UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 9, 2025, the board of directors (the “Board”) of Artelo Biosciences, Inc. (the “Company”) amended the Company’s amended and restated bylaws, as provided in a Certificate of Amendment to Bylaws (the “Bylaws Amendment”), as follows:
| · | The required notice period for special meetings of the Board has been updated, as provided in the Bylaws Amendment; |
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| · | The right of stockholders to take action without a meeting has been eliminated; |
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| · | The Bylaws have been updated to provide that the Company shall in all respects be considered an “issuing corporation” for purposes of the provisions of NRS 78.378 to 78.3793 inclusive, irrespective of whether the Company, as of any date, (i) has 200 or more stockholders of record, at least 100 of whom have had addresses in Nevada appearing on the stock ledger of the Company at all times during the 90 days immediately preceding such date, and/or (ii) does business in Nevada directly or through an affiliated corporation; and |
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| · | The Bylaws have been updated to provide that the record date for determining shareholders entitled (i) to notice of or to vote at any shareholders' meeting or adjournment thereof, (ii) to receive payment of any share dividend, or (iii) to receive payment of any distribution shall be not more than 60 days prior to the date on which the particular action requiring determination of shareholders is to be taken. |
The Bylaws Amendment is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| ARTELO BIOSCIENCES, INC. |
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Date: September 10, 2025 |
| /s/ Gregory D. Gorgas |
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| Gregory D. Gorgas |
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| President & Chief Executive Officer |
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