SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Artelo Biosciences, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
04301G201
(CUSIP Number)
October 14, 2020
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
(Page 1 of 10 Pages)
______________________________
*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 in 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).
| CUSIP No. 04301G201 | 13G | Page 2 of 10 Pages |
| 1 | NAMES OF REPORTING PERSONS Iroquois Capital Management L.L.C. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
|
| 6 | SHARED VOTING POWER 920,000 shares of Common Stock
| |
| 7 | SOLE DISPOSITIVE POWER
| |
| 8 | SHARED DISPOSITIVE POWER 920,000 shares of Common Stock
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 920,000 shares of Common Stock
| |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.67% (See Item 4)* | |
| 12 | TYPE OF REPORTING PERSON OO | |
| CUSIP No. 04301G201 | 13G | Page 3 of 10 Pages |
| 1 |
NAMES OF REPORTING PERSONS Richard Abbe | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
|
| 6 |
SHARED VOTING POWER 920,000 shares of Common Stock
| |
| 7 |
SOLE DISPOSITIVE POWER
| |
| 8 |
SHARED DISPOSITIVE POWER 920,000 shares of Common Stock
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 920,000 shares of Common Stock
| |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.67% (See Item 4)* | |
| 12 | TYPE OF REPORTING PERSON IN; HC | |
| CUSIP No. 04301G201 | 13G | Page 4 of 10 Pages |
| 1 |
NAMES OF REPORTING PERSONS Kimberly Page | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
|
| 6 |
SHARED VOTING POWER 920,000 shares of Common Stock
| |
| 7 |
SOLE DISPOSITIVE POWER
| |
| 8 |
SHARED DISPOSITIVE POWER 920,000 shares of Common Stock
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 920,000 shares of Common Stock
| |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.67% (See Item 4)* | |
| 12 |
TYPE OF REPORTING PERSON IN | |
| CUSIP No. 04301G201 | 13G | Page 5 of 10 Pages |
| Item 1(a). | NAME OF ISSUER: |
| The name of the issuer is Artelo Biosciences, Inc. (the “Company”). | |
| Item 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
| The Company’s principal executive offices are located at 888 Prospect Street, Suite 210, La Jolla, CA 92037. | |
| Item 2(a). | NAME OF PERSON FILING: |
|
This statement is filed by the entities and persons listed below, who are collectively referred to herein as “Reporting Persons,” with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company:
This Schedule 13G is being filed on behalf of (i) Iroquois Capital Management L.L.C., a Delaware limited liability company (“Iroquois”), (ii) Richard Abbe, an individual who is a citizen of the United States of America and (iii) Kimberly Page, an individual who is a citizen of the United States of America (“Mr. Abbe” and “Ms. Page,” together with Iroquois, the “Reporting Persons”).
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
| |
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
| The address of the business office of each of the Reporting Persons is: | |
| 125 Park Avenue, 25th Floor, New York, NY 10017 | |
| Item 2(c). | CITIZENSHIP: |
| Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. | ||
| Item 2(d). | TITLE OF CLASS OF SECURITIES: | |
| Common Stock, $0.001 par value (the “Common Stock”) | ||
| Item 2(e). | CUSIP NUMBER: |
| 04301G201 |
| CUSIP No. 04301G201 | 13G | Page 6 of 10 Pages |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | o | Broker or dealer registered under Section 15 of the Act, | |
| (b) | o | Bank as defined in Section 3(a)(6) of the Act, | |
| (c) | o | Insurance Company as defined in Section 3(a)(19) of the Act, | |
| (d) | o | Investment Company registered under Section 8 of the Investment Company Act of 1940, | |
| (e) | o | Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940, | |
| (f) | o | Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F), | |
| (g) | o | Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G), | |
| (h) | o | Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act, | |
| (i) | o | Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940, | |
| (j) | o | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
|
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________________ |
| Item 4. | OWNERSHIP. |
|
The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 13,791,587 shares of Common Stock issued and outstanding as of October 9, 2020, as represented in the Company’s Prospectus Supplement on Form 424(b)(4) with the Securities and Exchange Commission on October 13, 2020 and assumes the completion of the offering described therein. The amounts do not include shares issuable upon exercise of warrants held by the Reporting Persons which warrants do not become exercisable until the date that the Company effects an increase in its authorized shares of common stock or a reverse split, in either case in an amount sufficient to permit the exercise in full of the warrants. |
| CUSIP No. 04301G201 | 13G | Page 7 of 10 Pages |
| As of the date of the event which requires filing of this statement, Iroquois Master Fund Ltd. (“Iroquois Master Fund”) held 920,000 shares of Common Stock. Mr. Abbe shares authority and responsibility for the investments made on behalf of Iroquois Master Fund with Ms. Kimberly Page, each of whom is a director of the Iroquois Master Fund. As such, Mr. Abbe and Ms. Page may each be deemed to be the beneficial owner of all shares of Common Stock held by Iroquois Master Fund. Iroquois Capital is the investment advisor for Iroquois Master Fund and Mr. Abbe is the President of Iroquois Capital. As such, Mr. Abbe may be deemed to be the beneficial owner of all shares of Common Stock held by Iroquois Master Fund. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such shares of Common Stock except to the extent of their pecuniary interest therein. | |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
| Not applicable. | |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
| See Item 2(a) above. | |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
| Not applicable. | |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
| Not applicable. | |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP. |
| Not applicable. | |
| Item 10. | CERTIFICATION. |
| Each of the Reporting Persons hereby makes the following certification: | |
| By signing below each Reporting Person certifies that, to the best of its 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 that purpose or effect. |
| CUSIP No. 04301G201 | 13G | Page 8 of 10 Pages |
SIGNATURES
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.
Date: October 19, 2020
| IROQUOIS CAPITAL MANAGEMENT L.L.C. | |||
| By: | /s/ Richard Abbe | ||
| Richard Abbe, President | |||
| /s/ Richard Abbe | |||
| Richard Abbe | |||
| /s/ Kimberly Page | |||
| Kimberly Page | |||
EXHIBIT INDEX
| Exhibit 1 | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
Exhibit 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
Date: October 19, 2020
| IROQUOIS CAPITAL MANAGEMENT L.L.C. | |||
| By: | /s/ Richard Abbe | ||
| Richard Abbe, President | |||
| /s/ Richard Abbe | |||
| Richard Abbe | |||
| /s/ Kimberly Page | |||
| Kimberly Page | |||