ARTELO BIOSCIENCES, INC. 8-K

What Happened

• Artelo Biosciences, Inc. announced on May 26, 2026 that it entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC to sell up to $6,530,000 of its common stock from time to time through the sales agent under an effective Form S-3 shelf (effective May 19, 2026). The sales agent will receive a 3.0% commission on gross sales and reimbursement for certain expenses. The company may suspend or terminate the program and is not obligated to sell any shares.
• The company also disclosed a FINRA arbitration claim filed against it by Craft Capital Management LLC on April 7, 2026. Craft alleges breach of a right-of-first-refusal in an engagement letter after Artelo terminated the engagement on March 27, 2026 and closed a private placement on March 30, 2026 raising about $11 million. Craft seeks an $880,000 success fee, warrants valued at $880,000, monthly late fees, attorneys’ fees, interest and other relief.

Key Details

• ATM size: up to $6,530,000 of common stock; sales through H.C. Wainwright under Rule 415 at-market methods (including Nasdaq).
• Commission: 3.0% of gross sales price per share plus certain expense reimbursements to the sales agent.
• Arbitration: Claim filed April 7, 2026 by Craft; seeks $880,000 cash fee + warrants valued at $880,000, plus fees and interest; dispute relates to termination of engagement (March 27, 2026) and a March 30, 2026 private placement (~$11M gross).

Why It Matters

• The ATM program gives Artelo a flexible, on-demand way to raise capital by selling shares into the market, which can help fund operations without a single large offering. However, sales will dilute existing shareholders if shares are issued, and the company will pay selling commissions and expenses.
• The disclosed arbitration introduces a potential legal liability (claimed cash and warrant value totaling approximately $1.76M plus fees and interest). The outcome is uncertain; any award or settlement could affect cash, warrants outstanding, or future financing plans. Investors should watch future filings for developments on sales under the ATM and on the arbitration case.