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Artelo Biosciences gets Nasdaq delisting determination over stockholders' equity, plans appeal

Tickers ARTL

Nasdaq's staff ruled that Artelo had not completed the capital raise it promised to fix its equity shortfall. Trading continues pending a hearing panel appeal, and the company's last annual report carried going-concern doubt.

Key facts

Company
Artelo Biosciences, Inc. (NASDAQ: ARTL)
News type
Listings
Primary source
ARTELO BIOSCIENCES, INC. Form 8-K filed November 25, 2025 (SEC EDGAR)
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Artelo Biosciences, Inc. (Nasdaq: ARTL) disclosed that Nasdaq's Listing Qualifications staff has issued a delist determination over its stockholders' equity. The company reported the notice in a Form 8-K filed November 25, 2025 under Item 3.01. It plans to appeal to a Nasdaq hearings panel, and its stock will keep trading on Nasdaq under "ARTL" after the appeal request.

How the deficiency unfolded

On May 22, 2025, Nasdaq notified Artelo that it was out of compliance with Listing Rule 5550(b)(1). The rule requires stockholders' equity of at least $2,500,000, or alternatively a market value of listed securities or net income from continuing operations that meets Nasdaq's tests.

Artelo submitted a plan to regain compliance on July 7, 2025. The 8-K says the plan contemplated that the company would raise additional capital. It submitted an updated plan on August 29, 2025. The staff determined that the company had not completed the capital raising discussed in those materials, which the company had expected would let it demonstrate compliance.

On November 19, 2025, the company received the delist determination letter, which said it had not satisfied the conditions in the staff's May 22 letter. The staff said that unless Artelo requested a hearing panel appeal by November 26, 2025, its securities would be delisted on December 1, 2025. The company says it intends to appeal under the Nasdaq Listing Rule 5800 Series procedures, which it says would stay any further delisting action through the hearing or any extension the panel provides. President and Chief Executive Officer Gregory D. Gorgas signed the 8-K. The filing does not say how much capital the company planned to raise or what its current stockholders' equity is.

Cash and going-concern doubt

Artelo's annual report for 2024, filed March 3, 2025, shows why the equity test is hard to meet. As of December 31, 2024, the company had approximately $2.3 million in cash and cash equivalents and restricted cash, and working capital of $785 thousand. For 2024 it recorded a net loss of approximately $9.8 million and used approximately $8.4 million of cash in operations.

The report says these conditions raise substantial doubt about the company's ability to continue as a going concern. The company says that without more financing its existing cash will not be enough to fund anticipated operations for one year from the date the financial statements were issued, and that it would be forced to delay, reduce or eliminate discretionary spending. It has not generated substantial product revenues.

Pipeline

Artelo describes itself as a clinical stage biopharmaceutical company developing therapeutics that target lipid-signaling pathways, including the endocannabinoid system. Its lead program, ART27.13, is a dual CB1 and CB2 cannabinoid receptor agonist originally invented at AstraZeneca plc and licensed through the NEOMED Institute, now adMare Bioinnovations. It is being tested in a Phase 1b/2a trial for cancer-related anorexia called CAReS, which dosed its first patient in April 2021. The Phase 2a portion began in April 2023 and has regulatory approval to enroll 40 evaluable patients, randomized 3:1 to ART27.13 or placebo. As of February 2025 the company reported 18 clinical sites open and projected full enrollment during the first half of 2025. The earlier AstraZeneca studies were Phase 1 trials in healthy volunteers and in people with chronic low back pain, and the company describes the weight increases seen there as "potentially clinically meaningful."

The second program, ART26.12, is a small molecule inhibitor of fatty acid binding protein 5 (FABP5). The FDA cleared its Investigational New Drug application in July 2024, and a Phase 1 trial in chemotherapy-induced peripheral neuropathy has started. The company also develops ART12.11, a patented cocrystal of cannabidiol and tetramethylpyrazine.

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