Artelo Biosciences Inc.
09/10/2025 | Press release | Distributed by Public on 09/10/2025 06:01
Amendments to Bylaws (Form 8-K)
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 9, 2025, the board of directors (the "Board") of Artelo Biosciences, Inc. (the "Company") amended the Company's amended and restated bylaws, as provided in a Certificate of Amendment to Bylaws (the "Bylaws Amendment"), as follows:
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The required notice period for special meetings of the Board has been updated, as provided in the Bylaws Amendment; | |
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The right of stockholders to take action without a meeting has been eliminated; | |
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The Bylaws have been updated to provide that the Company shall in all respects be considered an "issuing corporation" for purposes of the provisions of NRS 78.378 to 78.3793 inclusive, irrespective of whether the Company, as of any date, (i) has 200 or more stockholders of record, at least 100 of whom have had addresses in Nevada appearing on the stock ledger of the Company at all times during the 90 days immediately preceding such date, and/or (ii) does business in Nevada directly or through an affiliated corporation; and | |
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The Bylaws have been updated to provide that the record date for determining shareholders entitled (i) to notice of or to vote at any shareholders' meeting or adjournment thereof, (ii) to receive payment of any share dividend, or (iii) to receive payment of any distribution shall be not more than 60 days prior to the date on which the particular action requiring determination of shareholders is to be taken. |
The Bylaws Amendment is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
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