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) January 30, 2026

 

ARTELO BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

001-38951

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 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 reconvened our Annual Meeting of Stockholders (the “Annual Meeting”) on January 30, 2026, which was previously convened on December 31, 2025 and then adjourned, without conducting any business, due to insufficient votes to constitute a quorum. Of the 2,018,746 shares of our common stock, par value $0.001 (“Common Stock”), outstanding as of the record date of December 10, 2025, 1,017,816 shares of Common Stock were represented at the Annual Meeting, either by proxy or by attending the virtual annual meeting, constituting, of the shares entitled to vote, approximately 50.4% of the outstanding shares of Common Stock. 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 Two Class II Directors. The following nominees were re-elected by the holders of our common stock to serve as our Class II directors to hold office until our 2028 annual meeting of stockholders and until their successors have been duly elected and qualified:

 

Nominee

For

Withhold

Broker Non-Votes

Douglas Blayney, M.D.

248,985

139,452

633,102

Connie Matsui

257,384

131,053

633,102

 

 

2.

Advisory Vote on Executive Compensation. The “say-on-pay” proposal regarding the compensation of our named executive officers as described on page 27 of the Proxy Statement was approved, on an advisory basis.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

158,971

 

126,089

 

103,377

 

633,102

 

 

3.

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, 2026 was ratified based on the following results of voting:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

830,673

 

85,078

 

102,065

 

0

 

 

2

 

 

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.

 

 

ARTELO BIOSCIENCES, INC.

    
Date: January 30, 2026By:/s/ Gregory D. Gorgas

 

 

Gregory D. Gorgas

President & Chief Executive Officer

 

 

 

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