aibioArtelo Biosciences prices $1,999,984.67 offering at $4.40 a share
Tickers ARTL
R.F. Lafferty & Co., Inc. is the sole book-running manager. The filing also cuts the company's at-the-market program to $0 after it sold all the remaining stock under it.
Key facts
- Company
- Artelo Biosciences, Inc. (NASDAQ: ARTL)
- News type
- Financings
- Primary source
- Artelo Biosciences, Inc. 424B5 (2025-09-30)
The offering
Artelo Biosciences, Inc. (Nasdaq: ARTL) priced an underwritten offering of 441,210 shares of common stock at $4.40 per share, plus 13,335 pre-funded warrants at $4.399 each, according to a prospectus supplement dated September 30, 2025. The gross offering price is $1,999,984.67. After underwriting discounts of $139,999.86, proceeds before expenses are $1,859,984.81. Pre-funded warrants go to buyers who would otherwise own more than 4.99% of the company, or 9.99% if they elect, and carry an exercise price of $0.001.
R.F. Lafferty & Co., Inc. is the sole book-running manager and underwriter. It has a 45-day option to buy up to 68,181 more shares. If that option is used in full, total proceeds before expenses would be $2,138,981.46. The underwriter expects to deliver the shares and pre-funded warrants on or about October 1, 2025. The underwriting terms reimburse up to $100,000 of the fees and expenses of the underwriter's outside legal counsel, but they do not name the firm.
The offering price is below the last reported sale price of $5.85 on September 29, 2025. The company says it expects net proceeds of about $1.7 million, or about $1.9 million with the option, to advance its product candidates, for working capital and for general corporate purposes.
Dilution is large. After the sale, the adjusted net tangible book value would be approximately $(1.48) per share, and purchasers in the offering would suffer immediate dilution of approximately $(3.85) per share. Shares outstanding after the offering would be 1,145,635, or 1,213,816 if the option is exercised in full, before any pre-funded warrants are exercised.
Another raise weeks earlier
The filing says that on September 4, 2025 the company signed an underwriting agreement with Lafferty for 640,924 shares at $4.40 and pre-funded warrants for up to 40,894 shares, for gross proceeds of approximately $3 million. The same day, the company cut its at-the-market program with Lafferty to $3,451,527. That program was first set at $6.5 million under a sales agreement dated July 18, 2025.
The September 30 supplement now cuts that program to $0. The company says it sold all $451,527 of stock still available under it, so no more shares can be sold unless it files another supplement. Over the twelve months to the date of the filing, the company sold 790,590 shares under General Instruction I.B.6 of Form S-3, for gross proceeds of $3,706,347.75. That rule limits sales to one-third of the aggregate market value of common stock held by non-affiliates in any 12-month period. The filing gives that market value as $18,399,248.
Going concern and cash
The filing says its financial condition raises substantial doubt about its ability to continue as a going concern. As of June 30, 2025, the company had approximately $2.1 million in cash and cash equivalents and negative working capital of $3.5 million. For the six months ended June 30, 2025, it recorded a net loss of approximately $5.6 million.
The supplement lists 246,511 shares that would be issued on automatic conversion of notes from the May 2025 private placement into warrants at $6.24 per share, 123,255 shares on voluntary conversion of those notes, and 55,300 shares under pre-funded warrants from the June 2025 private placement at an exercise price of $0.
The filing also discloses that the company agreed to use commercially reasonable efforts to spend $250,000 of its private placement proceeds on Solana, a cryptocurrency. It bought the Solana on August 6, 2025. A separate August 1, 2025 purchase agreement for a private placement at $10.45 per security, with expected gross proceeds of approximately $9.475 million and net proceeds earmarked for Solana, was terminated by a mutual release on August 19, 2025. The filing says that if the company has to sell that Solana at a significant loss to meet working capital needs, its business and financial condition could be hurt.
The programs behind the spending
The company's lead program, ART27.13, is a dual cannabinoid receptor agonist in a Phase 1b/2a study for cancer-related anorexia, known as the Cancer Appetite Recovery Study. The second, ART26.12, is an inhibitor of fatty acid binding protein 5 for chemotherapy-induced peripheral neuropathy.