Artelo Biosciences Inc.

05/05/2025 | Press release | Distributed by Public on 05/05/2025 15:22

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Gorgas Gregory D.
2. Issuer Name and Ticker or Trading Symbol
ARTELO BIOSCIENCES, INC. [ARTL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Pres, CEO, CFO, Treas & Secr
(Last) (First) (Middle)
C/O ARTELO BIOSCIENCES, INC., 505 LOMAS SANTA FE, SUITE 160
3. Date of Earliest Transaction (Month/Day/Year)
05/01-05:00/2025
(Street)
SOLANA BEACH, CA 92075
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Promissory Note (1)(2)(3) 05/01-05:00/2025 P $35,000 05/01-05:00/2025 10/28-05:00/2025 Common Stock (1)(2)(3) $35,000 $35,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gorgas Gregory D.
C/O ARTELO BIOSCIENCES, INC.
505 LOMAS SANTA FE, SUITE 160
SOLANA BEACH, CA 92075
X Pres, CEO, CFO, Treas & Secr

Signatures

/s/ Gregory D. Gorgas 05/05-05:00/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On or about May 1, 2025, the Issuer entered into a Subscription Agreement (the "Subscription Agreement") with the Reporting Person, pursuant to which the Issuer issued a convertible note (the "Note") to the Reporting Person. The Notes will accrue interest at a rate of 12% per annum, which will adjust to 20% upon an Event of Default (as defined in the Note). All unpaid principal, together with any then unpaid and accrued interest and other amounts payable thereunder, shall be due and payable on October 28, 2025 (the "Maturity Date").
(2) At the Maturity Date, the Reporting Person may (at the Reporting Person's sole option) convert all of that certain unpaid portion of principal and accrued interest of the Reporting Person's Note into shares of the Issuer's common stock ("Common Stock") (the "Voluntary Conversion"), specifically into that number of shares of Common Stock (the "Converted Shares") equal to the unpaid principal balance and any accrued interest of each Note divided by $1.29. The amount of principal balance and any accrued interest of the Note convertible pursuant to the Voluntary Conversion shall be the number of Converted Shares multiplied by $1.04 (the "Minimum Price"). Should the Reporting Person not elect Voluntary Conversion, such portion of the unpaid principal balance and any accrued interest of the Note subject to Voluntary Conversion shall be immediately due and payable in cash.
(3) At the Maturity Date, that portion of the unpaid principal balance and any accrued interest of the Note not subject to the Voluntary Conversion shall be automatically converted into a warrant to purchase shares of the Issuer's Common Stock (the "Warrant") at a conversion price of $0.125 per share issuable pursuant to the Warrant (the "Automatic Conversion"). The exercise price of such Warrant for each Warrant Share shall be equal to the Minimum Price.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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