Artelo Biosciences Inc 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number001-38951 Artelo Biosciences, Inc. (Exact name of registrant as specified in its charter) 33-1220924(I.R.S. Employer 92075(Zip Code) Registrant’s telephone number, including area code:(858)925-7049 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of Common Stock held by non-affiliates of the Registrant on June 30, 2024, was $4,289,305based on a $1.34 average bid TABLE OF CONTENTS PART I ITEM 1.BUSINESS5ITEM 1A.RISK FACTORS20ITEM 1B.UNRESOLVED STAFF COMMENTS50ITEM 1C.CYBERSECURITY50ITEM 2.PROPERTIES51ITEM 3.LEGAL PROCEEDINGS51ITEM 4.MINE SAFETY DISCLOSURES51 PART II ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES52ITEM 6.[RESERVED]53ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS53ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK59ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAF-1ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE60ITEM 9A.CONTROLS AND PROCEDURES60ITEM 9B.OTHER INFORMATION60ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS60 PART III ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE61ITEM 11.EXECUTIVE COMPENSATION70ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS77ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE80ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES81 ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES82ITEM 16.FORM 10-K SUMMARY82SIGNATURES83 Table of contents FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements that are based on management’s beliefs and assumptions and oninformation currently available to management. Some of the statements in the sections captioned “Risk Factors,” “Management’s Discussion andAnalysis of Financial Condition and Results of Operations,” “Business,” and elsewhere contain forward-looking statements. In some cases, youcan identify these statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “ex