Artelo Biosciences (ARTL) Proxy filing summary

Executive summary

• The annual meeting is scheduled for July 17, 2026, to be held virtually, with registration required by July 16, 2026.

• Stockholders will vote on three main proposals: election of directors, amendment to increase authorized shares, and approval of a significant equity issuance.

• A supplementary proxy was issued to add Proposal 3, concerning the issuance of more than 20% of outstanding common stock under an equity purchase agreement.

• Voting can be conducted online, by phone, mail, or during the virtual meeting, with new proxy cards required for all three proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class III directors to serve until the 2029 annual meeting.

• Proposal 2: Approve an amendment to increase authorized common stock from 166,666,667 to 500,000,000 shares.

• Proposal 3: Approve, for Nasdaq compliance, the issuance of more than 20% of outstanding common stock under the Equity Purchase Agreement with Square Gate Capital Master Fund, LLC – Series 5.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board fixed May 22, 2026, as the record date for voting eligibility.

• Nominees for Class III directors are Gregory R. Reyes, M.D., Ph.D., Tamara A. Favorito, and Gregory D. Gorgas.