8-K

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): September 11, 2025

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the Company is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the Company 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 8.01 Other Events.

As previously disclosed, on September 4, 2025, Artelo Biosciences, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with R. F. Lafferty & Co., Inc., the sole book-running manager and underwriter (the “Underwriter”), relating to an underwritten offering (the “Offering”) of (i) 640,924 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), at a price to the public of $4.40 per share (the “Share Purchase Price”), and (ii) pre-funded warrants to purchase up to 40,894 shares of Common Stock at an exercise price of $0.001 per share (the “Pre-funded Warrants,” and, together with the Shares, the “Securities”), at a price to the public of $4.399 per Pre-funded Warrant, for aggregate gross proceeds of approximately $3,000,000, before deducting underwriting discounts and commissions and other estimated offering expenses. The Offering was closed on September 5, 2025. The Company delivered the Securities to the Underwriter on the same day.

Pursuant to the Underwriting Agreement, the Company granted the Underwriter a 45-day option (the “Over-allotment Option”) to purchase up to an additional 102,272 shares of Common Stock at the Share Purchase Price per share, less the underwriting discounts to cover over-allotments, if any.

On September 11, 2025, the Underwriter exercised the Over-allotment Option in part to purchase an additional 57,914 shares of Common Stock, generating gross proceeds to the Company of approximately $0.25 million and net proceeds of approximately $0.24 million. The closing of this exercise of the Over-allotment Option took place on the same day.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.