~~conduct~~we ~~business~~may inelect ~~Nevada~~to ~~directly~~make orto ~~through~~Square anGate ~~affiliated~~pursuant ~~corporation.~~to ~~The~~the ~~control~~ELOC ~~share~~Purchase ~~statute~~Agreement ~~prohibits an acquirer, under certain circumstances,~~ from ~~voting~~time ~~its~~to ~~shares~~time ~~of a target corporation’s stock~~ after ~~crossing certain ownership threshold percentages, unless~~ the ~~acquirer~~date ~~obtains approval~~ of ~~the~~this ~~target corporation’s disinterested stockholders~~prospectus. The ~~statute~~net ~~specifies~~proceeds ~~three~~from ~~thresholds: one-fifth or more but less than one-third~~sales, ~~one-third~~if ~~or more but less than a majority~~any, ~~and~~under ~~a majority or more, of~~ the ~~outstanding~~ELOC ~~voting~~Purchase ~~power. Generally~~Agreement, ~~once~~will andepend ~~acquirer~~on ~~crosses one of~~ the ~~above~~frequency ~~thresholds, those shares in an offer or acquisition~~ and ~~acquired~~prices ~~within~~at 90which ~~days~~we ~~thereof~~sell ~~become~~our ~~“control~~Common ~~shares”~~Stock ~~and such control shares are deprived of the right~~ to ~~vote~~Square ~~until~~Gate ~~disinterested~~after ~~stockholders restore~~ the ~~right.~~date ~~These provisions also provide that if control shares are accorded full voting rights and the acquiring person has acquired a majority or more~~ of ~~all~~this ~~voting~~prospectus. ~~power,~~See ~~all other stockholders who do not vote in favor of authorizing voting rights to~~ the ~~control~~sections ~~shares are~~ entitled to“The ~~demand~~Equity ~~payment~~Purchase ~~for~~Agreement” ~~the~~and ~~fair~~“Plan ~~value~~ of ~~their~~Distribution” ~~shares~~elsewhere in ~~accordance~~this ~~with~~prospectus ~~statutory procedures established~~ for ~~dissenters’~~more ~~rights~~information.

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AWe ~~corporation~~expect ~~may elect~~ to ~~not~~use beany ~~governed~~proceeds ~~by,~~that orwe ~~“opt~~receive ~~out”~~under ~~of,~~ the ~~control~~ELOC ~~share~~Purchase ~~provisions~~Agreement byfor ~~making~~working ancapital ~~election~~and ingeneral ~~its~~corporate ~~articles~~purposes. As of ~~incorporation~~the ordate ~~bylaws,~~of ~~provided~~this ~~that~~prospectus, ~~the~~we ~~opt-out~~cannot ~~election~~specify ~~must~~with becertainty inall ~~place~~of on the ~~10th~~particular ~~day~~uses, ~~following~~and the ~~date~~respective anamounts ~~acquiring~~we ~~person~~may ~~has~~allocate ~~acquired~~to athose ~~controlling interest~~uses, ~~that~~for ~~is, crossing~~ any ofnet ~~the~~proceeds ~~three~~we ~~thresholds described above~~receive. WeAccordingly, ~~have~~we ~~not~~will ~~opted~~retain ~~out~~broad ofdiscretion over the ~~control~~use ~~share~~of ~~statutes and will be subject to~~ these ~~statutes if we are an “issuing corporation” as defined in such statutes~~proceeds.

~~The~~DIVIDEND effect of the Nevada control share statutes is that the acquiring person, and those acting in association with the acquiring person, will obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders at an annual or special meeting. The Nevada control share law, if applicable, could have the effect of discouraging takeovers of us.POLICY

~~Amendment~~We ofhave ~~Charter~~never declared or paid any cash dividends on our Common Stock and ~~Bylaw~~do ~~Provisions~~not anticipate paying any cash dividends on our Common Stock at any time in the foreseeable future. ~~The~~We ~~amendment~~currently ofintend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our Common Stock in the ~~above~~foreseeable ~~provisions~~future. ~~would~~Any ~~require~~future ~~approval~~determination byto ~~holders~~declare ofdividends will be made at ~~least~~the adiscretion ~~35%~~of our board of directors and will depend on, among other factors, our financial condition, operating results, capital requirements, general business conditions, the ~~total~~terms ~~voting~~of ~~power~~any future credit agreements and other factors that our board of ~~all~~directors may deem relevant. See the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our ~~outstanding~~Annual ~~voting~~Report ~~stock,~~on ~~except~~Form 10-K and in ~~certain~~our ~~circumstances~~Quarterly Reports on Form 10-Q for additional information regarding our financial condition.

~~The~~SELLING provisions of Nevada law, our Articles of Incorporation, and our Bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in the composition of our board and management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.STOCKHOLDER

~~Transfer~~This ~~Agent~~prospectus covers the resale or other disposition from time to time by the Selling Stockholder identified in the table below of up to 4,273,519 shares of our Common Stock, consisting of (i) up to 4,127,320 shares of Common Stock that we may, in our sole discretion, elect to issue and ~~Registrar~~sell to Square Gate from time to time under the ELOC Purchase Agreement, and (ii) up to 146,199 Commitment Shares (including True-Up Commitment Shares) issuable to Square Gate pursuant to the ELOC Purchase Agreement. We are registering the resale of such shares of Common Stock in order to permit the Selling Stockholder to offer the shares for resale from time to time.

~~The~~When ~~transfer~~we ~~agent~~refer ~~and~~to ~~registrar~~the ~~for~~“Selling ~~our~~Stockholder” ~~common~~in ~~stock~~this isprospectus, ~~Equiniti~~we ~~Trust~~refer ~~Company,~~to ~~LLC.~~the ~~The~~entity ~~transfer~~listed ~~agent~~in the table below and the permitted transferees that hold any of the Selling Stockholder’s ~~address~~interest isin 48the ~~Wall~~Shares ~~Street,~~after ~~23rd~~the ~~floor,~~date ~~New~~of ~~York,~~this ~~NY 10043~~prospectus.

~~Market~~Except ~~Listing~~for the ownership of the Commitment Shares and Pre-Funded Warrants issued pursuant to the ELOC Purchase Agreement and the transactions contemplated by the ELOC Purchase Agreement and the Registration Rights Agreement, the Selling Stockholder has not had any material relationship with us within the past three years. The Selling Stockholder is not a broker-dealer or an affiliate of a broker-dealer and has represented to us that it acquired the securities in the ordinary course of business and, at the time of acquisition, had no agreements or understandings, directly or indirectly, to distribute such securities.

~~Our~~The ~~common~~table ~~stock~~below islists ~~listed~~the onSelling ~~Nasdaq~~Stockholder and other information regarding the beneficial ownership (as determined under Section 13(d) of the ~~symbol~~Exchange ~~“ARTL~~Act, and the rules and regulations thereunder) of the shares of Common Stock held by the Selling Stockholder.” The second column lists the number of shares of Common Stock beneficially owned by the Selling Stockholder as of March 23, 2026, taking into account the Beneficial Ownership Limitation applicable to the Commitment Shares and Pre-Funded Warrants held by the Selling Stockholder. The third column lists the maximum number of shares of Common Stock being offered by this prospectus by the Selling Stockholder, without regard to any limitations on exercise, conversion or issuance.

Under the terms of the Pre-Funded Warrants, the Selling Stockholder may not exercise such Pre-Funded Warrants to the extent that, after giving effect to such exercise, the Selling Stockholder, together with its affiliates and attribution parties, would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise (the “Pre-Funded Warrant Beneficial Ownership Limitation”). The number of shares in the second column reflects this limitation. In addition, no Put Notice under the ELOC Purchase Agreement may cause the aggregate number of shares of Common Stock beneficially owned by the Selling Stockholder and its affiliates to exceed 4.99% of the then issued and outstanding shares of Common Stock (the “ELOC Beneficial Ownership Limitation”).

The following description of the pre-funded warrants we are offering is a summary and is qualified in its entirety by reference to the provisions of the pre-funded warrant, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part.

Duration and Exercise Price. Each pre-funded warrant offered hereby will have an initial exercise price per share equal to $0.001. The pre-funded warrants will be immediately exercisable and may be exercised at any time until the pre-funded warrants are exercised in full. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our shares of common stock and the exercise price.

Exercisability. The pre-funded warrants will be exercisable, at the option of the holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). Purchasers of the pre-funded warrants in this offering may elect to deliver their exercise notice following the pricing of the offering and prior to the issuance of the pre-funded warrants at closing to have their pre-funded warrants exercised immediately upon issuance and receive shares of common stock underlying the pre-funded warrants upon closing of this offering. A holder (together with its affiliates) may not exercise any portion of the pre-funded warrant to the extent that the holder would own more than 4.99% (or, at the election of the holder, 9.99%) of the outstanding shares of common stock immediately after exercise. However, upon notice from the holder to us, the holder may decrease or increase the beneficial ownership limitation, which may not exceed 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the pre-funded warrants, provided that any increase in the beneficial ownership limitation will not take effect until 61 days following notice to us. No fractional shares of common stock will be issued in connection with the exercise of a pre-funded warrant. In lieu of fractional shares, we will either pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price or round up to the next whole share.

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~~Cashless~~The ~~Exercise.~~Selling AtStockholder ~~any~~may ~~time,~~sell ~~in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise~~all, ~~the~~some ~~holder may elect instead to receive upon such exercise (either in whole~~ or innone ~~part) the net number~~ of the shares ofin ~~common~~this ~~stock~~offering. ~~determined~~See ~~according~~“Plan toof ~~a formula set forth in the pre-funded warrants~~Distribution.”

Transferability. Subject to applicable laws, a pre-funded warrant may be transferred at the option of the holder upon surrender of the pre-funded warrant to us together with the appropriate instruments of transfer.

Number of Common Stock

Owned Prior to Offering⁽¹⁾

Maximum Number of

Number of Common Stock

Owned After Offering⁽²⁾

Name

Number of

Shares

Percentage of

Outstanding

Shares

Common Stock

to be Offered

Pursuant to this

Prospectus

Number of

Shares

Percentage of Outstanding Shares

Square Gate Capital Master Fund, LLC – Series 5

35,342⁽³⁾

4.80%

4,273,519⁽⁴⁾

~~Exchange~~* ~~Listing.~~Less ~~There~~than ~~is no trading market available for the pre-funded warrants on any securities exchange or nationally recognized trading system~~1. ~~We do not intend to list the pre-funded warrants on any securities exchange or nationally recognized trading system~~0%.

Right as a Shareholder. Except as otherwise provided in the pre-funded warrants or by virtue of such holder’s ownership of our shares of common stock, the holders of the pre-funded warrants do not have the rights or privileges of holders of our shares of common stock, including any voting rights, until they exercise their pre-funded warrants.

(1)	Applicable percentage ownership is based on 736,127 shares of Common Stock outstanding as of March 23, 2026.

(2)	Assumes the sale of all shares being offered pursuant to this prospectus.

(3)	Consists of 35,342 shares of Common Stock issued to the Selling Stockholder as Commitment Shares on January 30, 2026. This figure excludes 62,124 shares of Common Stock issuable upon exercise of Pre-Funded Warrants held by the Selling Stockholder, which Pre-Funded Warrants are subject to the Pre-Funded Warrant Beneficial Ownership Limitation. As a result, the Pre-Funded Warrants are not deemed beneficially owned by the Selling Stockholder for purposes of Rule 13d-3 under the Exchange Act as of the date of this table. If the Pre-Funded Warrant Beneficial Ownership Limitation did not apply, the Selling Stockholder would beneficially own an aggregate of 97,466 shares of Common Stock (consisting of 35,342 outstanding shares plus 62,124 shares issuable upon exercise of Pre-Funded Warrants at an exercise price of $0.003 per share), representing approximately 13.24% of the outstanding Common Stock. The Pre-Funded Warrant Beneficial Ownership Limitation may be increased or decreased by the Selling Stockholder upon 61 days’ prior notice to the Company, provided that it may not exceed 9.99%.

(4)	The maximum number of shares to be offered pursuant to this prospectus includes up to 4,127,320 Put Shares that we may, in our sole discretion, elect to issue and sell to the Selling Stockholder from time to time under the ELOC Purchase Agreement, and up to 146,199 Commitment Shares (including True-Up Commitment Shares) issuable to the Selling Stockholder pursuant to the ELOC Purchase Agreement. Issuances under the ELOC Purchase Agreement are also subject to the 19.99% Exchange Cap under Nasdaq rules unless an exception applies or stockholder approval is obtained. Christopher Perugini and Elie Himmelfarb share voting and dispositive power over Square Gate Capital Management, LP, which serves as the manager of Square Gate Capital Master Fund, LLC – Series 5. As a result, Mr. Perugini and Mr. Himmelfarb exercise voting control and investment discretion over the securities reported herein and may be deemed to beneficially own such securities. The business address of the Selling Stockholder is 40 Wall Street, Floor 28, Suite 2728, New York, NY 10005.

Fundamental Transaction. In the event of a fundamental transaction, as described in the pre-funded warrants and generally including any reorganization, recapitalization or reclassification of our shares of common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding shares of common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding shares of common stock, the holders of the pre-funded warrants will be entitled to receive upon exercise of the pre-funded warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the pre-funded warrants immediately prior to such fundamental transaction.

Placement Agent Warrants

The following description of the Placement Agent Warrants we are offering is a summary and is qualified in its entirety by reference to the provisions of the Placement Agent Warrants, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part.

General. We have agreed to issue to the placement agent the Placement Agent Warrants initially exercisable to purchase up to 131,327 shares of common stock as a portion of the compensation payable to the placement agent in connection with this offering, assuming a public offering price of $7.31 per share of common stock, which was the last reported sale price of our common stock on Nasdaq on March 18, 2026.

Duration and Exercise Price. Each Placement Agent Warrant offered hereby will have an initial exercise price per share equal to $7.31, which equals 100% of the public offering price per share, assuming a public offering price of $7.31 per share of common stock, which was the last reported sale price of our common stock on Nasdaq on March 18, 2026. The Placement Agent Warrants will be immediately exercisable and will expire five (5) years following the date of issuance. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our shares of common stock and the exercise price.

Exercisability. The Placement Agent Warrants will be exercisable, at the option of the holder, in whole or in part, from the date of issuance until the earlier of full exercise or the expiration date, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). No fractional shares of common stock will be issued in connection with the exercise of the Placement Agent Warrants. In lieu of fractional shares, we will round to the nearest whole share.

Cashless Exercise. At any time, in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of the shares of common stock determined according to a formula set forth in the Placement Agent Warrants.

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Transferability. Subject to applicable laws, the Placement Agent Warrant may be transferred at the option of the holder upon surrender of the Placement Agent Warrants to us together with the appropriate instruments of transfer.

Exchange Listing. There is no trading market available for the Placement Agent Warrants on any securities exchange or nationally recognized trading system. We do not intend to list the Placement Agent Warrants on any securities exchange or nationally recognized trading system.

Right as a Shareholder. Except as otherwise provided in the Placement Agent Warrants or by virtue of such holder’s ownership of our shares of common stock, the holders of the Placement Agent Warrants do not have the rights or privileges of holders of our shares of common stock, including any voting rights, until they exercise their Placement Agent Warrants.

Fundamental Transaction. In the event of a fundamental transaction, as described in the Placement Agent Warrants and generally including any reorganization, recapitalization or reclassification of our shares of common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding shares of common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding shares of common stock, the holders of the Placement Agent Warrants will be entitled to receive upon exercise of the Placement Agent Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Placement Agent Warrants immediately prior to such fundamental transaction.

PLAN OF DISTRIBUTION

We ~~have~~are ~~engaged~~registering ~~Craft Capital Management LLC to act as our exclusive placement agent to solicit offers to purchase~~ the ~~securities~~resale ~~offered pursuant to this prospectus on a “reasonable best efforts” basis. The engagement agreement does not give rise to any commitment~~ by the ~~placement~~Selling ~~agent~~Stockholder toor ~~purchase~~its ~~any~~permitted transferees of ~~our~~up ~~securities, and the placement agent will have no authority~~ to ~~bind~~an usaggregate ~~by virtue~~ of ~~the~~4,273,519 ~~engagement~~shares ~~agreement. The placement agent is not purchasing or selling any~~ of ~~the~~Common ~~securities offered by us under this prospectus~~Stock, ~~nor~~consisting isof it(i) ~~required~~up to ~~arrange~~4,127,320 ~~for~~shares ~~the purchase or sale~~ of ~~any~~Common ~~specific~~Stock ~~number~~we ormay ~~dollar~~elect, ~~amount~~in ofour ~~securities.~~sole ~~This~~discretion, isto aissue ~~best~~and ~~efforts~~sell ~~offering~~to ~~and~~Square ~~there~~Gate isunder nothe ~~minimum~~ELOC ~~offering~~Purchase ~~amount~~Agreement, ~~required~~from astime ato ~~condition~~time toafter the ~~closing~~date of this ~~offering.~~prospectus ~~The~~and ~~placement~~during ~~agent has agreed to use reasonable best efforts to arrange for~~ the ~~sale~~term of the ~~securities~~ELOC byPurchase ~~us. Therefore~~Agreement, ~~we may not sell all of the shares of common stock~~ and ~~pre-funded~~(ii) ~~warrants~~up ~~being offered. The terms of this offering are subject~~ to ~~market conditions and negotiations between us~~146,199 ~~the~~Commitment ~~placement~~Shares ~~agent~~(including ~~and~~True-Up ~~prospective~~Commitment ~~investors.~~Shares) ~~The~~issuable ~~placement agent does not guarantee that it will be able~~ to ~~raise~~Square ~~new~~Gate ~~capital~~pursuant ~~in any prospective offering. The placement agent may engage sub-agents or selected dealers~~ to ~~assist~~the ~~with~~ELOC ~~the~~Purchase ~~offering~~Agreement.

~~Investors~~The ~~purchasing~~shares ~~securities~~of ~~offered~~Common ~~hereby~~Stock ~~will~~offered ~~have~~by ~~the~~this ~~option~~prospectus tomay ~~execute~~be asold ~~securities~~or ~~purchase~~distributed ~~agreement~~from ~~with~~time ~~us. In addition~~ to ~~rights~~time ~~and~~by ~~remedies available to all purchasers in this offering under federal securities and state law,~~ the ~~purchasers~~Selling ~~which~~Stockholder ~~enter~~directly ~~into a securities purchase agreement will also be able~~ to ~~bring~~one ~~claims~~or ofmore ~~breach~~purchasers ofor ~~contract~~through ~~against~~brokers, ~~us.~~dealers, ~~The~~or ~~ability~~underwriters towho ~~pursue~~may aact ~~claim~~solely ~~for breach of contract is material to larger purchasers in this offering~~ as aagents ~~means~~at tomarket ~~enforce~~prices ~~the~~prevailing ~~following~~at ~~covenants uniquely available to them under~~ the ~~securities~~time ~~purchase~~of ~~agreement:~~sale, ~~(i)~~at aprices ~~covenant~~related to ~~not enter into variable rate financings for a period of one year following~~ the ~~closing~~prevailing ofmarket ~~the offering~~prices, ~~subject~~at tonegotiated ~~certain~~prices, ~~exceptions;~~or ~~and~~at ~~(ii)~~fixed aprices, ~~covenant~~which tomay ~~not~~be ~~enter~~changed. ~~into~~The ~~any~~sale ~~equity financings for 30 days from closing~~ of the ~~offering,~~Common ~~subject~~Stock tooffered ~~certain~~by ~~exceptions.~~this ~~The~~prospectus ~~nature~~could ofbe ~~the~~effected ~~representations,~~in ~~warranties~~one ~~and~~or ~~covenants~~more inof the ~~securities~~following ~~purchase agreements shall include~~methods:

	·	standard issuer representations and warranties on matters such as organization, qualification, authorization, no conflict, no governmental filings required, current in SEC filings, no litigation, labor or other compliance issues, environmental, intellectual property and title matters and compliance with various laws such as the Foreign Corrupt Practices Act; and
	·	covenants regarding matters such as registration of pre-funded warrant shares, no integration with other offerings, no stockholder rights plans, no material nonpublic information, use of proceeds, indemnification of purchasers, reservation and listing of shares of common stock, and no subsequent equity sales for 30 days, subject to certain exceptions.

	·	on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

	·	in the over-the-counter market;

	·	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

	·	through the writing or settlement of options, whether such options are listed on an options exchange or otherwise;

	·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

	·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

	·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

	·	an exchange distribution in accordance with the rules of the applicable exchange;

	·	privately negotiated transactions;

	·	short sales made after the date the registration statement of which this prospectus forms a part is declared effective by the SEC;

	·	through agents;

	·	a combination of any such methods of sale; and

	·	any other method permitted pursuant to applicable law.

The Selling Stockholder may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

Square Gate is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. Square Gate may engage one or more registered broker-dealers to effectuate resales, if any, of such Common Stock that it may acquire from us. Such resales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such registered broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. Square Gate has informed us that each such broker-dealer it engages to effectuate resales of our Common Stock on its behalf may receive commissions from Square Gate for executing such resales for Square Gate and, if so, such commissions will not exceed customary brokerage commissions.

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~~This~~Square ~~offering~~Gate ~~will~~has ~~terminate~~represented onto ~~March~~us ~~[●]~~that no existing arrangements between the Selling Stockholder and any other stockholder, ~~2026~~broker, ~~unless~~dealer, weunderwriter ~~decide~~or agent relating to ~~terminate~~the sale or distribution of the ~~offering~~Common ~~(which~~Stock weoffered ~~may~~by dothis atprospectus. ~~any~~Brokers, ~~time~~dealers, underwriters or agents participating in ~~our~~the ~~discretion)~~distribution ~~prior~~of tothe ~~that~~Common ~~date.~~Stock Weoffered ~~will~~by ~~have~~this ~~one~~prospectus ~~closing~~may receive compensation in the form of commissions, discounts, or concessions from the purchasers, for ~~all~~whom the ~~securities~~broker-dealers ~~purchased~~may inact as agent, of the shares sold by the Selling Stockholder through this ~~offering~~prospectus. The ~~public~~compensation ~~offering~~paid ~~price~~to ~~per~~any ~~share~~such ~~(or~~particular ~~pre~~broker-~~funded~~dealer ~~warrant)~~by ~~will~~any such purchasers of Common Stock sold by the Selling Stockholder may be ~~fixed~~less ~~for~~than or in excess of customary commissions. Neither we nor the ~~duration~~Selling Stockholder can presently estimate the amount of ~~this~~compensation ~~offering~~that any agent will receive from any purchasers of Common Stock sold by the Selling Stockholder.

~~Delivery~~In oforder to comply with the securities ~~offered~~laws ~~hereby~~of iscertain ~~expected~~states, toif ~~occur~~applicable, onthe shares may be sold only through registered or ~~about~~licensed ~~March~~brokers [or ]dealers. In addition, ~~2026~~in certain states, ~~subject~~the toshares ~~satisfaction~~may not be sold unless they have been registered or ~~waiver~~qualified offor ~~customary~~sale ~~closing~~in ~~conditions~~the state or an exemption from the state's registration or qualification requirement is available and complied with.

~~Placement~~Square ~~Agent~~Gate ~~Fees~~has ~~and~~represented ~~Expenses~~to us that at no time prior to the date of the ELOC Purchase Agreement has Square Gate, its managing partner, any of their respective officers, or any entity managed or controlled by Square Gate or its managing partner, engaged in or effected, in any manner whatsoever, directly or indirectly, for its own account or for the account of any of its affiliates, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our Common Stock or any hedging transaction which establishes a net short position with respect to our Common Stock. Square Gate has agreed that during the term of the ELOC Purchase Agreement, neither Square Gate, its managing partner, any of their respective officers, nor any entity managed or controlled by Square Gate or its managing partner, will enter into or effect, directly or indirectly, any of the foregoing transactions for its own account or for the account of any other such person or entity. Notwithstanding the foregoing prohibition, in accordance with Regulation SHO, the sale after delivery of a Put Notice of such number of shares of Common Stock reasonably expected to be purchased under such Put Notice shall not be deemed a short sale. This means that Square Gate may sell shares it reasonably expects to receive from us under a Put Notice before actually receiving such shares, which sales would not violate the short sale prohibition.

We ~~have~~may ~~agreed~~from time to ~~pay~~time ~~the~~file ~~placement~~with ~~agent~~the aSEC ~~cash~~one ~~fee~~or ~~equal~~more supplements to ~~8.0%~~this ofprospectus ~~the~~or ~~gross~~amendments ~~proceeds~~to ~~received from~~ the ~~sale~~registration statement of ~~securities~~which inthis ~~the~~prospectus ~~offering.~~forms Wea ~~have~~part ~~also~~to ~~agreed~~amend, tosupplement ~~reimburse~~or ~~the~~update ~~placement~~information ~~agent~~contained in ~~connection~~this ~~with~~prospectus, ~~this~~including, ~~offering~~if ~~for~~and ~~its~~when ~~reasonable~~required ~~accountable~~under ~~expenses~~the ~~incurred~~Securities inAct, ~~connection~~to ~~with~~disclose ~~this~~certain ~~offering,~~information ~~including~~relating ~~legal~~to ~~expenses~~a inparticular ansale ~~amount~~of upshares tooffered ~~$100,000.~~by Wethis ~~estimate~~prospectus by the ~~total~~Selling ~~offering~~Stockholder, ~~expenses~~including ofwith ~~this~~respect ~~offering~~to ~~that~~any ~~will~~compensation bepaid or payable by ~~us, excluding~~ the ~~placement~~Selling ~~agent’s~~Stockholder ~~fees~~to ~~and~~any ~~expenses~~brokers, ~~will~~dealers, beunderwriters ~~approximately~~or ~~$140,000.~~agents ~~After~~that ~~deducting~~participate in the ~~placement~~distribution ~~agent’s~~of ~~fees~~such ~~and~~shares ~~our~~by ~~estimated~~the ~~offering~~Selling ~~expenses~~Stockholder, weand ~~expect~~any ~~the~~other ~~net~~related ~~proceeds~~information ~~from~~required ~~this offering~~ to be ~~approximately~~disclosed ~~$10.8~~under ~~million~~the Securities Act.

~~The~~We ~~following~~will ~~table~~pay ~~shows~~the expenses incident to the ~~public~~registration ~~offering~~under ~~price,~~the ~~placement~~Securities ~~agent~~Act ~~fees~~of the offer and ~~proceeds,~~sale ~~before~~of the Common Stock covered by this prospectus by the Selling Stockholder. The Selling Stockholder will pay any underwriting discounts and commissions and expenses, toincurred usby the Selling Stockholder for brokerage, ~~assuming~~accounting, ~~the~~tax ~~purchase~~or oflegal ~~all~~services or any other expenses incurred by the ~~securities~~Selling weStockholder ~~are~~in ~~offering~~disposing of the securities.

Per Share

Per Pre- Funded Warrant

Total(2)

Public offering price

Placement agent cash fee (8.0%)

Proceeds, before expenses, to us(1)

We have also agreed to indemnify the Selling Stockholder and certain other persons against certain liabilities in connection with the offering of Common Stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Square Gate has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by Square Gate specifically for use in this prospectus or any misrepresentation, breach of any representation, warranty, covenant, agreement or obligation by or of Square Gate. If such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

~~_______________~~ We have advised the Selling Stockholder that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the Selling Stockholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

	(1)	The amount of offering proceeds, before expenses, to us does not give effect to any exercise of the pre-funded warrants being offered in this offering.
	(2)	Because there is no minimum number of securities or amount of proceeds required as a condition to closing in this offering, the actual public offering amount, placement agent fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above.

Placement Agent Warrants

We have agreed to issue to the Placement Agent Warrants to purchase a number of shares of our common stock equal to 8.0% of the aggregate number of shares of common stock (including shares of common stock underlying the pre-funded warrants) sold to the investors in this offering. The Placement Agent Warrants will have an exercise price equal to 100% of the public offering price per share of common stock in this offering. The Placement Agent Warrants are exercisable immediately after issuance and will expire five (5) years following the date of issuance. The Placement Agent Warrants will be issued pursuant to this registration statement and are registered hereunder. The form of the Placement Agent Warrant is included as an exhibit to the registration statement of which this prospectus forms a part. The Placement Agent Warrants and the shares of our common stock issuable upon exercise of the Placement Agent Warrants have been included in the registration statement of which this prospectus forms a part.

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~~Indemnification~~This offering will terminate on the date that all Common Stock offered by this prospectus have been sold by the Selling Stockholder. Our Common Stock is listed on The Nasdaq Capital Market tier of Nasdaq under the symbol “ARTL.”

WePRINCIPAL have agreed to indemnify the placement agent and specified other persons against certain liabilities, including certain liabilities arising under the Securities Act, or to contribute to payments that the placement agent or such other persons may be required to make in respect of such liabilities.STOCKHOLDERS

~~Lock-Up~~The ~~Agreements~~following table sets forth certain information with respect to the beneficial ownership of our Common Stock as of March 23, 2026 by:

We· ~~have~~each ~~agreed~~person, ~~that~~or ~~for~~group ~~a period~~ of 30affiliated ~~days from the closing of this offering~~persons, ~~neither~~who we ~~nor~~know ~~any subsidiary may (i) offer, pledge, sell, contract~~ to ~~sell,~~beneficially ~~sell~~own ~~any~~more ~~option~~than or5% ~~contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose~~ of, ~~directly~~our orCommon ~~indirectly,~~Stock; ~~any~~· ~~shares~~each of our ~~common~~named ~~stock~~executive orofficers; ~~any~~· ~~securities~~each ~~convertible into or exercisable or exchangeable for shares~~ of our ~~common stock~~directors; orand ~~(ii)~~· ~~file~~all orof caused to be filed any registration statement with the SEC other than this registration statement, subject to certain exceptions. In addition, we have agreed not to effect or enter into an agreement to effect any issuance by us or our ~~subsidiaries~~executive ofofficers ~~any~~and ~~securities~~directors ~~that involve a variable rate transaction (~~as ~~defined in the securities purchase agreement) for~~ a ~~period of one year following the closing date of this offering, subject to certain exceptions~~group. ~~The placement agent may waive this prohibition in its sole discretion and without notice.~~

~~Additionally,~~The ~~each~~percentage ofbeneficial ~~our~~ownership ~~executive~~information ~~officers~~shown ~~and~~in ~~directors has agreed with~~ the ~~placement~~table ~~agent,~~is ~~subject~~based toon ~~certain~~an ~~exceptions,~~aggregate ~~not~~of ~~to offer~~736,127 ~~sell, dispose of or hedge any~~ shares of our ~~common~~Common ~~stock~~Stock oroutstanding ~~common~~as ~~stock~~March ~~equivalents~~23, ~~for a period of 90 days from the closing of the offering pursuant to this prospectus~~2026.

~~Right~~Beneficial ownership is determined according to the rules of ~~First~~the ~~Refusal~~SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security. Under those rules, beneficial ownership includes securities that the individual or entity has the right to acquire, such as through the exercise of stock options, within 60 days of March 23, 2026. Shares subject to options that are currently exercisable or exercisable within 60 days of March 23, 2026 are considered outstanding and beneficially owned by the person holding such options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Except as noted by footnote, and subject to community property laws where applicable, based on the information provided to us, we believe that the persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them.

WeUnless ~~have~~otherwise ~~granted~~indicated, the ~~placement~~persons ~~agent~~or aentities ~~right~~identified ofin ~~first~~this ~~refusal~~table ~~for~~have asole ~~period~~voting ofand 12investment ~~months~~power ~~following~~with ~~the~~respect ~~closing~~to ofall ~~this~~shares ~~offering~~shown ~~to act~~ as ~~sole~~beneficially ~~book-running~~owned ~~manager~~by them, ~~sole~~subject ~~underwriter~~to orapplicable ~~sole~~community ~~placement~~property ~~agent,~~laws. Except as ~~applicable~~otherwise noted below, ~~for~~the ~~each~~address ~~and~~of ~~every~~each ~~future~~of ~~public~~the individuals and ~~private~~entities ~~equity~~named ~~offering,~~in ~~debt~~the ~~financing~~table orbelow ~~refinancing,~~is orc/o ~~acquisition~~Artelo orBiosciences, ~~disposition~~Inc., by505 usLomas orSanta ~~any~~Fe, ofSuite ~~our~~160, ~~successors~~Solana orBeach, ~~subsidiaries~~California 92075.

Tail

We have also agreed to pay the placement agent a tail fee equal to the full cash fee and warrant compensation described above if any investor who was contacted or introduced to us by the placement agent during this offering provides us with capital in any public or private offering or other financing or capital raising transaction during the 12-month period following the expiration or termination of our engagement with the placement agent.

Regulation M Compliance

The placement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any fees received by it and any profit realized on the resale of the securities sold by it while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. As an underwriter, the placement agent would be required to comply with the requirements of the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of our securities by the placement agent. Under these rules and regulations, the placement agent may not (i) engage in any stabilization activity in connection with our securities and (ii) bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.

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Determination of Offering Price

Name and Address of Beneficial Owner	Shares		Percentage
5% Stockholders:
None

Other Directors and Named Executive Officers:
Gregory D. Gorgas⁽¹⁾		32,138		4.2	%
Connie Matsui⁽²⁾		48,702		6.2	%
Steven Kelly⁽³⁾		669	*
Douglas Blayney, M.D.⁽⁴⁾		695	*
R. Martin Emanuele, Ph.D.⁽⁵⁾		688	*
Gregory R. Reyes M.D., Ph.D.⁽⁶⁾		546	*
Tamara A. Favorito⁽⁷⁾		8,836		1.2	%
Mark E. Spring⁽⁸⁾		556	*
All directors and executive officers as a group (8 persons)		92,830		11.2	%

~~The~~* ~~actual~~Less ~~public~~than offering price of the securities we are offering will be negotiated between us and the investors, in consultation with the placement agent, based on the trading of our common stock prior to the offering, among other things. Other factors considered in determining the public offering price of the securities we are offering include our history and prospects, the stage of development of our business, our business plans for the future and the extent to which they have been implemented, an assessment of our management, the general conditions of the securities markets at the time of the offering and such other factors as were deemed relevant. The public offering price per share (or pre-funded warrant) will be fixed for the duration of this offering.1%

Electronic Distribution

(1)	Consists of (i) 1,003 shares of Common Stock held directly by Gregory D. Gorgas, (ii) 134 shares of Common Stock held indirectly by Gorgas Family Trust, (iii) 19,059 shares of Common Stock issuable pursuant to options held directly by Gregory D. Gorgas exercisable within 60 days, (iv) 2,882 shares of Common Stock issued on the conversion of an outstanding note payable, (v) 3,196 warrants representing 3,196 shares of Common Stock which have an exercise price of $18.72 per common share and expire in October 2030, and (vi) 5,864 warrants representing 5,864 shares of Common Stock which have an exercise price of $10.20 per common share and expire in October 2030.

(2)	Consists of (i) 210 shares of Common Stock held directly by Connie Matsui, (ii) 725 shares of Common Stock issuable pursuant to options held directly by Connie Matsui exercisable within 60 days, (iii) 11,526 shares of Common Stock issued on the conversion of an outstanding note payable, (v) 12,782 warrants representing 12,782 shares of Common Stock which have an exercise price of $18.72 per common share and expire in October 2030, and (vi) 23,459 warrants representing 23,459 shares of Common Stock which have an exercise price of $10.20 per common share and expire in October 2030.

A prospectus in electronic format may be made available on a website maintained by the placement agent, and the placement agent may distribute prospectuses electronically. Other than the prospectus in electronic format, the information on any such website is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us or the placement agent, and should not be relied upon by investors.

(3)	Consists of (i) 47 shares of Common Stock held by Steven Kelly, and (ii) 622 shares of Common Stock issuable pursuant to options held directly by Steven Kelly exercisable within 60 days.

(4)	Consists of (i) 47 shares of Common Stock held by Douglas Blayney, M.D., and (ii) 648 shares of Common Stock issuable pursuant to options held directly by Douglas Blayney, M.D., exercisable within 60 days.

(5)	Consists of (i) 47 shares of Common Stock held by R. Marty Emanuele, Ph.D., and (ii) 641 shares of Common Stock issuable pursuant to options held directly by R. Marty Emanuele, Ph.D., exercisable within 60 days.

(6)	Consists of 546 shares of Common Stock issuable pursuant to options held directly by Gregory R. Reyes M.D., Ph.D., exercisable within 60 days.

(7)	Consists of (i) 307 shares of Common Stock issuable pursuant to options held directly by Tamara A. Favorito exercisable within 60 days, (ii) 2,058 shares of Common Stock issued on the conversion of an outstanding note payable, (iii) 2,282 warrants representing 2,282 shares of Common Stock which have an exercise price of $18.72 per common share and expire in October 2030, and (vi) 4,189 warrants representing 4,189 shares of Common Stock which have an exercise price of $10.20 per common share and expire in October 2030.

(8)	Consists of 556 shares of Common Stock issuable pursuant to options held directly by Mark E. Spring, exercisable within 60 days.

~~Other~~26 ~~Relationships~~Table of Contents

~~From~~DESCRIPTION ~~time~~OF toCAPITAL time, the placement agent may provide, in the future, various advisory, investment and commercial banking and other services to us in the ordinary course of business, for which it may receive customary fees and commissions. Except as disclosed in this prospectus, we have no present arrangements with the placement agent for any services. In addition, in the ordinary course of their business activities, the placement agent and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The placement agent and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.STOCK

The following description summarizes certain terms of our capital stock and certain provisions of our Articles of Incorporation and Bylaws. This summary does not purport to be complete and is qualified in its entirety by the provisions of our Articles of Incorporation and Bylaws, copies of which are filed with the SEC as exhibits to the registration statement on Form S-1 of which this prospectus forms a part, and to the applicable provisions of Nevada law.

Authorized Capital Stock

Our authorized capital stock consists of 166,689,815 shares of capital stock, of which 166,666,667 shares are designated as common stock, $0.001 par value per share, and 23,148 shares are designated as preferred stock, $0.001 par value per share. As of March 23, 2026, there were 736,127 shares of Common Stock issued and outstanding held by approximately 167 holders of record of our Common Stock, and no outstanding shares of preferred stock.

Common Stock

The holders of our Common Stock (i) have equal ratable rights to dividends from funds legally available therefor, when, as and if declared by our board of directors; (ii) are entitled to share in all of our assets available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of our affairs; (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and (iv) are entitled to one non-cumulative vote per share on all matters submitted to a vote of stockholders. The rights, preferences and privileges of the holders of our Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate in the future.

Preferred Stock

The Company has authorized 23,148 shares of preferred stock. There is no preferred stock outstanding.

Anti-Takeover Effects of Nevada Law and our Articles of Incorporation and Bylaws.

Certain provisions of Nevada law and certain provisions that are included in our Articles of Incorporation and our Bylaws may have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of the increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.

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Classified Board. Our amended and restated certificate of incorporation provides that our board of directors is divided into three classes, designated Class I, Class II, and Class III. Each class will be an equal number of directors, as nearly as possible, consisting of one third of the total number of directors constituting the entire board of directors. The term of Class I directors shall terminate on the date of the 2027 annual meeting, the term of the Class II directors shall terminate on the date of the 2028 annual meeting, and the term of the Class III directors shall terminate on the date of the 2026 annual meeting. At each annual meeting of stockholders, successors to the class of directors whose term expires at that annual meeting will be elected for a three-year term.

Stockholder Meetings. Our Bylaws provide that a special meeting of stockholders may be called only by our president, by all of the directors when there are no more than three directors, or if there are more than three directors, by any three directors, or by the holder of a majority share of our capital stock.

Stockholders Not Entitled to Cumulative Voting. Our Bylaws do not permit stockholders to cumulate their votes in the election of directors. Accordingly, the holders of a majority of the outstanding shares of our Common Stock entitled to vote in any election of directors could elect all of the directors standing for election, if they chose, other than any directors that holders of our preferred stock may be entitled to elect.

Nevada Business Combination Statutes. The “business combination” provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes, (the “NRS”), generally prohibit a Nevada corporation with at least 200 stockholders of record from engaging in various “combinations” with any interested stockholder for a period of two years after the date of the transaction in which the person became an interested stockholder, unless (a) such transaction or combination is approved by the Board prior to the date the interested stockholder obtained such status, or (b) the combination is approved by the Board and thereafter is approved at a meeting of the stockholders by the affirmative vote of stockholders representing at least 60% of the outstanding voting power held by disinterested stockholders. The prohibition on “combinations” with an interested stockholder extends beyond the expiration of the two-year period, unless:

	·	the combination was approved by the Board prior to the person becoming an interested stockholder or the transaction by which the person first became an interested stockholder was approved by the Board before the person became an interested stockholder or the combination is later approved by a majority of the voting power held by disinterested stockholders; or

	·	if the consideration to be paid by the interested stockholder is at least equal to the highest of: (a) the highest price per share paid by the interested stockholder within the two years immediately preceding the date of the announcement of the combination or in the transaction in which it became an interested stockholder, whichever is higher, (b) the market value per share of Common Stock on the date of announcement of the combination and the date the interested stockholder acquired the shares, whichever is higher, or (c) for holders of preferred stock, the highest liquidation value of the preferred stock, if it is higher.

A “combination” is generally defined to include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer, or other disposition, in one transaction or a series of transactions, with an “interested stockholder” having: (a) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation, (b) an aggregate market value equal to 5% or more of the aggregate market value of all outstanding voting shares of the corporation, (c) more than 10% of the earning power or net income of the corporation, and (d) certain other transactions with an interested stockholder or an affiliate or associate of an interested stockholder.

In general, an “interested stockholder” is a person who, together with affiliates and associates, beneficially owns (or within two years, did own) 10% or more of the voting power of the outstanding voting shares of a corporation. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.

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Nevada Control Share Acquisition Statutes. The “control share” provisions of Sections 78.378 to 78.3793, inclusive, of the NRS apply to “issuing corporations” that are Nevada corporations with at least 200 stockholders of record, including at least 100 stockholders of record who are Nevada residents, and that conduct business in Nevada directly or through an affiliated corporation. The control share statute prohibits an acquirer, under certain circumstances, from voting its shares of a target corporation’s stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation’s disinterested stockholders. The statute specifies three thresholds: one-fifth or more but less than one-third, one-third or more but less than a majority, and a majority or more, of the outstanding voting power. Generally, once an acquirer crosses one of the above thresholds, those shares acquired within 90 days prior to the shareholder crossing the relevant threshold become “control shares” and such control shares are deprived of the right to vote until disinterested stockholders restore the right. These provisions also provide that if control shares are accorded full voting rights and the acquiring person has acquired a majority or more of all voting power, all other stockholders who do not vote in favor of authorizing voting rights to the control shares are entitled to demand payment for the fair value of their shares in accordance with statutory procedures established for dissenters’ rights.

Our Bylaws provide that we shall be considered an “issuing corporation” as defined in such statutes, irrespective of whether we, as of any date, (i) have 200 or more stockholders of record, at least 100 of whom have had addresses in Nevada appearing on our stock ledger at all times during the 90 days immediately preceding such date, and/or (ii) does business in Nevada directly or through an affiliated corporation.

The effect of the Nevada control share statutes is that the acquiring person, and those acting in association with the acquiring person, will obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders at an annual or special meeting. The Nevada control share law could have the effect of discouraging takeovers of us.

Amendment of Articles of Incorporation and Bylaw Provisions. The amendment of any provision of our Articles of Incorporation (other than the name of the Company) must be approved by the board of directors and shareholders holding a majority of the voting power of the issued and outstanding shares of the Company’s capital stock. The amendment of any provision of our Bylaws may be made by majority vote of the shareholders at any annual meeting or special meeting called for that purpose or by the board of directors, but the board of directors may not alter or repeal any Bylaws adopted by the shareholders.

The provisions of Nevada law, our Articles of Incorporation, and our Bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our Common Stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in the composition of our board and management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Transfer Agent and Registrar

The transfer agent and registrar for our ~~common~~Common ~~stock~~Stock is Equiniti Trust Company, LLC. The transfer agent’s address is 48 Wall Street, 23rd floor, New York, NY 10043.

Market Listing

Our ~~common~~Common ~~stock~~Stock is listed on The Nasdaq ~~under~~Capital ~~the~~Market ~~symbol~~tier ~~“ARTL.”~~of ~~There~~Nasdaq isunder ~~no established trading market for~~ the ~~pre-funded~~symbol ~~warrants and we do not intend to list the pre-funded warrants on any securities exchange or nationally recognized trading system~~“ARTL.”

2629 Table of Contents

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO

NON-U.S. HOLDERS

The following is a general discussion of the material U.S. holders (as defined below) with respect to their purchase, ownership and disposition of our convertible notes and warrants purchased in this offering. This discussion is for general information only, is not tax advice and does not purport to be a complete analysis of all the potential tax considerations. This discussion is based upon the provisions of the United States Internal Revenue Code of 1986, as amended, or the Code, existing and proposed Treasury Regulations promulgated thereunder, current administrative rulings and judicial decisions, all in effect as of the date hereof. These authorities may be changed, possibly retroactively, so as to result in U.S. federal income tax consequences different from those set forth below. We have not sought any ruling from the Internal Revenue Service, or IRS, with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.

This discussion does not address the tax considerations arising under the laws of any non-U.S., state or local jurisdiction or under U.S. federal gift and estate tax laws. In addition, this discussion does not address any tax considerations applicable to an investor’s particular circumstances or to investors that may be subject to special tax rules, including, without limitation:

	·	banks, insurance companies, regulated investment companies, real estate investment trusts or other financial institutions;

	·	persons subject to the alternative minimum tax or the Medicare contribution tax on net investment income;

	·	tax-exempt organizations or governmental organizations;

	·	controlled foreign corporations, passive foreign investment companies and corporations that accumulate earnings to avoid U.S. federal income tax;

	·	brokers or dealers in securities or currencies;

	·	traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

	·	persons that own, or are deemed to own, more than five percent of our capital stock (except to the extent specifically set forth below);

	·	certain former citizens or long-term residents of the United States;

	·	partnerships or other entities or arrangements classified as partnerships for U.S. federal income tax purposes or other pass-through entities (and investors therein);

	·	persons whose functional currency is not the U.S. dollar;

	·	persons who hold our convertible notes or warrants as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction or integrated investment;

	·	persons who hold or receive our convertible notes or warrants pursuant to the exercise of any warrant or option or otherwise as compensation;

	·	persons who hold or receive our convertible notes or warrants pursuant to conversion rights under convertible instruments;

	·	persons who do not hold our convertible notes or warrants as a capital asset within the meaning of Section 1221 of the Code; or

	·	persons deemed to sell our convertible notes or warrants under the constructive sale provisions of the Code.

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In addition, if a partnership, entity or arrangement classified as a partnership for U.S. federal income tax purposes holds our convertible notes or warrants, the tax treatment of a partner generally will depend on the status of the partner and upon the activities of the partnership. Accordingly, entities classified as partnerships for U.S. federal income tax purposes and other pass-through entities that hold our convertible notes or warrants, as well as partners or members in such entities, should consult their tax advisors.

You are urged to consult your tax advisor with respect to the application of the U.S. federal income tax laws to your particular situation, as well as any tax consequences of the purchase, ownership and disposition of our convertible notes or warrants arising under the U.S. federal estate or gift tax laws or under the laws of any state, local, non-U.S. or other taxing jurisdiction or under any applicable tax treaty. In addition, significant changes in U.S. federal income tax laws were recently enacted. You should consult with your tax advisor with respect to such changes in U.S. tax law as well as potentially conforming changes in state tax laws.

Non-U.S. Holder Defined

For purposes of this discussion, you are a non-U.S. holder if you are any holder of our Common Stock, warrants other than a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) or:

	·	an individual who is a citizen or resident of the United States (for U.S. federal income tax purposes);

	·	a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

	·	an estate whose income is subject to U.S. federal income tax regardless of its source; or

	·	a trust if it (i) is subject to the primary supervision of a U.S. court and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) has made a valid election under applicable Treasury Regulations to be treated as a U.S. person.

Distributions

As described in the section captioned “Dividend policy,” we have never declared or paid cash dividends on our capital stock and do not anticipate paying any dividends on our capital stock in the foreseeable future. However, if we do make distributions on our Common Stock, those payments will constitute dividends for U.S. tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed both our current and our accumulated earnings and profits, they will constitute a return of capital and will first reduce your basis in our Common Stock, but not below zero, and then will be treated as gain from the sale of stock as described below under “-Gain on Disposition of Convertible Notes or Warrants.”

Subject to the discussion below on effectively connected income, backup withholding and foreign accounts, any dividend paid to you generally will be subject to U.S. withholding tax either at a rate of 30% of the gross amount of the dividend or such lower rate as may be specified by an applicable income tax treaty. In order to receive a reduced treaty rate, you must provide us with an IRS Form W-8BEN, IRS Form W-8BEN-E or other appropriate version of IRS Form W-8 certifying qualification for the reduced rate.

Dividends received by you that are effectively connected with your conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, attributable to a permanent establishment maintained by you in the United States) are generally exempt from the withholding tax described in the previous paragraph, subject to the discussion below on backup withholding. In order to obtain this exemption, you must provide us with an IRS Form W-8ECI or other applicable IRS Form W-8 properly certifying such exemption. Such effectively connected dividends, although not subject to withholding tax, are taxed at the same graduated rates applicable to U.S. persons, net of certain deductions and credits, subject to an applicable income tax treaty providing otherwise. In addition, if you are a corporate non-U.S. holder, dividends you receive that are effectively connected with your conduct of a U.S. trade or business may also be subject to a branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty. You should consult your tax advisor regarding any applicable tax treaties that may provide for different rules.

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If you hold our Common Stock through a financial institution or other agent acting on your behalf, you will be required to provide appropriate documentation to the agent, which then will be required to provide certification to us or our paying agent, either directly or through other intermediaries. You may be eligible to obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

Backup Withholding and Information Reporting

Generally, we must report annually to the IRS the amount of dividends paid to you, your name and address, and the amount of tax withheld, if any. A similar report will be sent to you. Pursuant to applicable income tax treaties or other agreements, the IRS may make these reports available to tax authorities in your country of residence.

Payments of dividends or of proceeds on the disposition of stock made to you may be subject to information reporting and backup withholding at a current rate of 24% unless you establish an exemption, for example, by properly certifying your non-U.S. status on an IRS Form W-8BEN, IRS Form W-8BEN-E or another appropriate version of IRS Form W-8. Notwithstanding the foregoing, backup withholding and information reporting may apply if either we or our paying agent has actual knowledge, or reason to know, that you are a U.S. person.

Under current U.S. federal income tax law, U.S. information reporting and backup withholding requirements generally will apply to the proceeds of a disposition of our convertible notes or warrants effected by or through a U.S. office of any broker, U.S. or foreign, except that information reporting and such requirements may be avoided if the holder provides a properly executed and appropriate IRS Form W-8 or otherwise meets documentary evidence requirements for establishing non- U.S. holder status or otherwise establishes an exemption. Generally, U.S. information reporting and backup withholding requirements will not apply to a payment of disposition proceeds to a non-U.S. holder where the transaction is effected outside the U.S. through a non-U.S. office of a non-U.S. broker. Information reporting and backup withholding requirements may, however, apply to a payment of disposition proceeds if the broker has actual knowledge, or reason to know, that the holder is, in fact, a U.S. person. For information reporting purposes, certain brokers with substantial U.S. ownership or operations will generally be treated in a manner similar to U.S. brokers.

Backup withholding is not an additional tax; rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, you may be able to obtain a refund or credit from the IRS, provided that the required information is furnished to the IRS in a timely manner.

Foreign Account Tax Compliance

The Foreign Account Tax Compliance Act and the rules and regulations promulgated thereunder, collectively FATCA, generally impose withholding tax at a rate of 30% on dividends on, and gross proceeds from the sale or other disposition of, our convertible notes or warrants paid to a “foreign financial institution” (as specially defined under these rules), unless such institution enters into an agreement with the U.S. government to, among other things, withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding the U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or otherwise establishes an exemption. FATCA also generally imposes a U.S. federal withholding tax of 30% on dividends on and gross proceeds from the sale or other disposition of our convertible notes or warrants paid to a “non-financial foreign entity” (as specially defined under these rules) unless such entity provides the withholding agent with a certification identifying certain substantial direct and indirect U.S. owners of the entity, certifies that there are none or otherwise establishes an exemption. The withholding provisions under FATCA generally apply to dividends on our convertible notes or warrants, and, subject to the proposed regulations described in the next sentence, will apply to gross proceeds of a sale or other disposition of our convertible notes and warrants. The Treasury Department has released proposed regulations (the preamble to which specifies that taxpayers are permitted to rely on them pending finalization) which, if finalized in their present form, would eliminate the federal withholding tax of 30% applicable to the gross proceeds of a disposition of our convertible notes or warrants. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes. An intergovernmental agreement between the United States and an applicable foreign country may modify the requirements described in this paragraph. You should consult your tax advisors regarding the possible implications of FATCA on your investment in our convertible notes or warrants.

The preceding discussion of U.S. federal tax considerations is for general information only. It is not tax advice. Each prospective investor should consult its tax advisor regarding the particular U.S. federal, state and local and non-U.S. tax consequences of purchasing, holding and disposing of our convertible notes or warrants, including the consequences of any proposed change in applicable laws.

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LEGAL MATTERS

The validity of the securities offered by this prospectus will be passed upon for us by Fennemore Craig, P.C., Reno, Nevada. ~~Certain other legal matters will be passed upon for us by Bevilacqua PLLC. Certain legal matters in connection with the offering will be passed upon for the placement agent by Zarif Law Group P.C.~~

Bevilacqua PLLC holds 2,691 shares of common stock and 8,071 shares of common stock issuable upon exercise of warrants, which it received as part of the June 2025 private placement.

EXPERTS

The consolidated financial statements of Artelo Biosciences, Inc. incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2025, and as updated on Form 8-K filed with the SEC on March 17, 2026, have been so incorporated in reliance on the report (which contains an explanatory paragraph regarding ~~the~~our ~~Company’s~~ ability to continue as a going concern) of MaloneBailey, LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the ~~securities~~shares of our Common Stock offered ~~hereby~~by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, orsome ~~the~~of which is contained in exhibits to the registration statement as permitted by the rules and ~~schedules~~regulations ~~filed~~of ~~therewith~~the SEC. For further information ~~about~~with respect to us orand our ~~securities~~Common ~~offered hereby~~Stock, we refer you to the registration statement, ~~and~~including the exhibits ~~and~~filed ~~schedules~~as ~~filed~~a ~~thereto~~part of the registration statement. Statements contained in this prospectus ~~regarding~~concerning the contents of any contract or any other document ~~that~~are isnot necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, ~~are~~please ~~not~~see ~~necessarily~~the ~~complete,~~copy ~~and~~of ~~each~~the ~~such~~contract or document that has been filed. Each statement is this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by ~~reference~~the tofiled ~~the~~exhibit. ~~full~~The ~~text~~SEC ofmaintains ~~such~~an ~~contract~~Internet orwebsite that contains reports, proxy statements and other ~~document~~information ~~filed~~about asissuers, anlike ~~exhibit~~us, tothat file electronically with the ~~registration~~SEC. ~~statement~~The address of that website is www.sec.gov.

We file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information are available for inspection and copying at the SEC’s public reference facilities and the website of the SEC at www.sec.gov. Additionally, we will make these filings available, free of charge, on our website at www.artelobio.com as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC.

You may request a copy of this prospectus by contacting us at: Artelo Biosciences, Inc. at 505 Lomas Santa Fe, Suite 160, Solana Beach, CA or 858-925-7049. Our website address is www.artelobio.com and such reports and documents may be accessed from https://ir.artelobio.com/. Information contained on or accessible through Artelo’s website is not a part of the registration statement of which this prospectus forms a part, and the inclusion of Artelo’s website address in this prospectus is an inactive textual reference only.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to incorporate by reference into this prospectus certain information we file with it, which means that we can disclose important information by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede information contained in this prospectus. We incorporate by reference the documents listed below that we have previously filed with the SEC (excluding those portions of any Form 8-K that are not deemed “filed” pursuant to the General Instructions of Form 8-K):

· our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 24, 2026; · our Current Reports on Form 8-K filed on January 2, 2026, January 16, 2026, January 30, 2026, February 5, 2026, February 5, 2026, March 6, 2026, March 17, 2026, and March 18, 2026; and · the description of our ~~common~~Common ~~stock~~Stock contained in Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 24, 2026, including any amendment or report filed for the purpose of updating such description.

This prospectus forms part of a registration statement on Form S-1 that we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement or the documents incorporated by reference herein and therein. For further information with respect to us and the securities that we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement and the documents incorporated by reference herein and therein. You should rely only on the information incorporated by reference or provided in this prospectus and registration statement. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus and the documents incorporated by reference herein and therein is accurate as of any date other than the respective dates thereof.

All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents.

We will provide you without charge, upon your oral or written request, with a copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus or the registration statement (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to Artelo Biosciences, Inc., Attn: Chief Executive Officer, 505 Lomas Santa Fe, Suite 160, Solana Beach, California, 92075. You may also direct any requests for documents to us by telephone at (858) 925-7049.

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Artelo Biosciences, Inc.

~~1,641,587~~Up ~~Shares of Common Stock or Pre-funded Warrant~~ to ~~Purchase 1~~4,~~641~~273,~~587~~519 Shares of Common Stock,

Placement Agent Warrants to Purchase up to 131,327 Shares of Common Stock,

and

Up to 1,772,914 Shares of Common Stock Underlying the Pre-Funded Warrants and Placement Agent Warrants

PRELIMINARY PROSPECTUS

~~Craft~~March ~~Capital~~24, ~~Management LLC~~2026

[35 ],Table ~~2026~~of Contents

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth all expenses paid or payable by the registrant in connection with this offering. All amounts shown are estimates except for the SEC registration fee ~~and the FINRA filing fee~~.

	Amount Paid or to Be Paid
SEC registration fee	$	12,~~789~~637.7816
FINRA filing fee		2,300.00
Printing expenses	$	2,000.00
Printing expenses		2,000.00
Legal fees and expenses	$	60,000.00
Legal fees and expenses		80,000.00
Accounting fees and expenses	$	20,000.00
Accounting fees and expenses		40,000.00
Other fees and expenses	$	5,362.84
Other fees and expenses		13,910.22
Total	$	90,000.00
Total	$	140,000.00

Item 14. Indemnification of Directors and Officers.

The Company’s Articles of Incorporation and Bylaws provide that, to the fullest extent permitted by the laws of the State of Nevada, the Company shall indemnify any officer or director of the Company, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he/she is or was or has agreed to serve at the request of the Company as a director, officer, employee or agent of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, partner or manager or similar capacity) of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity. For the avoidance of doubt, the foregoing indemnification obligation includes, without limitation, claims for monetary damages against the indemnitee to the fullest extent permitted under Section 78.7502 of the Nevada Revised Statutes.

The indemnification provided shall be from and against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the indemnitee or on the indemnitee’s behalf in connection with such action, suit or proceeding and any appeal therefrom, but shall only be provided if the indemnitee acted in good faith and in a manner that the indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action, suit or proceeding, had no reasonable cause to believe the indemnitee’s conduct was unlawful.

In the case of any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he/she is or was a director, officer, employee or agent of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, no indemnification shall be made in respect of any claim, issue or matter as to which the indemnitee shall have been adjudged to be liable to the Company unless, and only to the extent that, the Nevada courts or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Nevada courts or such other court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that he/she did not act in good faith and in a manner which the indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the indemnitee’s conduct was unlawful.

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To the extent that indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. If a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of our company in the successful defense of any action, suit or proceeding) is asserted by any of our directors, officers or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of that issue.

The rights conferred in the Company’s Articles of Incorporation and Bylaws are not exclusive, and the Company is authorized to enter into indemnification agreements with its directors, officers, employees, and agents and to obtain insurance to indemnify such persons. The Company may not retroactively amend the Bylaws to reduce its indemnification obligations to directors, officers, employees, and agents.

The Company has entered into indemnification agreements with its directors and executive officers that provide the maximum indemnity allowed to directors and executive officers by Section 78.7502 of the Nevada Revised Statutes and also to provide for certain additional procedural protections, in addition to the indemnification provided for in the Company’s Articles of Incorporation and Bylaws, and intends to enter into indemnification agreements with any new directors and executive officers in the future.

The Company has purchased and currently intends to maintain insurance on behalf of each and any person who is or was a director or officer of the Company against any loss arising from any claim asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions.

The placement agency agreement between the Company and the placement agent (Exhibit 1.1 hereto) provides for indemnification by the Company of the placement agent for certain liabilities, including liabilities arising under the Securities Act.

See also the undertakings set out in response to Item 17 herein.

Item 15. Recent Sales of Unregistered Equity Securities.

We have sold the securities described below within the past three years which were not registered under the Securities Act. All of the sales listed below were made pursuant to an exemption from registration afforded by Section 4(a)(2) of the Securities Act (and Regulation D thereunder), unless otherwise indicated.

On May 13, 2022, we executed a private placement to Lincoln Park Capital Fund, LLC pursuant to which we have the right to sell to Lincoln Park up to $20,000,000 in shares of our Common Stock, subject to certain limitations, from time to time over the 36-month period commencing on the date that the conditions set forth in the purchase agreement have been satisfied, which includes that a registration statement covering the resale of the shares is declared effective by the SEC. We issued 1,086 shares of our Common Stock to Lincoln Park as consideration for its commitment to purchase our shares under the Purchase Agreement. In the Purchase Agreement, Lincoln Park represented to the Company, among other things, that it was an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, or the Securities Act). The securities were sold by the Company under the Purchase Agreement in reliance upon an exemption from the registration requirements under the Securities Act afforded by Section 4(a)(2) of the Securities Act. As of December 31, ~~2024~~2025, in accordance with the Equity Line, the Company issued 23,633 shares of the Company’s Common Stock.

Between April 27, 2025 and May 1, 2025, we entered into subscription agreements with various investors, pursuant to which the Company issued convertible notes to the investors in an aggregate principal amount of $900,000. A portion of the convertible notes are convertible into shares of our Common Stock, at the election of each investor, and the remaining portion of each note will be converted into warrants to purchase shares of our Common Stock. The sale and issuance of the convertible notes closed on May 1, 2025. The notes accrue interest at a rate of 12.0% per annum. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable thereunder, shall be due and payable on October 28, 2025. Effective October 28, 2025 (the “closing date”), we entered into an agreement with the holders of the convertible notes, pursuant to which we issued and sold to the convertible note holders, by converting all or a portion of the unconverted “Voluntary Conversion” portion of unpaid principal balance and accrued interest due to the convertible noteholders upon the maturity of the convertible notes: (i) newly issued convertible notes in an aggregate principal amount of $690,154.69; and (ii) five-year warrants to purchase an aggregate of 146,067 shares of common stock, at an exercise price of $10.20 per share. The newly issued convertible notes will accrue interest at a rate of 12% per annum, which will adjust to 20% upon an event of default (as defined therein). All unpaid principal, together with any then unpaid and accrued interest and other amounts payable thereunder, shall be due and payable six months after the closing date.

~~II-2~~37 Table of Contents

On June 24, 2025, ~~the~~we ~~Company~~ entered into a securities purchase agreement with certain accredited investors for the issuance and sale in a private placement of (i) 45,615 shares of Common Stock, (ii) up to 31,060 shares of Common Stock issuable upon the exercise of pre-funded warrants (the “Pre-Funded Warrants”), (iii) up to 153,351 shares of Common Stock issuable upon the exercise of common warrants at an exercise price of $17.46 per share (the “$17.46 Warrants”), and (iv) 76,678 shares of Common Stock issuable upon the exercise of warrants at an exercise price of $30.00 per share (the “$30.00 Warrants”). The private placement was priced at the market on June 24, 2025 and closed on June 26, 2025. Each share or, in lieu of shares, each Pre-Funded Warrant, was issued and sold in the private placement along with two (2) $17.46 Warrants and one (1) $30.00 Warrant. The combined purchase price for the securities was (i) $18.585 per share of Common Stock and three accompanying warrants and (ii) $18.582 per Pre-Funded Warrant and three accompanying warrants.

On August 1, 2025, we entered into a securities purchase agreement (the “Purchase Agreement”) for an at-the market PIPE (private investment in public equity) for the purchase and sale of securities at a price of $31.35 per security, consisting of: (a) 302,229 shares of Common Stock (or pre-funded warrants in lieu thereof); (b) three-year warrants to purchase 302,229 shares of Common Stock at an exercise price of $30.60 per share; and (c) three-year warrants to purchase 302,229 shares of Common Stock at an exercise price of $150.00 per share, for expected aggregate gross proceeds of approximately $9.475 million. We agreed that the net proceeds of the sale would be used to purchase Solana. However, on August 19, 2025, we entered into a Termination and Mutual Release Agreement (the “Purchase Termination Agreement”), which terminates in its entirety, effective as of the August 19, 2025, the Purchase Agreement, the three-year warrants, and any other certificates, agreements, or instruments executed in connection therewith. Concurrently with execution of the Purchase Termination Agreement, the Company paid $50,000 to TingleMerrett LLP, counsel to the investors, for legal fees incurred by the investors in connection with the transaction.

Effective October 28, 2025, we entered into the October 2025 Subscription Agreement with such investors, pursuant to which we issued and sold to such investors, and such investors purchased (by converting all or a portion of the unconverted “Voluntary Conversion” portion of unpaid principal balance and accrued interest due to such investors upon the maturity of the May 2025 Notes): (i) the Notes in an aggregate principal amount of $690,154.69; and (ii) the $10.20 Warrants to purchase an aggregate of 146,067 shares of Common Stock, at an exercise price of $10.20 per share. The sale and issuance of the Notes and $10.20 Warrants closed effective as of the Closing Date.

On January 30, 2026, in connection with our entry into the ELOC Purchase Agreement with Square gate, we issued an aggregate of 97,466 Commitment Shares having a stated aggregate value of $500,000, consisting of 35,342 shares of our common stock and pre ‑funded warrants to purchase up to 62,124 shares of our common stock at an exercise price of $0.~~001~~003 per share, with no expiration date. These securities were issued as a commitment fee pursuant to the ELOC Purchase Agreement with Square Gate. No underwriting discounts or commissions were paid with respect to these issuances.

On March 12, 2026, we entered into a securities purchase agreement with Vanquish Funding Group Inc., pursuant to which we issued a 12% bridge note that matures on January 15, 2027, in the aggregate principal amount of $237,300, which includes an original issue discount of $27,300, for an aggregate purchase price of $210,000. Solely upon the occurrence and continuation of an Event of Default (as defined in the bridge note), the buyer shall have the right, but not the obligation, to convert all or any portion of the outstanding balance of the bridge note, including principal, accrued interest, and any applicable default amount, into shares of our common stock. The conversion price is the greater of (i) $0.125 and (ii) 75% of the lowest trading price of our common stock during the ten (10) trading days immediately preceding the applicable conversion date.

On March 12, 2026, we entered into a securities purchase agreement with Boot Capital LLC, pursuant to which we issued a 12% bridge note that matures on January 15, 2027, in the aggregate principal amount of $113,000, which includes an original issue discount of $13,000, for an aggregate purchase price of $100,000. Solely upon the occurrence and continuation of an Event of Default (as defined in the bridge note), the buyer shall have the right, but not the obligation, to convert all or any portion of the outstanding balance of the bridge note, including principal, accrued interest, and any applicable default amount, into shares of our common stock. The conversion price is the greater of (i) $0.125 and (ii) 75% of the lowest trading price of our common stock during the ten (10) trading days immediately preceding the applicable conversion date.

Each of the foregoing issuances was made in a transaction not involving a public offering pursuant to an exemption from the registration requirements of the Securities Act in reliance upon Section 4(a)(2) of the Securities Act, or Regulation D or Regulation S promulgated under the Securities Act. Any shares of Common Stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange exclusively with our security holders.

II-3

Item 16. Exhibits and Financial Statement Schedules.

(a) ~~Exhibits~~Reference is made to the attached Exhibit Index. (b) No financial statement schedules are provided because the information called for is not required or is shown in the financial statements or the notes thereto.

Exhibit No.		Description
1.1*		Form of Placement Agency Agreement
3.1		Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed on May 11, 2023)
3.2		Certificate of Change (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on June 13, 2025)
3.3		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on April 21, 2023)
3.4		Certificate of Amendment to Bylaws (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on September 10, 2025)
3.5		Certificate of Amendment to Bylaws (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on November 14, 2025)
3.6		Certificate of Change (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on March 6, 2026)
4.1		Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 filed on December 16, 2020)
4.2		Form of Warrant (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on May 1, 2025)
4.3		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on June 26, 2025)
4.4		Form of $5.82 Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on June 26, 2025)
4.5		Form of $10.00 Warrant (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on June 26, 2025)
4.6		Form of Prefunded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on August 4, 2025)
4.7		Form of Market Priced Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on August 4, 2025)
4.8		Form of $50.00 Warrant (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on August 4, 2025)
4.9		Common Stock Warrant issued to ABK Labs, Inc., dated August 1, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on August 7, 2025)
4.10		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on September 5, 2025)
4.11		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on October 1, 2025)
4.12		Form of Convertible Note (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on October 31, 2025)
4.13		Form of Warrant (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on October 31, 2025)
4.14		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on February 5, 2026)
4.15*		Form of Pre-Funded Warrant
4.16*		Form of Placement Agent Warrant
5.1*		Opinion of Fennemore Craig, P.C.
10.1		Securities Purchase Agreement by and between the Company and Gregory D. Gorgas dated April 3, 2017 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on April 7, 2017)
10.2+		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on May 8, 2017)
10.3		Stock Purchase Agreement dated May 4, 2017 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on May 8, 2017)
10.4		Form of Private Placement Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 4, 2017)
10.5		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on August 4, 2017)
10.6		Stock Purchase Agreement dated August 1, 2017 (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on August 4, 2017)
10.7+		Material and Data Transfer, Option and License Agreement dated as of December 20, 2017 by and between the Company and NEOMED Institute (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on January 16, 2018)

Table of Contents

II-4

10.8+				First Amendment to Material and Data Transfer, Option and License Agreement by and between the Company and NEOMED Institute, dated as of January 4, 2019 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on April 15, 2019)
10.9+				License Agreement with Stony Brook University, by and between the Company and Stony Brook University, dated January 18, 2018 (incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-1/A filed on April 17, 2018)
10.10#				2018 Equity Incentive Plan, as amended, and Forms of Award Agreement thereunder (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed on December 16, 2020)
10.11#				Amended and Restated Employment Agreement by and between the Company and Gregory D. Gorgas dated August 30, 2019 (incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K filed on November 25, 2019)
10.12#				Amendment to Amended and Restated Employment Agreement by and between the Company and Gregory D. Gorgas dated October 26, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on October 27, 2025)
10.13				Form of Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 1, 2025)
10.14				Form of Convertible Note (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on May 1, 2025)
10.15				Form of Securities Purchase Agreement by and between Artelo Biosciences Inc. and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 26, 2025)
10.16				At-The-Market Offering Agreement by and among the Company and R.F. Lafferty & Co., Inc., dated as of July 18, 2025 (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed on July 18, 2025)
10.17				Form of Securities Purchase Agreement by and between Artelo Biosciences, Inc. and the investors named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 4, 2025)
10.18				Form of Termination and Mutual Release Agreement by and between Artelo Biosciences, Inc. and the investors named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 20, 2025)
10.19				Consulting Agreement by and between Artelo Biosciences, Inc. and ABK Labs, Inc., dated August 1, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 7, 2025)
10.20				Termination Agreement by and between Artelo Biosciences, Inc. and ABK Labs, Inc., dated August 19, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on August 20, 2025)
10.21				Cooperation Letter Agreement dated October 15, 2025, among the Company and the Farb Parties (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 17, 2025)
10.22#				Employment Agreement by and between the Company and Mark E. Spring dated October 26, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 27, 2025)
10.23				Form of Subscription Agreement by and between Artelo Biosciences Inc. and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 31, 2025)
10.24				Equity Purchase Agreement, dated as of January 30, 2026, by and between Artelo Biosciences, Inc. and Square Gate Capital Master Fund, LLC - Series 5 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 5, 2026)
10.25				Registration Rights Agreement, dated as of January 30, 2026, by and between Artelo Biosciences, Inc. and Square Gate Capital Master Fund, LLC - Series 5 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on February 5, 2026)
10.26				Securities Purchase Agreement, dated as of March 12, 2026, by and between Artelo Biosciences, Inc. and Vanquish Funding Group Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 18, 2026)
10.27				Securities Purchase Agreement, dated as of March 12, 2026, by and between Artelo Biosciences, Inc. and Boot Capital LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 18, 2026)
10.28				Bridge Note, dated March 12, 2026, by and between Artelo Biosciences, Inc. and Vanquish Funding Group Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on March 18, 2026)
10.29				Bridge Note, dated March 12, 2026, by and between Artelo Biosciences, Inc. and Boot Capital LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on March 18, 2026)
10.30*				Form of Securities Purchase Agreement
23.1*				Consent of MaloneBailey, LLP, independent registered public accounting firm
23.2*				Consent of Fennemore Craig, P.C. (included in Exhibit 5.1)
24.1*				Power of Attorney (included on the signature page to this registration statement)
107*				Filing Fee Table

___________

† Management contracts or compensatory plans, contracts or arrangements. # Certain portions of this exhibit have been omitted. * Filed herewith.

(b) Financial Statement Schedules.

All financial statement schedules are omitted because the information called for is not required or is shown either in the financial statements or in the notes thereto.

II-5

Item 17. Undertakings.

(a) ~~Insofar~~The asundersigned ~~indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the~~ registrant ~~pursuant~~hereby to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.undertakes:

(b) The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by ~~Section~~section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

	(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

	(4)	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

	(i)	Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

	(ii)	Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

~~(2)~~39 ~~That,~~Table ~~for the purpose~~ of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.Contents

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

	(5)	That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

	(6)	The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

	(7)	Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

	(8)	The undersigned registrant hereby undertakes that:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);

	(i)	For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

	(ii)	For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

~~(ii)~~40 ~~Any~~Table ~~free writing prospectus relating to the offering prepared by or on behalf~~ of ~~the undersigned registrant or used or referred to by the undersigned registrant;~~Contents

~~(iii)~~EXHIBIT The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; andINDEX

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Exhibit No.		Description
3.1		Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed on May 11, 2023)
3.2		Certificate of Change (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on June 13, 2025)
3.3		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on April 21, 2023)
3.4		Certificate of Amendment to Bylaws (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on September 10, 2025)
3.5		Certificate of Amendment to Bylaws (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on November 14, 2025)
3.6		Certificate of Change (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on March 6, 2026
4.1		Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 filed on December 16, 2020)
4.2		Form of Warrant (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on May 1, 2025)
4.3		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on June 26, 2025)
4.4		Form of $5.82 Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on June 26, 2025)
4.5		Form of $10.00 Warrant (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on June 26, 2025)
4.6		Form of Prefunded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on August 4, 2025)
4.7		Form of Market Priced Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on August 4, 2025)
4.8		Form of $50.00 Warrant (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on August 4, 2025)
4.9		Common Stock Warrant issued to ABK Labs, Inc., dated August 1, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on August 7, 2025)
4.10		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on September 5, 2025)
4.11		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on October 1, 2025)
4.12		Form of Convertible Note (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on October 31, 2025)
4.13		Form of Warrant (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on October 31, 2025)
4.14		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on February 5, 2026)
5.1*		Opinion of Fennemore Craig, P.C.
10.1		Securities Purchase Agreement by and between the Company and Gregory D. Gorgas dated April 3, 2017 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on April 7, 2017)
10.2+		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on May 8, 2017)
10.3		Stock Purchase Agreement dated May 4, 2017 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on May 8, 2017)
10.4		Form of Private Placement Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 4, 2017)
10.5		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on August 4, 2017)
10.6		Stock Purchase Agreement dated August 1, 2017 (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on August 4, 2017)
10.7+		Material and Data Transfer, Option and License Agreement dated as of December 20, 2017 by and between the Company and NEOMED Institute (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on January 16, 2018)

~~(5)~~41 ~~That,~~Table ~~for purposes~~ of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.Contents

(6) That, for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

10.8+		First Amendment to Material and Data Transfer, Option and License Agreement by and between the Company and NEOMED Institute, dated as of January 4, 2019 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on April 15, 2019)
10.9+		License Agreement with Stony Brook University, by and between the Company and Stony Brook University, dated January 18, 2018 (incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-1/A filed on April 17, 2018)
10.10#		2018 Equity Incentive Plan, as amended, and Forms of Award Agreement thereunder (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed on December 16, 2020)
10.11#		Amended and Restated Employment Agreement by and between the Company and Gregory D. Gorgas dated August 30, 2019 (incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K filed on November 25, 2019)
10.12#		Amendment to Amended and Restated Employment Agreement by and between the Company and Gregory D. Gorgas dated October 26, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on October 27, 2025)
10.13		Form of Note and Warrant Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 1, 2025)
10.14		Form of Convertible Note (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on May 1, 2025)
10.15		Form of Securities Purchase Agreement by and between Artelo Biosciences Inc. and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 26, 2025)
10.16		At-The-Market Offering Agreement by and among the Company and R.F. Lafferty & Co., Inc., dated as of July 18, 2025 (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed on July 18, 2025)
10.17		Form of Securities Purchase Agreement by and between Artelo Biosciences, Inc. and the investors named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 4, 2025)
10.18		Form of Termination and Mutual Release Agreement by and between Artelo Biosciences, Inc. and the investors named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 20, 2025)
10.19		Consulting Agreement by and between Artelo Biosciences, Inc. and ABK Labs, Inc., dated August 1, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 7, 2025)
10.20		Termination Agreement by and between Artelo Biosciences, Inc. and ABK Labs, Inc., dated August 19, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on August 20, 2025)
10.21		Cooperation Letter Agreement dated October 15, 2025, among the Company and the Farb Parties (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 17, 2025)
10.22#		Employment Agreement by and between the Company and Mark E. Spring dated October 26, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 27, 2025)
10.23		Form of Subscription Agreement by and between Artelo Biosciences Inc. and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 31, 2025)
10.24		Equity Purchase Agreement, dated as of January 30, 2026, by and between Artelo Biosciences, Inc. and Square Gate Capital Master Fund, LLC - Series 5 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 5, 2026)
10.25		Registration Rights Agreement, dated as of January 30, 2026, by and between Artelo Biosciences, Inc. and Square Gate Capital Master Fund, LLC - Series 5 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on February 5, 2026)
10.26		Securities Purchase Agreement, dated as of March 12, 2026, by and between Artelo Biosciences, Inc. and Vanquish Funding Group Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 18, 2026)
10.27		Securities Purchase Agreement, dated as of March 12, 2026, by and between Artelo Biosciences, Inc. and Boot Capital LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 18, 2026)
10.28		Bridge Note, dated March 12, 2026, by and between Artelo Biosciences, Inc. and Vanquish Funding Group Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on March 18, 2026)
10.29		Bridge Note, dated March 12, 2026, by and between Artelo Biosciences, Inc. and Boot Capital LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on March 18, 2026)
23.1*		Consent of MaloneBailey, LLP, independent registered public accounting firm
23.2*		Consent of Fennemore Craig, P.C. (included in Exhibit 5.1)
24.1*		Power of Attorney (included on the signature page to this registration statement)
107*		Filing Fee Table

~~II-6~~___________

*	Filed herewith.
#	Management contracts or compensatory plans, contracts or arrangements.
+	Certain portions of this exhibit have been omitted.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Solana Beach, State of California, on March 2024, 2026.

ARTELO BIOSCIENCES, INC. By: /s/ Gregory D. Gorgas Name: Gregory D. Gorgas Title: President &and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints, jointly and severally, Gregory D. Gorgas and Mark E. Spring, or either of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments), and any and all registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with or related to the offering contemplated by this registration statement and its amendments, if any, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorney to any and all amendments to said registration statement.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Name	Title	Date
/s/ Gregory D. Gorgas	President, Chief Executive Officer, Secretary and Director	March 2024, 2026
Gregory D. Gorgas	(Principal Executive Officer)
/s/ Mark E. Spring	Chief Financial Officer and Treasurer	March 2024, 2026
Mark E. Spring	(Principal Financial Officer and Principal Accounting Officer)
/s/ Connie Matsui	Director, Chair of the Board	March 2024, 2026
Connie Matsui
/s/ Steven Kelly	Director	March 2024, 2026
Steven Kelly
/s/ Douglas Blayney	Director	March 2024, 2026
Douglas Blayney, M.D.
/s/ R. Martin Emanuele	Director	March 2024, 2026
R. Martin Emanuele, Ph.D.
/s/ Gregory Reyes	Director	March 2024, 2026
Gregory Reyes, M.D., Ph.D.
/s/ Tamara A. Favorito	Director	March 2024, 2026
Tamara A. Favorito

~~II-7~~43

Filing Compare · ARTELO BIOSCIENCES, INC.