Artelo Biosciences Inc美股招股说明书(2026-05-26版)

$6,530,000Common Stock This prospectus supplement relates to the issuance and sale of shares of our common stock, par value $0.001 per share, having anoffering price of up to $6,530,000, from time to time solely through H.C. Wainwright & Co., LLC, as exclusive sales agent (who wherein as “HCW” or the “Sales Agent”). Any sales consummated under this prospectus supplement will be made under an “at-thoffering program under the terms of an At the Market Offering Agreement between us and HCW, dated May 26, 2026 (the “Sales AgrSee “Plan of Distribution.” 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 (the “Securities Act”). The Sales Agent is not required tspecific number or dollar amount of securities and will use commercially reasonable efforts consistent with its normal tradingpractices to sell on our behalf any shares to be offered by us under the Sales Agreement. There is no arrangement for funds to be receivescrow, trust or similar arrangement. If we and the Sales Agent agree on any method of distribution other than sales of shares of ourstock on or through an existing trading market at market prices, we will file a further prospectus supplement providing all informatsuch offering as required by Rule 424(b) under the Securities Act. The Sales Agent will be entitled to compensation under the terms of the Sales Agreement at a commission rate of 3.0% 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 Agent against certain civilincluding liabilities under the Securities Act. Our common stock is listed on the Nasdaq Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “AMay 22, 2026, the last reported sale price of our common stock on Nasdaq was $1.19 per share. As of May 26, 2026, the aggregate market value of our outstanding common stock held by non-affiliates was $36,721,908.08 ba3,485,540 shares of common stock outstanding, of which 3,484,052 shares were held by non-affiliates, and a price per share of ourstock of $10.54 based on the closing price of our common stock on March 27, 2026. Pursuant to General Instruction I.B.6. of Formevent will we sell securities pursuant to this prospectus having a value exceeding more than one-third of the aggregate market vaoutstanding common stock held by non-affiliates in any 12-month period so long as the aggregate market value of our outstandingstock held by non-affiliates remains below $75 million. In the event that subsequent to the date of this prospectus the aggregate markeour outstanding common stock held by non-affiliates equals or exceeds $75 million, such limitation on sales pursuant to General II.B.6 shall not apply to sales subsequently made pursuant to this prospectus. During the 12-calendar month period ending on, and incdate of this prospectus, we sold securities with an aggregate market value of $5,706,345.75 pursuant to General Instruction I.B.6. of Fo Investing in our shares of Common Stock involves a high degree of risk and uncertainty. See “Risk Factors” beginning on pagprospectussupplement and the other documents that are incorporated by reference in this prospectus supplementaccompanying base prospectus. NEITHERTHE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSIOAPPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OPROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRACRIMINAL OFFENSE. H.C. Wainwright & Co.______________ The date of this prospectus supplement is May 26, 2026. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT About This Prospectus SupplementForward-Looking StatementsProspectus Supplement SummaryThe OfferingRisk FactorsUse of ProceedsDividend PolicyDilutionDescription of Capital StockPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationIncorporation of Certain Information by Reference BASE PROSPECTUS About This ProspectusForward-Looking StatementsProspectus SummaryRisk FactorsUse of ProceedsDescription of Capital StockDescription of Debt SecuritiesDescription of WarrantsDescription of UnitsPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationIncorporation of Certain Information by Reference ABOUT THIS PROSPECTUS SUPPLEMENT As used in this prospectus, unless the context otherwise requires or indicates, references to “the Company,” “our company,” “w“ourselves,” “us” and “Artelo” refer to Artelo Biosciences, Inc., a Nevada corporation, and its consolidated subsidiaries. This prospectus supplement and the accompanying prospec