Sec Form 4 Filing - Gorgas Gregory D. @ ARTELO BIOSCIENCES, INC. - 2024-02-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Gorgas Gregory D. 2. Issuer Name and Ticker or Trading Symbol ARTELO BIOSCIENCES, INC. [ ARTL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Pres, CEO, CFO, Treas & Sec (Last) (First) (Middle) 505 LOMAS SANTA FE, SUITE 160 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2024 (Street) SOLANA BEACH, CA92075 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 29.85 ( 1 ) 02/28/2024 D 5,000 08/29/2023 08/29/2029 Common Stock 5,000 ( 1 ) ( 2 ) 0 D Stock Option (right to buy) $ 39.9 ( 3 ) 02/28/2024 D 55,634 02/12/2023 02/12/2031 Common Stock 55,634 ( 3 ) ( 2 ) 0 D Stock Option (right to buy) $ 22.8 ( 4 ) 02/28/2024 D 38,340 ( 5 ) 03/05/2031 Common Stock 38,340 ( 4 ) ( 2 ) 0 D Stock Option (right to buy) $ 9.45 ( 6 ) 02/28/2024 D 90,334 ( 7 ) 12/03/2031 Common Stock 90,334 ( 6 ) ( 2 ) 0 D Stock Option (right to buy) $ 3.15 02/28/2024 D 85,000 ( 8 ) 02/01/2033 Common Stock 85,000 ( 2 ) 0 D Stock Option (right to buy) $ 1.55 02/28/2024 A 5,000 ( 9 ) 08/29/2029 Common Stock 5,000 ( 2 ) 5,000 D Stock Option (right to buy) $ 1.55 02/28/2024 A 55,634 ( 9 ) 02/12/2031 Common Stock 55,634 ( 2 ) 55,634 D Stock Option (right to buy) $ 1.55 02/28/2024 A 38,340 ( 9 ) 03/05/2031 Common Stock 38,340 ( 2 ) 38,340 D Stock Option (right to buy) $ 1.55 02/28/2024 A 90,334 ( 9 ) 12/03/2031 Common Stock 90,334 ( 2 ) 90,334 D Stock Option (right to buy) $ 1.55 02/28/2024 A 85,000 ( 9 ) 02/01/2033 Common Stock 85,000 ( 2 ) 85,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gorgas Gregory D. 505 LOMAS SANTA FE, SUITE 160 SOLANA BEACH, CA92075 X Pres, CEO, CFO, Treas & Sec Signatures /s/ Gregory D. Gorgas 03/01/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This option was granted on August 29, 2019 and was previously reported as covering 75,000 shares at an exercise price of $1.99 per share, but was adjusted to reflect a 1-for-15 reverse stock split that occurred on August 10, 2022. ( 2 )The Reporting Person agreed to certain amendments of their outstanding stock option pursuant to the terms of a repricing and revesting offer approved by the Issuer's Compensation Committee of the Board of Directors (the "Offer") relating to a one-time offer by the Issuer to reprice and adjust the vesting of certain Eligible Options (as defined in the Offer). ( 3 )This option was granted on February 12, 2021 and was previously reported as covering 834,500 shares at an exercise price of $2.66 per share, but was adjusted to reflect a 1-for-15 reverse stock split that occurred on August 10, 2022. ( 4 )This option was granted on March 5, 2021 and was previously reported as covering 575,100 shares at an exercise price of $1.52 per share, but was adjusted to reflect a 1-for-15 reverse stock split that occurred on August 10, 2022. ( 5 )Subject to the Reporting Person continuing to be a Service Provider (as such term is defined in the Issuer's 2018 Equity Incentive Plan (the "Plan")) through each such applicable vesting date, twenty five percent (25%) of the shares subject to the option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one forty-eighth (1/48th) of the shares subject to the option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), such that the option shall be fully vested on the four (4) year anniversary of the Vesting Commencement Date. "Vesting Commencement Date" shall mean March 5, 2021. ( 6 )This option was granted on December 3, 2021 and was previously reported as covering 1,355,000 shares at an exercise price of $0.63 per share, but was adjusted to reflect a 1-for-15 reverse stock split that occurred on August 10, 2022. ( 7 )Subject to the Reporting Person continuing to be a Service Provider (as such term is defined in the Issuer's Plan) through each such applicable vesting date, twenty five percent (25%) of the shares subject to the option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one forty-eighth (1/48th) of the shares subject to the option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), such that the option shall be fully vested on the four (4) year anniversary of the Vesting Commencement Date. "Vesting Commencement Date" shall mean December 3, 2021. ( 8 )Subject to the Reporting Person continuing to be a Service Provider (as such term is defined in the Issuer's Plan) through each such applicable vesting date, twenty five percent (25%) of the shares subject to the option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one forty-eighth (1/48th) of the shares subject to the option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), such that the option shall be fully vested on the four (4) year anniversary of the Vesting Commencement Date. "Vesting Commencement Date" shall mean February 1, 2023. ( 9 )Pursuant to the Offer, and subject to the Reporting Person continuing to be a Service Provider (as such term is defined in the Issuer's Plan) through each such applicable vesting date, one third (1/3rd) of the shares subject to the option shall vest on the first anniversary of the Amendment Date, and one thirty-sixth (1/36th) of the shares subject to the option shall vest each month thereafter on the same day of the month as the Amendment Date (or, if there is no such day, the last day of the month). "Amendment Date" shall mean February 28, 2024.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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