Artelo Biosciences (ARTL) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on July 17, 2026, to address key proposals impacting the company's governance and capital structure.

• Stockholders are asked to vote on three proposals, including the election of directors, an amendment to increase authorized shares, and approval for a significant equity issuance.

• A supplementary proxy was issued to add Proposal 3, which seeks approval for issuing more than 20% of outstanding common stock under an equity purchase agreement.

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 an equity purchase agreement with Square Gate Capital Master Fund, LLC – Series 5.

• Stockholders must submit a new proxy card to vote on all three proposals; prior proxies do not include Proposal 3.

Board of directors and corporate governance

• The board recommends voting in favor of all proposals, emphasizing the importance of Proposal 3 for future financing flexibility.

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