Artelo Biosciences Inc.

10/30/2025 | Press release | Distributed by Public on 10/30/2025 19:30

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
MATSUI CONNIE
2. Issuer Name and Ticker or Trading Symbol
ARTELO BIOSCIENCES, INC. [ARTL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ARTELO BIOSCIENCES, INC., 505 LOMAS SANTA FE, SUITE 160
3. Date of Earliest Transaction (Month/Day/Year)
10/28-05:00/2025
(Street)
SOLANA BEACH, CA 92075
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Promissory Note (1)(2) 10/28-05:00/2025 C(2)(1) $140,000 05/01-05:00/2025 10/28-05:00/2025 Common Stock (2)(1) $140,000 $ 0 D
Warrant (right to buy) $6.24 10/28-05:00/2025 C(2)(1) 38,346 10/28-05:00/2025 10/28-05:00/2030 Common Stock 38,346 (1)(2) 38,346 D
Warrant (right to buy) $3.4 10/28-05:00/2025 C(2)(1) 70,376 10/28-05:00/2025 10/28-05:00/2030 Common Stock 70,376 (2)(1) 70,376 D
Convertible Promissory Note $3.4 10/28-05:00/2025 C(1)(2) $110,843 10/28-05:00/2025 04/28-05:00/2026 Common Stock (1)(2) $110,843 $110,843 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MATSUI CONNIE
C/O ARTELO BIOSCIENCES, INC.
505 LOMAS SANTA FE, SUITE 160
SOLANA BEACH, CA 92075
X

Signatures

/s/ Gregory D. Gorgas, as Attorney-in-Fact 10/30-05:00/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Pursuant to the terms of the convertible note issued to the Reporting Person on May 1, 2025 (the "May Note"), on October 28, 2025, a portion of the May Note was automatically converted into a warrant to purchase shares of the Issuer's common stock ("Common Stock") (the "$6.24 Warrant").
(2) On October 28, 2025, the Issuer entered into a Subscription Agreement (the "Subscription Agreement") pursuant to which certain investors, including the Reporting Person, converted and reinvested the portion of the May Note not converted into the $6.24 Warrant into (i) a convertible note (the "October Note"), and (ii) a warrant to purchase shares of the Issuer's Common Stock pursuant to the Subscription Agreement (the "$3.40 Warrant"). At any time prior to payment in full of the principal amount of the October Note, the Reporting Person has the right to convert the principal amount of the October Note, together with the accrued and unpaid interest thereon, into shares of the Issuer's Common Stock.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Artelo Biosciences Inc. published this content on October 30, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on October 31, 2025 at 01:30 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]