UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Artelo Biosciences Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
04301G102
(CUSIP Number)
December 31, 2019
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following pages
Page 1 of 9 Pages
| CUSIP NO. 04301G102 | Page 2 of 9 Pages |
| CUSIP No. 04301G102 | |
| (1) Names of reporting persons | Alinga Capital LLC |
| (2) Check the appropriate box if a member of a group | (a) |
| (see instructions) | (b) |
| (3) SEC use only | |
| (4) Citizenship or place of organization | DE |
| Number of shares beneficially owned by each reporting person with: | |
| (5) Sole voting power | 0 |
| (6) Shared voting power | 35,750* |
| (7) Sole dispositive power | 0 |
| (8) Shared dispositive power | 35,750* |
| (9) Aggregate amount beneficially owned by each reporting person | 35,750* |
| (10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | |
| (11) Percent of class represented by amount in Row (9) | 1.045%† |
| (12) Type of reporting person (see instructions) | IA |
* Alinga Capital LLC is the general partner and investment manager of Alinga Capital Fund LP (the “Fund”) in which such shares referred to above are held. As a result, Alinga Capital LLC possesses the power to vote and dispose or direct the disposition of all the shares owned by the Fund. The Fund owns 7,000 shares and further owns warrants to purchase an additional 28,750 shares (the “Fund Warrants”). Thus, Alinga Capital LLC may be deemed to beneficially own a total of 35,750 shares.
† Based on a total of (i) 3,420,026 shares outstanding of the Issuer as December 11, 2019, as set forth in the Issuer’s most recent Form 10-K/A, filed December 18, 2019, plus (ii) 28,750 shares issuable upon conversion of the Fund Warrants, as described in Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended (“Exchange Act”).
| CUSIP NO. 04301G102 | Page 3 of 9 Pages |
| CUSIP No. 04301G102 | |
| (1) Names of reporting persons | Alinga Capital Fund LP |
| (2) Check the appropriate box if a member of a group | (a) |
| (see instructions) | (b) |
| (3) SEC use only | |
| (4) Citizenship or place of organization | DE |
| Number of shares beneficially owned by each reporting person with: | |
| (5) Sole voting power | 0 |
| (6) Shared voting power | 35,750 |
| (7) Sole dispositive power | 0 |
| (8) Shared dispositive power | 35,750 |
| (9) Aggregate amount beneficially owned by each reporting person | 35,750 |
| (10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | |
| (11) Percent of class represented by amount in Row (9) | 1.045% † |
| (12) Type of reporting person (see instructions) | PN |
† Based on a total of (i) 3,420,026 shares outstanding of the Issuer as December 11, 2019, as set forth in the Issuer’s most recent Form 10-K/A, filed December 18, 2019, plus (ii) 28,750 shares issuable upon conversion of the Fund Warrants, as described in Rule 13d-3(d)(1)(i) under the Exchange Act.
| CUSIP NO. 04301G102 | Page 4 of 9 Pages |
| CUSIP No. 04301G102 | |
| (1) Names of reporting persons | Paul Quilkey |
| (2) Check the appropriate box if a member of a group | (a) |
| (see instructions) | (b) |
| (3) SEC use only | |
| (4) Citizenship or place of organization | United States of America |
| Number of shares beneficially owned by each reporting person with: | |
| (5) Sole voting power | 42,188 |
| (6) Shared voting power | 35,750* |
| (7) Sole dispositive power | 42,188 |
| (8) Shared dispositive power | 35,750* |
| (9) Aggregate amount beneficially owned by each reporting person | 77,938 |
| (10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | |
| (11) Percent of class represented by amount in Row (9) | 2.279%† |
| (12) Type of reporting person (see instructions) | IN |
* Mr. Quilkey is the managing member of Alinga Capital LLC. As a result, Mr. Quilkey possesses the power to vote and dispose or direct the disposition of all the shares beneficially owned by Alinga Capital LLC as investment manager to the Fund. Mr. Quilkey disclaims beneficial ownership of any of the shares held by the Fund. In addition, Mr. Quilkey personally owns 18,750 shares and further owns warrants to purchase an additional 23,438 shares (the “Quilkey Warrants” and together with the Fund Warrants, the “Warrants”).
† Based on a total of (i) 3,420,026 shares outstanding of the Issuer as December 11, 2019, as set forth in the Issuer’s most recent Form 10-K/A, filed December 18, 2019, plus (ii) 52,188 shares issuable upon conversion of the Warrants, as described in Rule 13d-3(d)(1)(i) under the Exchange Act.
| CUSIP NO. 04301G102 | Page 5 of 9 Pages |
| Item 1(a). | Name of Issuer: |
| Artelo Biosciences, Inc. (the “Issuer”). | |
| Item 1(b). | Address of the Issuer's Principal Executive Offices: |
|
888 Prospect Street, Suite 210 La Jolla, CA 92037 | |
| Item 2(a). | Name of Person Filing |
|
The names of the person filing this statement on Schedule 13G (collectively, the “Reporting Persons”) are:
· Alinga Capital LLC · Alinga Capital Fund LP · Paul Quilkey | |
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
| 7460 Girard Avenue, Suite 3, La Jolla, California 92037 | |
| Item 2(c). | Citizenship: |
| Alinga Capital LLC is a Delaware limited liability company. Alinga Capital Fund LP is a Delaware limited partnership. Paul Quilkey is a citizen of the United States. | |
| Item 2(d). | Title of Class of Securities: |
| Common Stock (the “Shares”) | |
| Item 2(e). | CUSIP Number: |
| 04301G102 | |
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
|
(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| CUSIP NO. 04301G102 | Page 6 of 9 Pages |
|
(f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);Page 5 of 6 pages
(j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J)
| |
| Item 4. | Ownership: |
| Item 4(a). | Amount Beneficially Owned:
Aggregate of all Reporting Persons: 77,938 Alinga Capital LLC – 35,750 Alinga Capital Fund LP – 35,750 Paul Quilkey – 77,938* |
| Item 4(b). | Percent of Class:
Aggregate of all Reporting Persons: 2.279% Alinga Capital LLC – 1.045% Alinga Capital Fund LP – 1.045% Paul Quilkey – 2.279%* |
| Item 4(c). | Number of shares as to which such person has: |
| (i) | Sole power to vote or direct the vote: Alinga Capital LLC – 0 Alinga Capital Fund LP – 0 Paul Quilkey – 42,188 | |
| (ii) | Shared power to vote or to direct the vote: Alinga Capital LLC – 35,750 Alinga Capital Fund LP – 35,750 Paul Quilkey – 77,938 | |
| (iii) | Sole power to dispose or to direct the disposition of Alinga Capital LLC – 0 Alinga Capital Fund LP – 0 Paul Quilkey – 42,188 |
| CUSIP NO. 04301G102 | Page 7 of 9 Pages |
| (iv) |
Shared power to dispose or to direct the disposition
of |
*Mr. Quilkey is the managing member of Alinga Capital LLC. As a result, Mr. Quilkey possesses the power to vote and dispose or direct the disposition of all the shares beneficially owned by Alinga Capital LLC as investment manager to the Fund. Mr. Quilkey disclaims beneficial ownership of any of the shares held by the Fund.
| CUSIP NO. 04301G102 | Page 8 of 9 Pages |
| Item 5. | Ownership of Five Percent or Less of a Class: |
| This statement is being filed to report the fact that as of the date hereof each of the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
| This Item 6 is not applicable. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: |
| This Item 7 is not applicable. | |
| Item 8. | Identification and Classification of Members of the Group: |
| See Exhibit A. | |
| Item 9. | Notice of Dissolution of Group: |
| This Item 9 is not applicable. | |
| Item 10. | Certification: |
| By signing below the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: January 2, 2020 | ||
| ALINGA CAPITAL LLC | ||
| By: | /s/ Paul Quilkey | |
| Paul Quilkey | ||
| Managing Member | ||
| ALINGA CAPITAL FUND LP | ||
| By: | /s/ Paul Quilkey | |
| Paul Quilkey, Managing Member of Alinga Capital LLC, general partner to Alinga Capital Fund LP | ||
| /s/ Paul Quilkey | ||
| Paul Quilkey | ||
| CUSIP NO. 04301G102 | Page 9 of 9 Pages |
EXHIBIT A
Joint Filing Agreement
The Undersigned agree that the statements on Schedule 13G/A with respect to the common stock of Artelo Biosciences Inc. dated as of January 2, 2020, is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
| Date: | January 2, 2020 | |
| Signature: | /s/ Paul Quilkey | |
| Name: | Paul Quilkey | |
| ALINGA CAPITAL FUND LP | ||
| By: | /s/ Paul Quilkey | |
| Name: | Paul Quilkey | |
| Title: | Managing Member of Alinga Capital LLC, general partner to Alinga Capital Fund LP | |
| ALINGA CAPITAL LLC | ||
| By: | /s/ Paul Quilkey | |
| Name: | Paul Quilkey | |
| Title: | Managing Member | |