Artelo Biosciences Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Other Events, 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 11, 2025

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:

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

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 2.02. Results of Operations and Financial Condition.

               Reference is made to the information contained in Item 8.01 to this Current Report on Form 8-K set forth below, which is incorporated herein by reference

Item 8.01 Other Information.

As previously disclosed, Artelo Biosciences, Inc., a Nevada corporation (the “Company”), completed a one-for-six (1-for-6) reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding common stock, par value $0.001 per share (the “Common Stock”), effective as of June 13, 2025.

As a result of the Reverse Split, each six (6) pre-split shares of Common Stock outstanding were automatically combined into one (1) new share of Common Stock, and the number of outstanding shares of Common Stock were reduced from 3,280,000 to approximately 546,667. The number of authorized shares of common stock were reduced from 50,000,000 to 8,333,333, while the number of authorized shares of preferred stock were reduced from 416,667 to 69,444. The Common Stock par value of $0.001 per share remained unchanged after the Reverse Split.

As a result of the Reverse Split, the Company is republishing certain financial information to account for the change in total par value due to the Reverse Split. The audited financial statements of the Company as of and for the fiscal years ended December 31, 2023 and 2024 are set forth in Exhibit 99.1 hereto and are incorporated herein by reference. The unaudited financial information of the Company for the quarter ended March 31, 2025 is set forth in Exhibit 99.2 hereto and is incorporated herein by reference.

On July 11, 2025, the Company provided an interim update regarding the preliminary estimated financial information below based on currently available information. It has been prepared by, and is the responsibility of, our management, and MaloneBailey, LLP, our independent registered public accounting firm, has not audited, reviewed, compiled or performed any procedures with respect to the preliminary estimated financial information provided below.

Our preliminary unaudited estimates as of June 30, 2025 for select financial metrics are as follows:

Please note that we believe substantial doubt remains about our ability to continue as a going concern. For more information, please see Note 1 in the Consolidated Interim Financial Statements of our most recent Form 10-Q for the period ending March 31, 2025 filed with the SEC on May 13, 2025.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

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.