ARTELO BIOSCIENCES, INC.

Previous wording

Except as otherwise indicated by the context, references in this Quarterly Report on Form 10-Q to “we”, “us”, “our” and the “Company” refer to Artelo Biosciences, Inc., a Nevada corporation, including its wholly-owned subsidiaries, Trinity Reliant Ventures Limited, in Ireland, Artelo Biosciences Limited, in England and Wales, and Artelo Biosciences Corporation, in Canada, and to “common stock” refer to the Company’s common stock, $0.001 par value per share. Unless otherwise noted, all amounts are expressed in United States dollars (“USD”).

Current wording

Except as otherwise indicated by the context, references in this Quarterly Report on Form 10-Q to “we”, “us”, “our” and the “Company” refer to Artelo Biosciences, Inc., a Nevada corporation, including its wholly-owned subsidiaries, Trinity Reliant Ventures Limited, in Ireland, Artelo Biosciences Limited, in the United Kingdom, and Artelo Biosciences Corporation, in Canada, and to “common stock” refer to the Company’s common stock, $0.001 par value per share. Unless otherwise noted, all amounts are expressed in United States dollars (“USD”).

Previous wording

Unless otherwise noted, the share and per share information in this Quarterly Report on Form 10-Q have been adjusted to give effect to the one-for-three (1-for-3) reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding common stock, which became effective as of 12:01 a.m. Eastern Time on March 10, 2026 (March 9, 2026, at 9:01 p.m. Pacific Time) (the “Effective Time”).

Current wording

Unless otherwise noted, the share and per share information in this Quarterly Report on Form 10-Q have been adjusted to give effect to (i) the one-for-three (1-for-3) reverse stock split (the “First Reverse Stock Split”) of the Company’s issued and outstanding common stock, which became effective as of 12:01 a.m. Eastern Time on March 10, 2026 (March 9, 2026, at 9:01 p.m. Pacific Time), and (ii) the one-for-nine (1-for-9) reverse stock split (the “Second Reverse Split” and together with the First Reverse Stock Split, the “Reverse Stock Splits”) of the Company’s issued and outstanding common stock, which became effective as of 5:00 p.m. Eastern Time on August 28, 2026 (2:00 p.m. Pacific Time).

Previous wording

We incorporated in the State of Nevada on May 2, 2011, and are presently based in the County of San Diego, California. We are a clinical stage biopharmaceutical company focused on the development and commercialization of therapeutics that target lipid-signaling modulation pathways, including the endocannabinoid system (the “ECS”), a network of receptors and neurotransmitters that form a biochemical communication system throughout the body.

Current wording

We incorporated in the State of Nevada on May 2, 2011, and are presently based in Solana Beach, California. We are a clinical stage biopharmaceutical company focused on the development and commercialization of therapeutics that target lipid-signaling modulation pathways, including the endocannabinoid system (the “ECS”), a network of receptors and neurotransmitters that form a biochemical communication system throughout the body.

Previous wording

We are currently developing a novel, benzimidazole dual cannabinoid (CB) agonist that targets both the CB1 and CB2 peripheral receptors. This synthetic small molecule program is a G protein-coupled receptor (“GPCR”) designated ART27.13 and was initially developed by AstraZeneca plc. We are developing ART27.13 as a potential treatment for cancer-related anorexia and it is currently in a Phase 1b/2a trial, titled the Cancer Appetite Recovery Study (“CAReS”). In an interim analysis of the on-going Phase 2a CAReS trial, patients with cancer anorexia receiving ART27.13 demonstrated a mean weight gain of over 6% compared to a 5% loss in the placebo group, while maintaining a safety profile similar to the Phase 1b despite doses up to twice the previous maximum. Currently there is no FDA approved treatment for cancer anorexia cachexia syndrome.

Current wording

We are currently developing a novel, benzimidazole dual cannabinoid (CB) agonist that targets both the CB1 and CB2 peripheral receptors. This synthetic small molecule program is a G protein-coupled receptor (“GPCR”) designated ART27.13 and was initially developed by AstraZeneca plc. We are developing ART27.13 as a potential treatment for cancer-related anorexia and it is currently in a Phase 1b/2a trial, titled the Cancer Appetite Recovery Study (“CAReS”). In an interim analysis of the on-going Phase 2a CAReS trial, patients with cancer anorexia receiving ART27.13 demonstrated a mean weight gain of over 6% compared to a 5% loss in the placebo group, while maintaining a safety profile similar to the Phase 1b despite doses up to twice the previous maximum. Currently there is no FDA approved treatment for cancer anorexia cachexia syndrome. ART27.13 is also being dosed in an investigator-led Phase 2 study in the United Kingdom which will evaluate the effects of ART27.13 in patients with glaucoma or ocular hypertension.

Previous wording

We classify our operating expenses into research and development, and general and administrative expenses. Research and development expense consists of expenses incurred while performing research and development activities to discover and develop our product candidates. This includes conducting preclinical studies and clinical trials, development efforts and activities related to regulatory filings for product candidates. We recognize research and development expenses as they are incurred. Our research and development expense primarily consists of costs incurred in research and development partnerships, preliminary studies, development of potential intellectual property, and research initiatives. General and administrative expense consists of professional fees, stock-based compensation, executive and director compensation and other administrative costs.

Current wording

We classify our operating expenses into research and development, and general and administrative expenses. Research and development expenses consist of expenses incurred while performing research and development activities to discover and develop our product candidates. This includes conducting preclinical studies and clinical trials, development efforts and activities related to regulatory filings for product candidates. We recognize research and development expenses as they are incurred. Our research and development expenses primarily consist of costs incurred in research and development partnerships, preliminary studies, development of potential intellectual property, and research initiatives. General and administrative expenses consist of professional fees, stock-based compensation, executive and director compensation and other administrative costs.

Previous wording

Our operating expenses for the three months ended June 30, 2026, were $2.5 million compared to $3.2 million for the same period in 2025. The decrease in operating expenses for the three months ended June 30, 2026, was primarily the result of $1.0 million in lower research and development expenditures, related primarily to CAReS trial.

Current wording

Our operating expenses for the three months ended September 30, 2026, were $1.8 million compared to $3.1 million for the same period in 2025. The decrease in operating expenses for the three months ended September 30, 2026, was primarily attributable to a $0.7 million decrease in professional fees, primarily general and administrative, a $0.3 million decrease in other research and development expenses, and a $0.3 million decrease in stock-based compensation, partially offset by a less than $0.1 million increase in employee and director compensation.

Previous wording

Six months ended June 30, 2026, compared to the six months ended June 30, 2025

Current wording

Nine months ended September 30, 2026, compared to the nine months ended September 30, 2025

Previous wording

Since our inception, we have not generated any revenue from product sales and have incurred significant operating losses and negative cash flows from our operations. Our net loss was $5.4 million for the six months ended June 30, 2026. As of June 30, 2026, we had cash, cash equivalents and investments of $4.2 million.

Current wording

Since our inception, we have not generated any revenue from product sales and have incurred significant operating losses and negative cash flows from our operations. Our net loss was $7.2 million for the nine months ended September 30, 2026. As of September 30, 2026, we had cash and cash equivalents of $4.4 million.

Previous wording

On January 30, 2026, we entered into an equity purchase agreement with an investment fund (“Fund”), pursuant to which we have the right, but not the obligation, to direct the Fund to purchase up to $25.0 million in shares of common stock (the “Initial Commitment Amount”), which at our sole discretion can be increased by an additional $25.0 million once the Initial Commitment Amount has been exhausted, subject to the terms and conditions contained in the equity purchase agreement (the “Equity Line”). As consideration, we issued 35,342 shares of common stock to the Fund and pre-funded warrants to purchase up to 62,124 shares of Common Stock at an exercise price of $0.001 per share. We filed a registration statement with the SEC on March 24, 2026, to register under the Securities Act of 1933, as amended (the “Securities Act”), the offer and resale by the Fund of up to 4,273,519 shares of common stock, which was declared effective by the SEC on March 30, 2026. As of August 11, 2026, we have issued 20,000 shares of common stock in accordance with the Equity Line, in addition to the shares or pre-funded warrants we issued to the Fund as consideration.

Current wording

On January 30, 2026, we entered into an equity purchase agreement with an investment fund (“Fund”), pursuant to which we have the right, but not the obligation, to direct the Fund to purchase up to $25.0 million in shares of common stock (the “Initial Commitment Amount”), which at our sole discretion can be increased by an additional $25.0 million once the Initial Commitment Amount has been exhausted, subject to the terms and conditions contained in the equity purchase agreement (the “Equity Line”). As consideration, we issued 3,927 shares of common stock to the Fund and pre-funded warrants to purchase up to 6,900 shares of Common Stock at an exercise price of $0.027 per share. We filed a registration statement with the SEC on March 24, 2026, to register under the Securities Act of 1933, as amended (the “Securities Act”), the offer and resale by the Fund of up to 474,836 shares of common stock, which was declared effective by the SEC on March 30, 2026. As of September 30, 2026, we have issued 2,223 shares of common stock in accordance with the Equity Line for net proceeds of $14 thousand, in addition to the shares or pre-funded warrants we issued to the Fund as consideration.

Previous wording

On March 27, 2026, we entered into a securities purchase agreement with Intracoastal Capital LLC (“Intracoastal”) and Armistice Capital Master Fund Ltd. (“Master Fund”), pursuant to which we agreed to issue and sell, in a private placement offering: (i) 81,000 shares of common stock, (ii) pre-funded warrants to purchase 3,107,407 shares of common stock at an exercise price of $0.001 per share, and (iii) common warrants to purchase 6,376,814 shares of common stock at an exercise price of $3.20 per share. Each share of common stock or pre-funded warrant was issued and sold along with two common warrants. The combined purchase price for the securities was (i) $3.45 per share of common stock and two common warrants, and (ii) $3.449 per pre-funded warrant and two common warrants. The investment bank that acted as exclusive placement agent in connection with the offering and received a cash fee equal to 8.0% of the aggregate gross proceeds and reimbursement of certain expenses. Upon the exercise for cash of the warrants, we will pay the investment bank a cash fee of 8.0% of the aggregate gross exercise price paid in cash with respect thereto. In addition, we issued to the investment bank’s designees placement agent warrants to purchase up to 255,073 shares of common stock at an exercise price of $4.3125 per share, which have substantially the same terms as the common warrants, other than the exercise price. The gross proceeds from the offering, before deducting the investment bank’s fees and other offering expenses payable by us, were $10,996,902.70 (or up to approximately $31.4 million in gross proceeds if the warrants are fully exercised for cash). We filed a registration statement with the SEC on April 7, 2026, to register under the Securities Act the offer and resale by Intracoastal, Master Fund, and investment bank’s designees of up to 9,820,294 shares of common stock, which was declared effective by the SEC on April 15, 2026.

Current wording

On March 27, 2026, we entered into a securities purchase agreement with Intracoastal Capital LLC (“Intracoastal”) and Armistice Capital Master Fund Ltd. (“Master Fund”), pursuant to which we agreed to issue and sell, in a private placement offering: (i) 9,000 shares of common stock, (ii) pre-funded warrants to purchase 345,268 shares of common stock at an exercise price of $0.009 per share, and (iii) common warrants to purchase 708,536 shares of common stock at an exercise price of $28.80 per share. Each share of common stock or pre-funded warrant was issued and sold along with two common warrants. The combined purchase price for the securities was (i) $31.05 per share of common stock and two common warrants, and (ii) $31.041 per pre-funded warrant and two common warrants. The investment bank that acted as exclusive placement agent in connection with the offering and received a cash fee equal to 8.0% of the aggregate gross proceeds and reimbursement of certain expenses. Upon the exercise for cash of the warrants, we will pay the investment bank a cash fee of 8.0% of the aggregate gross exercise price paid in cash with respect thereto. In addition, we issued to the investment bank’s designees placement agent warrants to purchase up to 28,344 shares of common stock at an exercise price of $38.8125 per share, which have substantially the same terms as the common warrants, other than the exercise price. The gross proceeds from the offering, before deducting the investment bank’s fees and other offering expenses payable by us, were $10,996,902.70 (or up to approximately $31.4 million in gross proceeds if the warrants are fully exercised for cash). We filed a registration statement with the SEC on April 7, 2026, to register under the Securities Act the offer and resale by Intracoastal, Master Fund, and investment bank’s designees of up to 1,091,144 shares of common stock, which was declared effective by the SEC on April 15, 2026.

Previous wording

On May 26, 2026, we entered into an At The Market Offering Agreement (the “ATM Sales Agreement”) with an investment bank to create an at-the-market equity program (the “ATM”) under which we may offer and sell up to an aggregate of $6.53 million shares of our common stock from time to time through the investment bank as the sales agent, subject to any applicable limits. Under the ATM Sales Agreement, we will set the parameters for the sale of shares, including the number or dollar amount of shares to be issued, the time period during which sales are requested to be made, limitations on the number or dollar amount of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the ATM Sales Agreement, the investment bank may sell the shares by methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act. We have no obligation to sell any shares under the ATM Sales Agreement and may at any time suspend solicitation and offers under the ATM Sales Agreement. The shares will be issued pursuant to our shelf registration statement on Form S-3, including the prospectus supplement contained therein, which was declared effective by the SEC on May 19, 2026. As of June 30, 2026, 142,860 shares of common stock have been sold under the ATM for net proceeds of $0.2 million.

Current wording

On May 26, 2026, we entered into an At The Market Offering Agreement (the “ATM Sales Agreement”) with an investment bank to create an at-the-market equity program (the “ATM”) under which we may offer and sell up to an aggregate of $6.53 million of shares of our common stock from time to time through the investment bank as the sales agent, subject to any applicable limits. Under the ATM Sales Agreement, we will set the parameters for the sale of shares, including the number or dollar amount of shares to be issued, the time period during which sales are requested to be made, limitations on the number or dollar amount of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the ATM Sales Agreement, the investment bank may sell the shares by methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act. We have no obligation to sell any shares under the ATM Sales Agreement and may at any time suspend solicitation and offers under the ATM Sales Agreement. The shares will be issued pursuant to our shelf registration statement on Form S-3, including the prospectus supplement contained therein, which was declared effective by the SEC on May 19, 2026. As of September 30, 2026, 432,062 shares of common stock have been sold under the ATM for net proceeds of $3.0 million.

Previous wording

To continue operations, we will be required to raise additional funds by completing additional equity or debt offerings or licensing our product candidates. There can be no assurance that we will be successful in acquiring additional funding, that our projections of our future working capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years. These conditions raise substantial doubt about our ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The accompanying consolidated financial statements do not include any adjustments to reflect the future effects on the recoverability and classification of assets or the amounts and classification of liabilities if we are unable to continue as a going concern.

Current wording

To continue operations, we will be required to raise additional funds by completing additional equity or debt offerings or licensing our product candidates. There can be no assurance that we will be successful in acquiring additional funding, that our projections of our future working capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years. These conditions raise substantial doubt about our ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. The accompanying condensed consolidated financial statements do not include any adjustments to reflect the future effects on the recoverability and classification of assets or the amounts and classification of liabilities if we are unable to continue as a going concern.

Previous wording

Our total current assets as of June 30, 2026, were $4.4 million as compared to total current assets of $0.7 million as of December 31, 2025. The increase in current assets was primarily due to the financing completed during the six-month period.

Current wording

Our total current assets as of September 30, 2026, were $4.6 million as compared to total current assets of $0.7 million as of December 31, 2025. The increase in current assets was primarily due to the financings completed during the nine-month period.

Previous wording

Our total current liabilities as of June 30, 2026, were $1.5 million as compared to total current liabilities of $4.0 million as of December 31, 2025. The decrease in current liabilities was primarily due to the use of proceeds from the financing completed on March 27, 2026, being utilized for the extinguishment of all outstanding debt arrangements and payments made towards the Company’s accounts payable and accrued liabilities, of which payment had been postponed due to the Company cash preservation efforts.

Current wording

Our total current liabilities as of September 30, 2026, were $0.4 million as compared to total current liabilities of $4.0 million as of December 31, 2025. The decrease in current liabilities was primarily due to the use of proceeds from the financing completed on March 27, 2026, being utilized for the extinguishment of all outstanding debt arrangements and payments made towards the Company’s accounts payable and accrued liabilities, of which payment had been postponed due to the Company cash preservation efforts.

Previous wording

During the six months ended June 30, 2026, cash used in operating activities was $6.2 million compared to $2.1 million during the six months ended June 30, 2025. Cash used in operating activities during the six months ended June 30, 2026, was attributed to a net loss of $5.4 million, offset by non-cash losses of $1.0 million associated with stock-based compensation, net change in fair value of derivative liability, non-cash lease expenses, and amortization of debt discounts as well as working capital adjustments for accounts payable and accrued liabilities (including related parties) of $2.0 million. Cash used in operating activities of $2.1 million during the six months ended June 30, 2025, was attributed primarily to a net loss of $5.6 million offset by increases in accounts payable and accrued expenses of liabilities of $3.0 million and non-cash stock-based compensation of $0.3 million.

Current wording

During the nine months ended September 30, 2026, cash used in operating activities was $8.8 million compared to $5.6 million during the nine months ended September 30, 2025. Cash used in operating activities during the nine months ended September 30, 2026, was attributed to a net loss of $7.2 million, partially offset by $1.4 million in non-cash expenses and losses associated with stock-based compensation, changes in the fair value of derivative liabilities, non-cash lease expenses, and amortization of debt discounts, and increased by $3.0 million in payments of accounts payable and accrued liabilities, including related-party balances. Cash used in operating activities during the nine months ended September 30, 2025, was attributed primarily to a net loss of $8.7 million offset by decreases in operating assets and increases in liabilities of $2.2 million and non-cash stock-based compensation of $0.8 million.

Previous wording

We did not have cash flows from investing activities during the six months ended June 30, 2026 and 2025.

Current wording

We did not have cash flows from investing activities during the nine months ended September 30, 2026. During the nine months ended September 30, 2025, cash used in investing activities of $0.3 million related to the purchase of digital assets.

Previous wording

During the six months ended June 30, 2026, cash flows provided by financing activities was $9.8 million compared to $1.8 million during the six months ended June 30, 2025. During the six months ended June 30, 2026, cash flows provided by financing activities were the result of the net proceeds from the issuance of common shares of $10.2 million, net proceeds from the issuance of convertible notes of $0.6 million and proceeds from the exercise of warrants of $0.2 million, offset by $1.2 million in repayments to holders of convertible notes. During the six months ended June 30, 2025, cash flows provided by financing activities were the result of the net proceeds from the issuance of common shares of $1.1 million and net proceeds from the issuance of convertible notes of $0.7 million.

Current wording

During the nine months ended September 30, 2026, cash flows provided by financing activities was $12.7 million compared to $5.3 million during the nine months ended September 30, 2025. During the nine months ended September 30, 2026, cash flows provided by financing activities were the result of the net proceeds from the issuance of common shares of $13.1 million, net proceeds from the issuance of convertible notes of $0.6 million, proceeds from the exercise of warrants of $0.2 million, offset by $1.2 million in repayments to holders of convertible notes. During the nine months ended September 30, 2025, cash flows provided by financing activities were the result of the net proceeds from the issuance of common shares of $4.4 million, net proceeds from the issuance of convertible notes of $0.7 million, and proceeds from the exercise of warrants of $0.1 million.

Previous wording

There were no new accounting standards adopted during the six months ended June 30, 2026.

Current wording

There were no new accounting standards adopted during the nine months ended September 30, 2026.