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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 1, 2025

(858) 925-7049

(Company’s telephone number, including area code)

_________________________________________________________________________ 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the Company is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On August 1, 2025 (the “Effective Date”), Artelo Biosciences, Inc. (the “Company”) entered into a Consulting Agreement (the “Consulting Agreement”) with ABK Labs, Inc., a Delaware corporation (“ABK Labs”). Pursuant to the Consulting Agreement, ABK Labs will provide strategic advisory services to the Company related to the development, implementation, and communication of the Company’s digital asset strategy, as well as business development, financial and technical advisory, investor relations, and other related support services. The term of the Consulting Agreement is four years from the Effective Date, with automatic renewal for additional 12-month periods unless terminated by either party upon 30 days’ prior written notice.

As consideration for the services to be provided under the Consulting Agreement, the Company has agreed, subject to approval by the Company’s board of directors, to issue to ABK Labs warrants (the “ABK Labs Warrants”) to purchase up to 55,000 shares of the Company’s common stock, par value $0.001 per share, at an exercise price of $10.20 per share.

The ABK Labs Warrants will vest and become exercisable in tranches, subject to ABK Labs’ continued service and the achievement of certain performance milestones, including the Company’s market capitalization reaching specified thresholds. The ABK Labs Warrants provide for acceleration of vesting upon the achievement of certain milestones or in connection with certain termination or change in control events, as described in the ABK Labs Warrants. Any unvested portion of the ABK Labs Warrants will be forfeited upon termination of service, subject to certain exceptions. The ABK Labs Warrants are exercisable for cash or on a cashless basis, and are subject to adjustment in the event of stock splits, combinations, mergers, or similar events. The ABK Labs Warrants and the shares issuable upon exercise thereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act’), and may not be transferred or exercised except pursuant to an effective registration statement or an available exemption from registration. The ABK Labs Warrants will be issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act and in reliance on similar exemptions under applicable state laws.

The Consulting Agreement contains customary confidentiality, indemnification, and termination provisions. ABK Labs will serve as an independent contractor.

The foregoing descriptions of the ABK Labs Warrants and the Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The securities described herein have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock or other securities of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

* Portions of this exhibit have been omitted pursuant to Item 601 of Regulation S-K. 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.