Artelo Biosciences, Inc. Common Stock FY 2026 Earnings Call

NASDAQ:ARTL · Jul 17, 02:57 PM

Ladies and gentlemen, thank you for standing by, and welcome to the Artelo Biosciences, Inc. Annual Meeting. I'll now turn the conference over to Greg Gorgas.

Thank you. Good morning, everyone. I'm Gregory Gorgas, and I'm the President and Chief Executive Officer of Artelo Biosciences Incorporated. It's a pleasure to welcome you to the 2026 Annual Meeting of Stockholders of Artelo. We will begin today with the formal business of the meeting, and I will follow with a question and answer session. Before proceeding further, I'd like to introduce the company's directors who are present virtually at this meeting. Connie Matsui, Steve Kelly, and Dr. Greg Reyes. I would like to introduce Joe Longoria from our auditors, MaloneBailey, LLP, who is present virtually at this meeting, and also Rob Wernli, our legal counsel from Wilson Sonsini Goodrich & Rosati. We have asked Rob Wernli to act as secretary of the meeting and record the minutes of this meeting.

Also present virtually with us today is Tracy Oates of Broadridge Financial Solutions, who will serve as the Inspector of Election for this annual meeting. This annual meeting is being held in accordance with the company's bylaws and Nevada law. During the formal meeting, we will address the matters described in the company's proxy statement and amendment number one to the proxy statement dated June 5, 2026, and July 2, 2026, respectively. When we complete the balloting, we will announce the preliminary results of the vote. Then we will adjourn the formal meeting. After we complete the formal meeting, I will be available to take questions from stockholders. We will now proceed with the formal portion of this meeting.

I have received an affidavit of mailing stating that the notice proxy statement and proxy card were mailed on or about June 5, 2026, and an affidavit of mailing stating that the amendment number one to the proxy statement and the updated proxy card were mailed on or about July 2, 2026. In each case, to all shareholders of record on May 22, 2026, the record date for this annual meeting. The affidavit of mailing will be filed with the minutes of this meeting. The Inspector of Election has signed the oath of the Inspector of Election, which will be filed with the minutes of this meeting. The Inspector of Election has advised me that we have present in person at the virtual meeting and by proxy, a sufficient number of shares to constitute a quorum in all matters being presented at the meeting. The meeting is duly constituted.

For the purposes of this annual meeting, we will vote by proxy and virtually via the internet today. For all proposals to be voted upon at this annual meeting, each holder of our common stock is entitled to one vote for each share of common stock held as of the record date at the close of business on the record date. If you have submitted a proxy and do not intend to change your vote, then it is not necessary that you vote at this annual virtual meeting, because we will count your proxy. Those of you who did not submit a proxy, wish to vote remotely or wish to change your vote, may do so by clicking the Cast your vote link on the website used to access this meeting and following the instructions.

If you're not the stockholder of record, you may not vote your shares at the annual meeting unless you obtain a valid proxy from your broker, bank, or other nominee and submitted it when you registered to attend the meeting. The votes cast today will be counted in the final tally along with the proxies previously received. It is now five minutes after 8:00 Pacific Time on July 17th, 2026, and the polls are now open. The first order of business is the election of three Class III director nominees to serve until our 2029 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified, or until their earlier resignation or removal. This item is discussed on page 29 of the proxy statement. As indicated in the company's proxy statement, the board of directors has nominated Gregory R. Reyes, MD, PhD Tamara A.

Favorito, and Gregory D. Gorgas as nominees for election as Class III directors, each of whom are current directors, as nominees for re-election to our board of directors at this annual meeting and to serve until our 2029 annual meeting of stockholders or until their respective successors are duly elected and qualified, or until their earlier resignation or removal. Our board of directors recommends a vote for the election of each of the three Class III director nominees to the board of directors. Those of you who are voting online during the meeting should now mark your online ballots on proposal number one to indicate how you are voting. The next order of business is approving an amendment to our articles of incorporation as amended to increase the authorized number of shares of our common stock from 166,666,667 to 500 million.

This item is discussed on pages 30 through 32 of the proxy statement. Our board of directors recommends a vote for the approval of the amendment to the articles of incorporation as amended. Those of you who are voting online during the meeting should now mark your online ballots on proposal number two to indicate how you are voting. The last order of business is approving, for purposes of complying with NASDAQ Listing Rule 5635, the issuance of more than 20% of our issued and outstanding common stock pursuant to our equity purchase agreement with Square Gate Capital Master Fund, LLC – Series 5. This item is discussed in amendment number one to the proxy statement. Our board of directors recommends a vote for the approval of the issuance of more than 20% of our issued and outstanding common stock.

Those of you who are voting online during the meeting should now mark your online ballots on proposal number three to indicate how you are voting. Since no other business was proposed, we have no further items of business for this meeting. Those of you voting virtually via the internet, please submit your ballot indicating the way you wish to vote. We will now briefly pause to enable those who are voting to finish their voting virtually. It is now 8:10 Pacific Time on July 17th, 2026, and the polls for each matter to be voted on at this annual meeting are now closed. No additional ballots, proxies, or votes and changes or revocations will be accepted. The Inspector of Election will now tabulate the proxies and votes submitted virtually via the internet.

The Inspector of Election has informed me that based upon a preliminary report of the proxies and votes which we have received, each of Gregory R. Reyes, MD, PhD, Tamara A. Favorito, and Gregory D. Gorgas has been elected as a Class III director to serve until our 2029 annual meeting of stockholders or until their respective successors are duly elected and qualified, or until their earlier resignation or removal. The amendment to our articles of incorporation to increase the authorized number of shares of our common stock from 166,666,667 to 500 million has been approved. The issuance of more than 20% of our issued and outstanding common stock associated with the Square Gate Capital agreement has been approved. These are the preliminary results of voting.

A definitive report of the results of the votes on each of such proposal will be filed with the minutes of this meeting. The final results will also be reported in our filings with the SEC. There being no further business to come before this meeting, the meeting is now adjourned. Thank you for your attendance. This brings the formal business portion of this meeting to an end. We will now proceed with our questions and answer session. We'll now respond to appropriate stockholder questions that have been submitted. I will attempt to answer as many questions as time allows, but only questions that follow the rules of conduct will be addressed. I'm checking to see if we have any questions. At this time, we do not have any questions to address.

I'd like to close the meeting by saying we want to thank all of you for attending today's meeting and for the interest you have and shown in the affairs of Artelo Biosciences. We very much appreciate your attendance, and as always, thank you for your support.

Ladies and gentlemen, this concludes today's annual meeting.

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