8-K
ARTELO BIOSCIENCES, INC. (ARTL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 30, 2023
| ARTELO BIOSCIENCES, INC. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Nevada | 333-199213 | 33-1220924 |
| --- | --- | --- |
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
| 505 Lomas Santa Fe, Suite 160<br><br>Solana Beach, CA USA | 92075 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (858) 925-7049
_____________________________________________
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | ARTL | The Nasdaq Stock Market, LLC |
| Warrants | ARTLW | The Nasdaq Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
We held our Annual Meeting of Stockholders (“Annual Meeting”) on June 30, 2023. Of the 2,855,688 shares of our common stock outstanding and entitled to vote as of April 21, 2023, 1,120,239 or 39.2% of such shares were represented, either by attending the Annual Meeting or by proxy, constituting a quorum under our bylaws. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below.
| 1. | Election of Directors. The Class I nominees were elected by the holders of our common stock for a one-year term, to serve until the 2024 annual meeting of stockholders, the Class II nominees were elected by the holders of our common stock for a two-year term, to serve until the 2025 annual meeting of stockholders, and the Class III nominees were elected by the holders of our common stock for a three-year term, to serve until the 2026 annual meeting of stockholders, and in each case, until their respective successor, if any, is duly elected and qualified: |
|---|
Class I Nominees
| Nominee | For | Against | Abstain | Broker Non Vote | ||||
|---|---|---|---|---|---|---|---|---|
| R. Martin Emanuele, Ph.D. | 307,104 | 39,589 | 60,889 | 712,657 | ||||
| Steven Kelly | 299,201 | 40,895 | 67,486 | 712,657 |
Class II Nominees
| Nominee | For | Against | Abstain | Broker Non Vote | ||||
|---|---|---|---|---|---|---|---|---|
| Douglas Blayney, M.D. | 279,185 | 59,443 | 68,954 | 712,657 | ||||
| Connie Matsui | 291,763 | 40,856 | 74,963 | 712,657 |
Class III Nominees
| Nominee | For | Against | Abstain | Broker Non Vote | ||||
|---|---|---|---|---|---|---|---|---|
| Gregory R. Ryes, M.D., Ph.D. | 307,036 | 40,166 | 60,380 | 712,657 | ||||
| Tamara A. (Seymour) Favorito | 297,799 | 42,429 | 67,354 | 712,657 | ||||
| Gregory D. Gorgas | 272,159 | 88,375 | 47,048 | 712,657 | ||||
| 2. | Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Malone Bailey LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified based on the following results of voting: | |||||||
| --- | --- | |||||||
| For | Against | Abstain | ||||||
| --- | --- | --- | ||||||
| 1,049,839 | 41,188 | 29,212 | ||||||
| 2 | ||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ARTELO BIOSCIENCES, INC. |
|---|
| /s/ Gregory D. Gorgas |
| Gregory D. Gorgas |
| President & Chief Executive Officer |
| Date: July 3, 2023 |
| 3 |
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