| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
|
| |
| SCHEDULE 13G/A | |
|
| |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 1)* | |
|
Artelo Biosciences, Inc. | |
| (Name of Issuer) | |
|
Common Stock, par value $0.001 per share | |
| (Title of Class of Securities) | |
|
04301G201 | |
| (CUSIP Number) | |
|
December 31, 2020 | |
| (Date of Event Which Requires Filing of this Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: | |
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 11 Pages) | |
______________________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 04301G201 | 13G/A | Page 2 of 11 Pages |
| 1 |
NAMES OF REPORTING PERSONS Kingsbrook Opportunities Master Fund LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER - 0 - | ||
| 6 |
SHARED VOTING POWER 800,000 shares of Common Stock issuable upon exercise of warrants* | |||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | |||
| 8 |
SHARED DISPOSITIVE POWER 800,000 shares of Common Stock issuable upon exercise of warrants* | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 800,000 shares of Common Stock issuable upon exercise of warrants* | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.99% (See Item 4)* | |||
| 12 |
TYPE OF REPORTING PERSON PN | |||
* The information set forth on this cover page reflects information as of December 31, 2020. The warrants are subject to a 4.99% beneficial ownership blocker (the "Blocker") and the percentage set forth in row (11) gives effect to the Blocker. However, rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise in full of the warrants and does not give effect to the Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the Blocker, is less than the number of securities reported in rows (6), (8) and (9).
CUSIP No. 04301G201 | 13G/A | Page 3 of 11 Pages |
| 1 |
NAMES OF REPORTING PERSONS Kingsbrook Opportunities GP LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER - 0 - | ||
| 6 |
SHARED VOTING POWER 800,000 shares of Common Stock issuable upon exercise of warrants* | |||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | |||
| 8 |
SHARED DISPOSITIVE POWER 800,000 shares of Common Stock issuable upon exercise of warrants* | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 800,000 shares of Common Stock issuable upon exercise of warrants* | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.99% (See Item 4)* | |||
| 12 |
TYPE OF REPORTING PERSON OO | |||
* The information set forth on this cover page reflects information as of December 31, 2020. The warrants are subject to the Blocker and the percentage set forth in row (11) gives effect to the Blocker. However, rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise in full of the warrants and does not give effect to the Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the Blocker, is less than the number of securities reported in rows (6), (8) and (9).
CUSIP No. 04301G201 | 13G/A | Page 4 of 11 Pages |
| 1 |
NAMES OF REPORTING PERSONS Kingsbrook Partners LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER - 0 - | ||
| 6 |
SHARED VOTING POWER 800,000 shares of Common Stock issuable upon exercise of warrants* | |||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | |||
| 8 |
SHARED DISPOSITIVE POWER 800,000 shares of Common Stock issuable upon exercise of warrants* | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 800,000 shares of Common Stock issuable upon exercise of warrants* | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.99% (See Item 4)* | |||
| 12 |
TYPE OF REPORTING PERSON PN | |||
* The information set forth on this cover page reflects information as of December 31, 2020. The warrants are subject to the Blocker and the percentage set forth in row (11) gives effect to the Blocker. However, rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise in full of the warrants and does not give effect to the Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the Blocker, is less than the number of securities reported in rows (6), (8) and (9).
CUSIP No. 04301G201 | 13G/A | Page 5 of 11 Pages |
| 1 |
NAMES OF REPORTING PERSONS Ari Storch | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER - 0 - | ||
| 6 |
SHARED VOTING POWER 800,000 shares of Common Stock issuable upon exercise of warrants* | |||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | |||
| 8 |
SHARED DISPOSITIVE POWER 800,000 shares of Common Stock issuable upon exercise of warrants* | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 800,000 shares of Common Stock issuable upon exercise of warrants* | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.99% (See Item 4)* | |||
| 12 |
TYPE OF REPORTING PERSON IN | |||
* The information set forth on this cover page reflects information as of December 31, 2020. The warrants are subject to the Blocker and the percentage set forth in row (11) gives effect to the Blocker. However, rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise in full of the warrants and does not give effect to the Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the Blocker, is less than the number of securities reported in rows (6), (8) and (9).
CUSIP No. 04301G201 | 13G/A | Page 6 of 11 Pages |
| 1 |
NAMES OF REPORTING PERSONS Adam J. Chill | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER - 0 - | ||
| 6 |
SHARED VOTING POWER 800,000 shares of Common Stock issuable upon exercise of warrants* | |||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | |||
| 8 |
SHARED DISPOSITIVE POWER 800,000 shares of Common Stock issuable upon exercise of warrants* | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 800,000 shares of Common Stock issuable upon exercise of warrants* | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.99% (See Item 4)* | |||
| 12 |
TYPE OF REPORTING PERSON IN | |||
* The information set forth on this cover page reflects information as of December 31, 2020. The warrants are subject to the Blocker and the percentage set forth in row (11) gives effect to the Blocker. However, rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise in full of the warrants and does not give effect to the Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the Blocker, is less than the number of securities reported in rows (6), (8) and (9).
CUSIP No. 04301G201 | 13G/A | Page 7 of 11 Pages |
| 1 |
NAMES OF REPORTING PERSONS Scott Wallace | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER - 0 - | ||
| 6 |
SHARED VOTING POWER 800,000 shares of Common Stock issuable upon exercise of warrants* | |||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | |||
| 8 |
SHARED DISPOSITIVE POWER 800,000 shares of Common Stock issuable upon exercise of warrants* | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 800,000 shares of Common Stock issuable upon exercise of warrants* | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.99% (See Item 4)* | |||
| 12 |
TYPE OF REPORTING PERSON IN | |||
* The information set forth on this cover page reflects information as of December 31, 2020. The warrants are subject to the Blocker and the percentage set forth in row (11) gives effect to the Blocker. However, rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise in full of the warrants and does not give effect to the Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the Blocker, is less than the number of securities reported in rows (6), (8) and (9).
CUSIP No. 04301G201 | 13G/A | Page 8 of 11 Pages |
| Item 1(a). | NAME OF ISSUER. |
| The name of the issuer is Artelo Biosciences, Inc. (the "Company"). |
| Item 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
| The Company's principal executive offices are located at 888 Prospect Street, Suite 210, La Jolla, CA 92037. |
| Item 2(a). | NAME OF PERSON FILING: |
| This statement is filed by: |
| (i) | Kingsbrook Opportunities Master Fund LP, a Delaware limited partnership (the "Kingsbrook Fund"), with respect to the shares of Common Stock (as defined below) issuable upon exercise of warrants directly held by it; | |
| (ii) | Kingsbrook Opportunities GP LLC, a Delaware limited liability company (the "General Partner"), which serves as the general partner of the Kingsbrook Fund, with respect to the shares of Common Stock issuable upon exercise of warrants directly held by the Kingsbrook Fund; | |
| (iii) | Kingsbrook Partners LP, a Delaware limited partnership (the "Investment Manager"), which serves as the investment manager to the Kingsbrook Fund, with respect to the shares of Common Stock issuable upon exercise of warrants directly held by the Kingsbrook Fund; | |
| (iv) | Mr. Ari Storch ("Mr. Storch"), who serves as senior managing member to the General Partner and KB GP LLC, the general partner of the Investment Manager, with respect to the shares of Common Stock issuable upon exercise of warrants directly held by the Kingsbrook Fund; | |
| (v) | Mr. Adam J. Chill ("Mr. Chill"), who serves as managing member to the General Partner and KB GP LLC, the general partner of the Investment Manager, with respect to the shares of Common Stock issuable upon exercise of warrants directly held by the Kingsbrook Fund; and | |
| (iii) | Mr. Scott Wallace ("Mr. Wallace"), who serves as managing member to the General Partner and KB GP LLC, the general partner of the Investment Manager, with respect to the shares of Common Stock issuable upon exercise of warrants directly held by the Kingsbrook Fund. | |
| The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." | |
| The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein. |
CUSIP No. 04301G201 | 13G/A | Page 9 of 11 Pages |
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
| The address of the business office of each of the Reporting Persons is c/o Kingsbrook Partners LP, 689 Fifth Avenue, 12th Floor, New York, NY 10022. |
| Item 2(c). | CITIZENSHIP: |
| The Kingsbrook Fund is a Delaware limited partnership. The General Partner is a Delaware limited liability company. The Investment Manager is a Delaware limited partnership. Messrs. Storch, Chill and Wallace are each United States citizens. |
| Item 2(d). | TITLE OF CLASS OF SECURITIES: |
| Common Stock, par value $0.001 per share (the "Common Stock"). |
| Item 2(e). | CUSIP NUMBER: |
| 04301G201 |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ¨ | Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ |
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
| |
| (g) | ¨ |
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | ¨ |
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | ¨ |
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
| |
| (j) | ¨ | Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
CUSIP No. 04301G201 | 13G/A | Page 10 of 11 Pages |
|
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: |
| Item 4. | OWNERSHIP. |
|
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
The percentages used in this Schedule 13G are calculated based upon 15,111,587 shares of Common Stock outstanding as of October 30, 2020, as reported in the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2020 filed with Securities and Exchange Commission on November 4, 2020 and assumes the exercise of the warrants held by the Kingsbrook Fund subject to the Blocker. |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
| Not applicable. |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
| Not applicable. |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
| Not applicable |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP. |
| Not applicable. |
| Item 10. | CERTIFICATION. |
| Each of the Reporting Persons hereby makes the following certification: | |
| By signing below, each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
CUSIP No. 04301G201 | 13G/A | Page 11 of 11 Pages |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: February 5, 2021
| KINGSBROOK OPPORTUNITIES MASTER FUND LP | |
| By: Kingsbrook Opportunities GP LLC, its general partner | |
|
/s/ Adam J. Chill | |
| Name: Adam J. Chill | |
| Title: Managing Member | |
| KINGSBROOK OPPORTUNITIES GP LLC | |
| /s/ Adam J. Chill | |
| Name: Adam J. Chill | |
| Title: Managing Member | |
| KINGSBROOK Partners LP | |
| By: KB GP LLC, its general partner | |
| /s/ Adam J. Chill | |
| Name: Adam J. Chill | |
| Title: Managing Member | |
| /s/ Ari Storch | |
| Ari Storch | |
| /s/ Adam J. Chill | |
| Adam J. Chill | |
| /s/ Scott Wallace | |
| Scott Wallace | |