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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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ARTELO BIOSCIENCES, INC. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
04301G607 (CUSIP Number) |
RYAN NEBEL OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/01/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 04301G607 |
| 1 |
Name of reporting person
Farb Daniel Stuart | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
153,003.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
7.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value per share |
| (b) | Name of Issuer:
ARTELO BIOSCIENCES, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
505 LOMAS SANTA FE, SUITE 160, SOLANA BEACH,
CALIFORNIA
, 92075. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated to read as follows:
The securities of the Company purchased by the Reporting Person were purchased with personal funds.
The aggregate purchase price of the 153,003 Shares owned directly by the Reporting Person is approximately $850,036, excluding brokerage commissions. The Reporting Person also owns 11,299 of the $10 Warrants (as defined below), which were acquired pursuant to the June 2025 SPA (as defined in the initial Schedule 13D). | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by the Reporting Person is based upon a denominator that is the sum of: (i) 1,555,493 Shares outstanding as of September 16, 2025, as disclosed in the Issuer's Corporate Presentation issued on September 17, 2025 that is available on the Issuer's website, and (ii) 441,210 Shares issued pursuant to the Issuer's underwritten offering on October 1, 2025, as disclosed in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2025.
As of the date hereof, the Reporting Person directly beneficially owns 153,003 Shares, constituting approximately 7.7% of the Shares outstanding.
In addition, as of the date hereof, the Reporting Person owns 11,299 warrants referencing 11,299 Shares, which have an exercise price of $10.00 per Share and expire in June 2030 (the "$10 Warrants"). The $10 Warrants are exercisable immediately, subject to the Beneficial Ownership Limitation (as defined below). A holder of the $10 Warrants may not exercise any such $10 Warrants to the extent that such exercise would result in the number of Shares beneficially owned by such holder and his or its affiliates exceeding 4.99% of the total number of Shares outstanding immediately after giving effect to the exercise, except that upon at least 61 days' prior notice from the holder to the Issuer, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of Shares outstanding immediately after giving effect to the exercise (the "Beneficial Ownership Limitation"). The Reporting Person's Beneficial Ownership Limitation is currently set at 4.99% and, accordingly, the Reporting Person cannot exercise the $10 Warrants and does not beneficially own any of the Shares underlying the $10 Warrants. |
| (c) | Item 5(c) is hereby amended and restated to read as follows:
Subsequent to the filing of the Schedule 13D on September 19, 2025, the Issuer delivered the remaining 3 Shares underlying the $5.82 Warrants previously defined and described in the initial Schedule 13D. Other than as set forth herein, there have been no transactions in the securities of the Issuer by the Reporting Person since the filing of the initial Schedule 13D. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended to add the following:
The disclosure set forth in Item 5(c) above is incorporated herein by refence. Following the delivery of the 3 Shares underlying the $5.82 Warrants, the Reporting Person no longer holds any of the $5.82 Warrants. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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