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    SEC Form S-8 filed by Artelo Biosciences Inc.

    3/20/25 6:06:38 AM ET
    $ARTL
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $ARTL alert in real time by email
    S-8 1 artl_s8.htm FORM 8-K artl_s8.htm

    As filed with the Securities and Exchange Commission on March 19, 2025

     

    Registration No. 333-

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

    _____________________

     

    FORM S‑8

    REGISTRATION STATEMENT

    Under

    The Securities Act of 1933

    _____________________

     

    Artelo Biosciences, Inc.

    (Exact name of registrant as specified in its charter)

    _____________________

     

    Nevada

     

    33-1220924

    (State or other jurisdiction of

    incorporation or organization)

     

    (I.R.S. Employer

    Identification Number)

     

    505 Lomas Santa Fe, Suite 160

    Solana Beach, CA 92075

    (Address of Principal Executive Offices, including zip code)

    _____________________

     

    Artelo Biosciences, Inc. 2018 Equity Incentive Plan

    (Full title of the plan)

     

    Gregory D. Gorgas

    Chief Executive Officer and President

    505 Lomas Santa Fe, Suite 160

    Solana Beach, CA 92075

    Telephone: (858) 925-7049

    (Name, address, including zip code, and telephone number, including area code, of agent for service)

    _____________________

     

    Copies to:

    Martin J. Waters

    Thomas E. Hornish

    Wilson Sonsini Goodrich & Rosati, P.C.

    12235 El Camino Real

    San Diego, CA 92130

    Telephone: (858) 350-2300

    Facsimile: (858) 350-2399

     

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

     

    Large accelerated filer

    ☐

    Accelerated filer

    ☐

    Non-accelerated filer

    ☒

    Smaller reporting company

    ☒

     

    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 7(a)(2)(B) of the Securities Act. ☐

     

     

     

     

    EXPLANATORY NOTE

     

    REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E

     

    This Registration Statement on Form S-8 (the “Registration Statement”) is being filed to register an additional 484,155 shares of common stock of Artelo Biosciences, Inc. (the “Registrant”) reserved for issuance pursuant to future awards under the Registrant’s 2018 Equity Incentive Plan, as amended (the “2018 Plan”).

     

    These additional shares of common stock are securities of the same class as other securities for which previous Registration Statements on Form S-8 were filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on January 15, 2020 (File No. 333-235916), June 25, 2020 (File No. 333-239434), December 16, 2020 (File No. 333-251387), April 7, 2022 (File No. 333-264183), April 21, 2023 (File No. 333-271391), and March 29 2024 (File No. 333-278359) (collectively, the “Previous Registration Statements”). In accordance with General Instruction E of Form S-8, the contents of the Previous Registration Statements, including periodic reports filed after the Previous Registration Statements to maintain current information about the Registrant, are incorporated by reference into this Registration Statement.

     

    PART II

     

    INFORMATION REQUIRED IN REGISTRATION STATEMENT

     

    Item 3. Incorporation of Documents by Reference.

     

    The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the SEC:

     

     

    (1)

    The Registrant’s Annual Report on Form 10-K (File No. 001-38951) for the fiscal year ended December 31, 2024 filed with the SEC on March 3, 2025;

     

     

     

     

    (2)

    All other reports filed with the SEC pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (1) above (other than the portions of these documents not deemed to be filed); and

     

     

     

     

    (3)

    The description of the Registrant’s capital stock contained in the Registrant’s Annual Report on Form 10-K filed with the SEC on March 3, 2025, pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

     

    All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

     

     
    2

     

     

    Item 8. Exhibits.

     

    Exhibit Number

    Description

    4.1

    Specimen Common Stock Certificate of the Registrant (which is incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-251387) filed with the SEC on December 16, 2020).

    5.1*

    Opinion of Fennemore Craig, P.C.

    23.1*

    Consent of MaloneBailey, LLP, Independent Registered Public Accounting Firm.

    23.2*

    Consent of Fennemore Craig, P.C. (contained in Exhibit 5.1 hereto).

    24.1*

    Power of Attorney (contained on the signature page hereto).

    99.1

     

    Artelo Biosciences, Inc. 2018 Equity Incentive Plan, as amended and Forms of Award Agreements thereunder (which is incorporated herein by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-251387) filed with the SEC on December 16, 2020).

    107*

     

    Filing Fee Table

     +             Indicates management contract or compensatory plan, contract or arrangement.

     *             Filed herewith

     

     
    3

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on March 19, 2025.

     

     

    ARTELO BIOSCIENCES, INC.

     

    By:

     /s/ Gregory D. Gorgas

     

    Name:

     Gregory D. Gorgas

     

    Title:

    President & Chief Executive Officer

     

    Power of Attorney

     

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Gregory D. Gorgas, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments) on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy, and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact, proxy and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

     

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

     

    Name

     

    Title

     

    Date

     

    /s/ Gregory D. Gorgas

     

    President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Director

     

    March 19, 2025

    Gregory D. Gorgas

     

    (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

     

    /s/ Connie Matsui

     

    Director, Chair of the Board

     

    March 19, 2025

    Connie Matsui

     

    /s/ Steven Kelly

     

    Director

     

    March 19, 2025

    Steven Kelly

     

    /s/ Douglas Blayney

     

    Director

     

    March 19, 2025

    Douglas Blayney, M.D.

     

    /s/ R. Martin Emanuele

     

    Director

     

    March 19, 2025

    R. Martin Emanuele, Ph.D.

     

    /s/ Tamara A. Favorito

     

    Director

     

    March 19, 2025

    Tamara A. Favorito

     

     

     

     

        

    /s/ Gregory R. Reyes

     

    Director

     

    March 19, 2025

    Gregory R. Reyes, M.D., Ph.D.

     

     

     

     

     

     
    4

     

     

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