Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 24, 2022

ARTELO BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Nevada

333-199213

33-1220924

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

505 Lomas Santa Fe, Suite 160,

Solana Beach, CA USA

92075

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (858) 925-7049

_____________________________________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	ARTL	The Nasdaq Stock Market, LLC
Warrants	ARTLW	The Nasdaq Stock Market, LLC

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 5.07 Submission of Matters to a Vote of Security Holders.

We held our Annual Meeting of Stockholders (“Annual Meeting”) on June 24, 2022. Of the 42,301,013 shares of our common stock outstanding and entitled to vote as of May 9, 2022, 15,733,250, or 37.19%, of such shares were represented, either by attending the Annual Meeting or by proxy, constituting a quorum under our bylaws. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below.

1.	Election of Seven Directors. The following nominees were re-elected by the holders of our common stock to serve as directors to hold office until our 2023 annual meeting of stockholders and until their successors have been duly elected and qualified:

Nominee	For		Against		Abstain		Broker Non-Votes
Gregory D. Gorgas		4,577,152		635,335		90,644		10,430,119
Connie Matsui		4,862,361		340,583		100,187		10,430,119
Steven Kelly		4,865,668		345,909		91,554		10,430,119
R. Martin Emanuele, Ph.D.		4,950,274		262,171		90,686		10,430,119
Douglas Blayney, M.D.		4,956,842		254,605		91,684		10,430,119
Gregory R. Reyes, M.D., Ph.D.		4,943,601		260,844		98,686		10,430,119
Tamara A. Seymour		4,799,475		400,166		103,490		10,430,119

Advisory Vote to Approve Named Executive Officer Compensation (the “Say-on-Pay Vote”). On an advisory basis, the compensation of our named executive officer for the year ended December 31, 2021, as disclosed in our proxy statement for our 2022 annual meeting of stockholders, was approved by our stockholders based on the following results of voting:

For				Against				Abstain				Broker Non-Votes
	4,121,598				998,904				182,629				10,430,119

Advisory Vote to Approve the Frequency of the Say-on-Pay Vote. On an advisory basis, frequency at which the Say-On-Pay Vote at future annual meetings of stockholders will be held, as disclosed in our proxy statement, was approved for “THREE YEARS” by our stockholders based on the following results of voting:

One Year				Two Years				Three Years				Abstain
	2,234,514				76,853				2,456,016				535,748

To Approve the Potential Issuance and Sale of 20% or More of the Company’s Common Stock to Lincoln Park Capital Fund, LLC. The potential issuance and sale of 20% or more of the Company’s Common Stock at an average price less than the Minimum Price pursuant to the Purchase Agreement with Lincoln Park Capital Fund, LLC was approved by our stockholders based on the following results of voting:

For				Against				Abstain				Broker Non-Votes
	4,408,965				792,595				101,571				10,430,119

5.	Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Malone Bailey LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified based on the following results of voting:

For				Against				Abstain				Broker Non-Votes
	15,112,289				439,441				181,520				—

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.