Artelo biosciences inc美股招股说明书(2025-07-18版)

Sales of our common stock, if any, under this prospectus supplement may be made in sales deemed to be “at-the-market offerings” asRule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act. The Sales Agent is not required tspecific number or dollar amount of securities but will act as the sales agent on a best efforts basis and will use commercially reasonabconsistent with the Sales Agent’s normal trading and sales practices, to sell on our behalf all of the shares of common stock requested The Sales Agent will be entitled to compensation under the terms of the Sales Agreement at a commission rate of 2.0% of the gross sper share of common stock sold. In connection with the sale of the common stock on our behalf, the Sales Agent will be deemed “underwriter” within the meaning of the Securities Act and the compensation of the Sales Agent will be deemed to be undcommissions or discounts. We have also agreed to provide indemnification and contribution to the Sales Agents against certain civilincluding liabilities under the Securities Act.As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affilapproximately $19,960,602, based on 700,372 shares of outstanding common stock held by non-affiliates, and a per share price of $28on the closing sale price of our common stock on July 10, 2025. In no event will the aggregate market value of securities sold by us Investing in our common stock involves a high degree of risk. Please read “Risk Factors” beginning on page S-9 of this psupplement, page 10 of the accompanying prospectus, and the documents incorporated by reference into this prospectus suand the accompanying prospectus for a discussion of the factors you should carefully consider before deciding to purchase ourstock. R.F. Lafferty & Co., Inc.______________Prospectus Supplement dated July 18, 2025 About This Prospectus SupplementForward-Looking Statements Risk FactorsUse of ProceedsDividend Policy Material U.S. Federal Income and Estate Tax Consequences to Non-U.S. Holders of Our Common Stock Where You Can Find Additional InformationIncorporation of Documents by Reference U.S. Securities and Exchange Commission, or SEC, before the date of this prospectus supplement, you should rely on the informatiprospectus supplement; provided that if any statement in one of these documents is inconsistent with a statement in another documen later date-for example, a document incorporated by reference in the accompanying prospectus-the statement in the document havingdate modifies or supersedes the earlier statement. This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 that we filed with the Sa “shelf” registration process. The $6.50 million of common stock that may be offered, issued and sold under this prospectus is inclu$75.0 million of securities that may be offered, issued and sold by us pursuant to our shelf registration statement. This prospectus isprospectus supplement to the accompanying prospectus included in the registration statement of which this prospectus forms a part.We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any docuis incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for th be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the accoprospectus must inform themselves about, and observe any restrictions relating to, the offering of the common stock and the distributprospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement and the accoprospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securiti As permitted by the rules and regulations of the SEC, the registration statement, of which this prospectus supplement and the accoprospectus form a part, includes additional information not contained in this prospectus supplement or the accompanying prospeshould read this prospectus supplement, the registration statement and the accompanying prospectus together with the documents incby reference into this prospectus supplement and into the accompanying prospectus before buying any shares of our common stooffering. See “Where You Can Find Additional Information” on page S-24 of this prospectus supplement. accompanying prospectus or such other offering materials or the time of any sale of securities. Our business, financial condition,operations and prospects may have changed since then.Any portion of the $6.50 million included in this prospectus supplement that is not previously sold or included in an active placempursuant to the Sales Agreement is available for sale in other offerings pursuant to the base prospect