SEC 8-K filings with transcript text
Mar 17, 2026
artl_ex991.htm
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 206)
F-2
Consolidated Balance Sheets at December 31, 2025 and 2024
F-3
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024
F-4
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025 and 2024.
F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024.
F-6
Notes to the Consolidated Financial Statements
F-7
F-1
Table of Contents
To the Shareholders and Board of Directors of
Artelo Biosciences, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Artelo Biosciences, Inc. and its subsidiaries (collectively, the “Company”) as of December 31, 2025, and 2024, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern Matter
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ MaloneBailey, LLP
www.malonebailey.com
We have served as the Company's auditor since 2015.
Houston, Texas
February 23, 2026, except for Notes 1, 2, 6, 7, 9, and 12 which are dated March 17, 2026
F-2
Table of Contents
Consolidated Balance Sheets
(In thousands, except share data)
December 31,
December 31,
2025
2024
Current Assets
Cash and cash equivalents
$600
$2,338
Prepaid expenses and other current assets
95
219
Total Current Assets
695
2,557
Operating lease right-of-use assets
64
99
Intangible asset
2,039
2,039
Other assets
3
3
$2,801
$4,698
Current Liabilities
A
Jul 11, 2025
artl_ex992.htm
Unaudited Interim Financial Statements
Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024
2
Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024
3
Consolidated Statements of Stockholders' Equity for the three months ended March 31, 2025 and 2024
4
Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024
5
Consolidated Notes to the Unaudited Financial Statements
6
1
Table of Contents
Consolidated Balance Sheets
(Unaudited)
(In thousands, except share data)
March 31,
December 31,
2025
2024
Current Assets
Cash and cash equivalents
$746
$2,338
Prepaid expenses and other current assets
212
219
Deferred offering costs
424
-
Total Current Assets
1,382
2,557
Operating lease right-of-use assets
91
99
Intangible asset
2,039
2,039
Other assets
3
3
$3,515
$4,698
Current Liabilities
Accounts payable and accrued liabilities
$2,509
$1,676
Due to related parties
23
61
Operating lease liabilities - current portion
36
35
Advances from investors
236
-
Total Current Liabilities
2,804
1,772
Operating lease liabilities
59
69
2,863
1,841
Preferred Stock, par value $0.001, 69,445 shares authorized,
0 shares issued and outstanding as of March 31, 2025 and December 31, 2024
-
-
Common Stock, par value $0.001, 8,333,333 shares authorized and 567,582 shares issued and outstanding as of March 31, 2025, and December 31, 2024
1
1
Additional paid-in capital
53,386
53,194
Accumulated deficit
(52,508)
(50,136)
Accumulated other comprehensive loss
(227)
(202)
652
2,857
$3,515
$4,698
2
Table of Contents
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(In thousands, except per share data)
Three months ended
March 31,
2025
2024
General and administrative
$995
$1,082
Research and development
1,384
1,507
Total Operating Expenses
2,379
2,589
Loss from Operations
(2,379)
(2,589)
Net change in fair value of trading marketable securities
-
106
Interest income
7
-
Total other income
7
106
Provision for income taxes
-
-
$(2,372)
$(2,483)
Foreign currency translation adjustments
(25)
-
Total Other Comprehensive Loss
(25)
-
$(2,397)
$(2,483)
Basic and Diluted Loss per Common Share
$(4.34)
$(4.66)
Basic and Diluted Weighted Average Common Shares Outstanding
547
533
3
Table of Contents
Consolidated Statements of Stockholders’ Equity
(Unaudited)
(In thousands)
Additional
Accumulated Other
Common stock
Paid-in
Accumulated
Comprehensive
Shares
Amount
Capital
Deficit
Loss
Total
Balance, December 31, 2024
547
$1
$53,194
$(50,136)
$(202)
$2,857
Stock based compensation
-
-
192
-
-
192
Net loss for the period
-
-
-
(2,372)
-
(2,372)
Other comprehensive loss
-
-
-
-
(25)
(25)
Balance, March 31, 2025
547
$1
$53,386
$(52,508)
$(227)
$652
Additional
Accumulated Other
Common stock
Paid-in
Accumulated
Comprehensive
Shares
Amount
Capital
Deficit
Loss
Total
Balance, December 31, 2023
532
$1
$52,264
$(40,310)
$(203)
$11,752
Common shares issued for cash
39
-
55
-
-
55
Stock based compensation
-
-
213
-
-
213
Net loss for the period
-
-
-
(2,483)
-
(2,483)
Balance, March 31, 2024
538
$1
$52,532
$(42,793)
$(203)
$9,537
4
Table of Contents
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Three months ended
March 31,
2025
2024
Net loss
$(2,372)
$(2,483)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation
192
213
Net change in fair value of trading marketable securities
-
(106)
Non-cash lease expense
8
8
Changes in operating assets and liabilities:
Prepaid expenses and other current assets
9
5
Deferred offering costs
(424)
-
Accounts payable and accrued liabilities
800
(624)
Accounts payable - related parties
(38)
53
Advances from investors
236
-
Fixed cash payments related to operating leases
(8)
(8)
Net cash used in operating activities
(1,597)
(2,942)
Investment in trading marketable securities
-
(481)
Proceeds from disposition of marketable securities
-
1,750
Net cash provided by investing activities
-
1,269
Proceeds from issuance of common shares for cash, net
-
55
Net cash provided by financing activities
-
55
Effect of exchange rate changes on cash
5
(2)
Net change in cash and cash equivalents
(1,5
Jan 14, 2020
2 artl_ex991.htm
artl_ex991.htm
LA JOLLA, CA – January 14, 2020 – Artelo Biosciences, Inc. (NASDAQ: ARTL), a clinical stage biopharmaceutical company focused on the development of therapeutics that modulate the endocannabinoid system, today reported financial and operating results for the first quarter of its fiscal year ended November 30, 2019.
The Company continues to advance its clinical and pre-clinical pipeline which consists of three therapeutic candidates for cancer-related anorexia, cancer, and PTSD. During the quarter, the Company held a positive meeting with the U.K. Medicines and Healthcare Products Regulatory Agency on the initiation of a Phase 1b/2a study with ART27.13, successfully manufactured drug substance at scale, and increased its public profile. In particular, a pre-clinical study published in October 2019 demonstrated that the Company’s Fatty Acid Binding Protein 5 (FABP5) inhibitor can increase the cytotoxic and tumor suppressive effects in prostate cancer cells when coadministered with taxanes. “Artelo Biosciences is well positioned to reach a number of meaningful milestones in 2020, including the initiation of a clinical study with ART27.13 by mid-year,” stated Gregory D. Gorgas, Chief Executive Officer. “Given these and other developments, we plan to pursue strategic discussions with potential partners about each of our programs.”
First Quarter FY2020 Corporate Highlights
·Successfully manufactured drug substance material and selected a contract research organization for our upcoming Phase 1b/2a study of ART27.13 for the treatment of anorexia and weight loss associated with cancer.
·Concluded a productive meeting with The U.K. Medicines and Healthcare Products Regulatory Agency to discuss our upcoming Phase 1b/2a study of ART27.13.
·Published positive pre-clinical data on ART26.12, our FABP5 inhibitor program, under development in collaboration with The Research Foundation of the State University of New York Stony Brook, in The Prostate October 2019 issue. Study identified combinations of taxanes and FABP5 inhibitors which resulted in complete prostate cell death at lower concentrations when compared to docetaxel or cabazitaxel alone.
·Artelo conducted research studies featured in the Nature Medicine September 2019 issue. Nature Medicine recognized the importance the Company’s research findings and highlighted the scarcity of data on CBD as well the limited availability of quality clinical research identifying the dose of CBD useful to treat certain diseases and conditions.
·Presented the Company at multiple, well-attended investment conferences in New York and London.
Financial Highlights
·Operating expenses for the three months ended November 30, 2019 were $1,336,448 compared to $556,903 for the same period in 2018. The Company’s operating expenses were primarily related to ongoing regulatory filing requirements, research and development contracts and general and administrative expenses.
·Net loss was approximately $1,306,361, or $0.39 per basic and $0.40 per diluted share for the quarter ended November 30, 2019 compared to a net loss of $556,903, or $0.32 per basic and diluted share for the quarter ended November 30, 2018. Net loss for the first quarter ended November 30, 2019 included a gain of $29,501 related to the change in the fair value of derivative liabilities. As of November 30, 2019, derivative liabilities amount to $0.
·As of November 30, 2019, the Company had approximately $3,374,683 in cash, compared to $4,423,965 as of August 31, 2019.
About Artelo Biosciences
Artelo Biosciences, Inc. is a San Diego-based biopharmaceutical company dedicated to the development and commercialization of proprietary therapeutics targeting the endocannabinoid system and related pathways. Artelo is rapidly advancing a portfolio of broadly applicable product candidates designed to address significant unmet needs in multiple diseases and conditions, including anorexia, cancer, pain, and inflammation. Led by proven biopharmaceutical executives collaborating with highly respected researchers and technology experts, the company applies leading edge scientific, regulatory, and commercial discipline to develop high-impact therapies. More information is available at www.artelobio.com and Twitter: @ArteloBio.
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and Private Securities Litigation Reform Act, as amended, including those relating to the Company’s product development, clinical and regulatory timelines, market opportunity, competitive position, possible or assumed future results of operations, business strategies, potential growth opportunities and other statement that are pre
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