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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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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) |
10/20/2025 (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
16,399.00 | ||||||||
| 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)
0.8 % | ||||||||
| 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 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, (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, and (iii) 11,299 Shares underlying the $10 Warrants (as defined below) held by the Reporting Person.
As of the date hereof, the Reporting Person directly beneficially owns 16,399 Shares, including 11,299 Shares underlying the $10 Warrants, as further described below, constituting approximately 0.8% of the Shares outstanding.
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%. As of the date hereof, the Beneficial Ownership Limitation does not limit the exercise of any of the 11,299 $10 Warrants owned by the Reporting Person and the Reporting Person may be deemed to beneficially own the 11,299 Shares underlying the 11,299 $10 Warrants. |
| (c) | Item 5(c) is hereby amended and restated to read as follows:
The transaction in the securities of the Issuer by the Reporting Person since the filing of the Amendment No. 2 to the Schedule 13D are set forth in Exhibit 1 and incorporated herein by reference. |
| (e) | Item 5(e) is hereby amended and restated to read as follows:
As of October 20, 2025, the Reporting Person ceased to beneficially own more than 5% of the outstanding Shares. |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
1 - Transactions in Securities |
| 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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