ARTELO BIOSCIENCES, INC. current report, Q1 FY2026

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Business Context and Reporting Period

Company: ARTELO BIOSCIENCES, INC. (Nasdaq: ARTL)
Filing Type: Form 8-K (Current Report)
Report Date: March 12, 2026
Event: Entry into Material Definitive Agreements for debt financing.

Key Financial Metrics

This filing details a debt financing transaction rather than periodic financial performance. Key metrics include:

  • Total Principal Amount: $350,300.00
  • Total Proceeds Received: $310,000.00
  • Interest Rate: 12% per annum
  • Maturity Date: January 15, 2027
  • Use of Proceeds: General working capital
  • Transaction Costs: $10,000 paid to Vanquish for due diligence and legal fees

Note: The filing does not provide revenue, profit, cash flow, or margin data.

Material Changes and Transaction Details

The Company entered into two separate Securities Purchase Agreements on March 12, 2026:

  1. Vanquish Funding Group Inc.: Issued a bridge note with a principal of $237,300.00 (including a $27,300.00 original issue discount) for a purchase price of $210,000.00.
  2. Boot Capital LLC: Issued a bridge note with a principal of $113,000.00 (including a $13,000.00 original issue discount) for a purchase price of $100,000.00.

The Notes are convertible solely upon an Event of Default. The conversion price is the greater of $0.125 or 75% of the lowest trading price of the Common Stock during the ten trading days preceding the conversion date. Beneficial ownership is capped at 4.99% for the Buyers and their affiliates.

Outlook, Risks, and Contingencies

  • Default Provisions: Upon an Event of Default, the Notes become immediately due and payable at 150% of the outstanding principal plus accrued interest and default interest.
  • Prepayment: The Company may prepay the Notes in full at any time without penalty.
  • Regulatory Status: Securities were sold under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D to accredited investors; they are unregistered.
  • Management Commentary: The filing states the proceeds are intended for general working capital purposes but provides no specific operational outlook or guidance.

Investor Verification Checklist

  • Verify the Company's current cash position and ability to service the 12% interest and principal repayment by January 2027.
  • Review the definition of "Event of Default" in the attached exhibits to understand triggers for the 150% penalty and forced conversion.
  • Assess the potential dilution impact if the Notes are converted at the lower of the two conversion price thresholds ($0.125 or 75% of the 10-day low).
  • Confirm the Company's liquidity status given the immediate cash outflow of $10,000 for transaction fees.