0001640334-24-000329.txt : 20240301 0001640334-24-000329.hdr.sgml : 20240301 20240301180912 ACCESSION NUMBER: 0001640334-24-000329 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240228 FILED AS OF DATE: 20240301 DATE AS OF CHANGE: 20240301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MATSUI CONNIE CENTRAL INDEX KEY: 0001236537 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38951 FILM NUMBER: 24712074 MAIL ADDRESS: STREET 1: 3030 CALLAN RD CITY: SAN DIEGO STATE: CA ZIP: 92121 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ARTELO BIOSCIENCES, INC. CENTRAL INDEX KEY: 0001621221 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 331220924 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 505 LOMAS SANTA FE, SUITE 160 CITY: SOLANA BEACH STATE: CA ZIP: 92075 BUSINESS PHONE: 858-925-7049 MAIL ADDRESS: STREET 1: 505 LOMAS SANTA FE, SUITE 160 CITY: SOLANA BEACH STATE: CA ZIP: 92075 FORMER COMPANY: FORMER CONFORMED NAME: REACTIVE MEDICAL INC. DATE OF NAME CHANGE: 20170207 FORMER COMPANY: FORMER CONFORMED NAME: KNIGHT KNOX DEVELOPMENT CORP. DATE OF NAME CHANGE: 20141001 4 1 primary_doc.xml PRIMARY DOCUMENT X0508 4 2024-02-28 0 0001621221 ARTELO BIOSCIENCES, INC. ARTL 0001236537 MATSUI CONNIE 505 LOMAS SANTA FE, SUITE 160 SOLANA BEACH CA 92075 1 0 0 0 0 Stock Option (right to buy) 29.85 2024-02-28 4 D 0 1767 D 2020-02-29 2029-08-29 Common Stock 1767 0 D Stock Option (right to buy) 39.9 2024-02-28 4 D 0 10634 D 2023-02-12 2031-02-12 Common Stock 10634 0 D Stock Option (right to buy) 15 2024-02-28 4 D 0 667 D 2022-06-23 2031-07-16 Common Stock 667 0 D Stock Option (right to buy) 4.89 2024-02-28 4 D 0 667 D 2023-06-24 2032-06-24 Common Stock 667 0 D Stock Option (right to buy) 1.99 2024-02-28 4 D 0 667 D 2033-06-30 Common Stock 667 0 D Stock Option (right to buy) 2.01 2024-02-28 4 D 0 1083 D 2033-08-04 Common Stock 1083 0 D Stock Option (right to buy) 1.55 2024-02-28 4 A 0 1767 A 2029-08-29 Common Stock 1767 1767 D Stock Option (right to buy) 1.55 2024-02-28 4 A 0 10634 A 2031-02-12 Common Stock 10634 10634 D Stock Option (right to buy) 1.55 2024-02-28 4 A 0 667 A 2031-07-16 Common Stock 667 667 D Stock Option (right to buy) 1.55 2024-02-28 4 A 0 667 A 2032-06-24 Common Stock 667 667 D Stock Option (right to buy) 1.55 2024-02-28 4 A 0 667 A 2033-06-30 Common Stock 667 667 D Stock Option (right to buy) 1.55 2024-02-28 4 A 0 1083 A 2033-08-04 Common Stock 1083 1083 D This option was granted on August 29, 2019 and was previously reported as covering 26,500 shares at an exercise price of $1.99 per share, but was adjusted to reflect a 1-for-15 reverse stock split that occurred on August 10, 2022. The Reporting Person agreed to certain amendments of their outstanding stock option pursuant to the terms of a repricing and revesting offer approved by the Issuer's Compensation Committee of the Board of Directors (the "Offer") relating to a one-time offer by the Issuer to reprice and adjust the vesting of certain Eligible Options (as defined in the Offer). This option was granted on February 12, 2021 and was previously reported as covering 159,500 shares at an exercise price of $2.66 per share, but was adjusted to reflect a 1-for-15 reverse stock split that occurred on August 10, 2022. This option was granted on July 16, 2021 and was previously reported as covering 10,000 shares at an exercise price of $1.00 per share, but was adjusted to reflect a 1-for-15 reverse stock split that occurred on August 10, 2022. This option was granted on June 24, 2022 and was previously reported as covering 10,000 shares at an exercise price of $0.326 per share, but was adjusted to reflect a 1-for-15 reverse stock split that occurred on August 10, 2022. Subject to the Reporting Person continuing to be a Service Provider (as such term is defined in the Issuer's 2018 Equity Incentive Plan (the "Plan")) through each such applicable vesting date, one hundred percent (100%) of the shares subject to the option shall vest on the earlier of (i) the one (1) year anniversary of the Vesting Commencement Date, or (ii) the day prior to the date of the annual meeting of the Issuer's stockholders next following the Vesting Commencement Date. "Vesting Commencement Date" shall mean June 30, 2023. Subject to the Reporting Person continuing to be a Service Provider (as such term is defined in the Issuer's Plan) through each such applicable vesting date, one hundred percent (100%) of the shares subject to the option shall vest on the earlier of (i) the one (1) year anniversary of the Vesting Commencement Date, or (ii) the day prior to the date of the annual meeting of the Issuer's stockholders next following the Vesting Commencement Date. "Vesting Commencement Date" shall mean August 4, 2023. Pursuant to the Offer, and subject to the Reporting Person continuing to be a Service Provider (as such term is defined in the Issuer's Plan) through each such applicable vesting date, one third (1/3rd) of the shares subject to the option shall vest on the first anniversary of the Amendment Date, and one thirty-sixth (1/36th) of the shares subject to the option shall vest each month thereafter on the same day of the month as the Amendment Date (or, if there is no such day, the last day of the month). "Amendment Date" shall mean February 28, 2024. /s/ Gregory D. Gorgas, as Attorney-in-Fact 2024-03-01