Item 8.01 Other Events.

At-The-Market Offering Increase

On April 13, 2020, Artelo Biosciences, Inc. (the "Company") entered into an Equity Distribution Agreement (the "Sales Agreement") with Maxim Group LLC ("Maxim"), pursuant to which the Company may sell up to $3,000,000 of shares of the Company's common stock, par value $0.001 per share (the "Common Stock"). As of June 18, 2020, the Company has sold $1,474,813 of shares of Common Stock as previously limited by the "baby shelf rule" as defined in Instruction 1.B.6(a). Accordingly, on July 14, 2020, the Company filed Prospectus Supplement No. 3 to allow for the sale of an additional $774,599 of shares of Common Stock (the "Shares") under the Sales Agreement.

The Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the Company's Registration Statement on Form S-3 (File No. 333-235917), which was filed with the Securities and Exchange Commission (the "SEC") on January 15, 2020, and declared effective on February 3, 2020 (the "Registration Statement"), and a base prospectus dated as of January 14, 2020 included in the Registration Statement and the prospectus supplement relating to the offering filed with the SEC on July 14, 2020. Sales of the Shares through Maxim, if any, will be made by any method that is deemed an "at the market" offering as defined in Rule 415 under the Securities Act.

The Shares will be governed by the provisions of the Sales Agreement.

The Company is not obligated to make any sales of the Shares under the Sales Agreement and no assurance can be given that we will sell any additional Shares under the Sales Agreement, or if we do, as to the price or amount of Shares that we will sell, or the dates on which any such sales will take place. The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, which was filed as Exhibit 1.1 to the Current Report on Form 8-K filed on April 15, 2020.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.        Description

  Exhibit 5.1        Opinion of Fennemore Craig, P.C.

  Exhibit 23.1       Consent of Fennemore Craig, P.C. (included in Exhibit 5.1)





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