SEC Comment Letter for ARTELO BIOSCIENCES, INC. (ARTL) (CIK 0001621221) (ARTL) — Apr 7, 2020
ARTELO BIOSCIENCES, INC. (ARTL) (CIK 0001621221)
Date: April 7, 2020 · CIK: 0001621221 · Accession: 0000000000-20-003006
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April 7, 2020 Gregory Gorgas President, Chief Executive Officer and Chief Financial Officer Artelo Biosciences, Inc. 888 Prospect Street, Suite 210 La Jolla, CA 92037 Re:Artelo Biosciences, Inc. Form 10-K for the Fiscal Year Ended August 31, 2019 Response Dated March 27, 2020 File No. 1-38951 Dear Mr. Gorgas: We have reviewed your March 27, 2020 response to our comment letter and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Unless we note otherwise, the reference to our prior comment is to our comment in our March 23, 2020 letter. Form 10-K for the Fiscal Year Ended August 31, 2019 Statements of Operations, page F-3 1.We reviewed your response to our previous comment. You state that you increased the numerator to increase the net loss due to the change in the fair value of the derivative liability related to outstanding warrants. Please explain to us why the assumed exercise of outstanding warrants does not result in an increase in the denominator used to compute diluted loss per share. In doing so, tell us the number of shares of common stock you could acquire based on the average share trading price during the year ended August 31, 2019 as compared to the assumed proceeds from exercise of the warrants.
FirstName LastNameGregory Gorgas Comapany NameArtelo Biosciences, Inc. April 7, 2020 Page 2 FirstName LastName Gregory Gorgas Artelo Biosciences, Inc. April 7, 2020 Page 2 You may contact Scott Stringer at 202-551-3272 or me at 202 -551-3344 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Randy Schreckhise, Vice President, Finance and Operations
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April 7, 2020
Gregory Gorgas
President, Chief Executive Officer and Chief Financial Officer
Artelo Biosciences, Inc.
888 Prospect Street, Suite 210
La Jolla, CA 92037
Re:Artelo Biosciences, Inc.
Form 10-K for the Fiscal Year Ended August 31, 2019
Response Dated March 27, 2020
File No. 1-38951
Dear Mr. Gorgas:
We have reviewed your March 27, 2020 response to our comment letter and have the
following comment. In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional
comments. Unless we note otherwise, the reference to our prior comment is to our comment in
our March 23, 2020 letter.
Form 10-K for the Fiscal Year Ended August 31, 2019
Statements of Operations, page F-3
1.We reviewed your response to our previous comment. You state that you increased the
numerator to increase the net loss due to the change in the fair value of the derivative
liability related to outstanding warrants. Please explain to us why the assumed exercise of
outstanding warrants does not result in an increase in the denominator used to compute
diluted loss per share. In doing so, tell us the number of shares of common stock you
could acquire based on the average share trading price during the year ended August 31,
2019 as compared to the assumed proceeds from exercise of the warrants.
FirstName LastNameGregory Gorgas
Comapany NameArtelo Biosciences, Inc.
April 7, 2020 Page 2
FirstName LastName
Gregory Gorgas
Artelo Biosciences, Inc.
April 7, 2020
Page 2
You may contact Scott Stringer at 202-551-3272 or me at 202 -551-3344 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Randy Schreckhise, Vice President, Finance and Operations