ARTELO BIOSCIENCES, INC.
For the period ended Aug 28, 2025. Filed Aug 7, 2025.
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Aug 28, 2025 · Filed Aug 7, 2025
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DEF 14A 1 artl_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
☒ Filed by the Registrant
☐ Filed by a party other than the Registrant
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a‑12 |
ARTELO BIOSCIENCES, INC.
(Name of Registrant as Specified In Its Charter)
______________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
505 Lomas Santa Fe, Suite 160
Solana Beach, CA 92075
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To the Stockholders of Artelo Biosciences, Inc.:
We are pleased to invite you to attend the special meeting of stockholders of Artelo Biosciences, Inc. (the “Special Meeting”) to be held on Thursday, August 28, 2025 at 8 a.m., Pacific Time, or at any adjournment or postponement thereof, for the purposes stated herein, via internet webcast, for the following purposes:
| 1. | To approve an amendment to our Articles of Incorporation, as amended (“Articles”), to increase the number of authorized shares of our common stock, par value $0.001 (“Common Stock”) from 8,333,333 to 500,000,000; |
| 2. | To approve an amendment of our Articles to increase the number of authorized shares of our preferred stock, par value $0.001 (“Preferred Stock”), from 69,444 to 10,000,000 and to permit the issuance of 10,000,000 shares of Preferred Stock with rights and preferences to be determined by the Board of Directors (the “Board”) from time to time; |
| 3. | To ratify the appointment of MaloneBailey, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and |
| 4. | To transact such other business as may be properly brought before the Special Meeting or any adjournments or postponements thereof. |
The Special Meeting will be a completely virtual meeting of stockholders, to be conducted via live webcast. You will be able to attend the Special Meeting virtually and vote online during the meeting by visiting www.virtualshareholdermeeting.com/ARTL2025SM. You will be able to attend and participate in the Special Meeting online, vote your shares electronically, and submit questions prior to and during the meeting. To vote at the Special Meeting, (a) if you hold your shares through a bank, broker or other nominee, then you are considered the beneficial owner of shares held in street name, and the proxy materials were forwarded to you by your broker, bank or other nominee, and (b) if you hold your shares in an account with our transfer agent, you will need the control number that is shown on your proxy card or e-mail notification of the Special Meeting.
You will not be able to attend the Special Meeting in person.
Our Board has fixed the close of business on July 25, 2025, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting and at any adjournment or postponement thereof.
Whether or not you expect to attend the Special Meeting via live webcast, please vote at your earliest convenience. You may vote over the internet, by telephone or, if you request to receive printed proxy materials, by mailing a proxy or voting instruction card. You may also vote your shares during the Special Meeting. Submitting your proxy in advance of the Special Meeting will not prevent you from voting your shares during the Special Meeting, as your proxy is revocable at your option as described in the proxy statement accompanying this notice. Please review the instructions regarding each of your voting options described in the proxy statement, as well as in the proxy card you received by mail.
**Your vote is important. Whether or not you plan to attend the meeting, please sign and submit your proxy as soon as possible so that your shares can be voted at our Special Meeting in accordance with your instructions. If you attend the meeting, you may revoke your proxy in accordance with the procedures set forth in the proxy statement.**Our proxy statement, notice of special meeting, and form of proxy, is first being sent or made available on or about August 7, 2025, to all stockholders as of the record date. A copy of our proxy statement and any amendments thereto, are also posted on https://www.proxyvote.com/ and are available from the SEC on its website atwww.sec.gov.
| By Order of the Board of Directors, | |
| By: | /s/ Gregory D. Gorgas |
| Gregory D. Gorgas | |
| President and Chief Executive Officer |
Solana Beach, California
August 7, 2025
ARTELO BIOSCIENCES, INC.
Table of Contents
| Page | |
|---|---|
| General Information | 1 |
| Interest of Certain Persons in Matters to be Acted Upon | 6 |
| Security Ownership of Certain Beneficial Owners and Management | 7 |
| Proposal 1 – Increase Shares Amendment | 8 |
| Proposal 2 – Blank Check Preferred Amendment | 11 |
| Proposal 3 – Ratification of Independent Registered Public Accounting Firm | 14 |
| Other Matters | 15 |
505 Lomas Santa Fe, Suite 160
Solana Beach, CA 92075
PROXY STATEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS
To be held at 8:00 a.m., Pacific time, on August 28, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.