Artelo Biosciences, Inc 8-K, filed Jul 15, 2021
Artelo Biosciences, Inc. (ARTL)
About this 8-K
Artelo Biosciences, Inc filed this 8-K on July 15, 2021, reporting on events of July 13, 2021.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
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) July 13, 2021
| ARTELO BIOSCIENCES, INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
| 333-199213 |
| 33-1220924 |
| (State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
| 505 Lomas Santa Fe, Suite 160 |
| 92075 |
| (Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code 760-943-1689
888 Prospect Street, Suite 210, La Jolla, CA 92037, USA
(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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 13, 2021, the board of directors (the “Board”) of Artelo Biosciences, Inc. (the “Company”) amended Section 1.7 of the Company’s Bylaws, effective immediately (the “Bylaws Amendment”). The Bylaws were amended to update the definition of a quorum of shareholders at a meeting to 45%.
The Bylaws Amendment is filed as Exhibit 3.1 hereto and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
| Description |
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| 2 |
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. |
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| /s/ Gregory D. Gorgas |
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| Gregory D. Gorgas |
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| President & Chief Executive Officer |
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| Date: July 14, 2021 |
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| 3 |
EXHIBIT 3.1
AMENDMENT TO THE
BYLAWS OF
ARTELO BIOSCIENCES, INC.
The Bylaws (the “Bylaws”) of Artelo Biosciences, Inc. (the “Company”), adopted by the Board of Directors of the Company (the “Board”) are hereby amended (the “Amendment”) as follows:
| 1. | The first sentence of Section 1.7 of the Bylaws is amended and restated in its entirety to read as follows: |
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| “The presence in person or by proxy of the holders of at least 45% of the votes entitled to be cast on a matter at a meeting shall constitute a quorum of shareholders for that matter.” |
Except as expressly modified hereby, the Bylaws and all of the provisions contained therein shall remain in full force and effect. The Amendment and the Bylaws shall be read and construed together as a single instrument. To the extent of any inconsistency between the terms contained in the Bylaws and the Amendment, the terms of the Amendment shall control. Any reference in any document or agreement to the Bylaws shall include the Amendment and shall refer to the Bylaws as amended by the Amendment.
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