SecProbe.io

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 July 16, 2025

Gregory D. Gorgas
Chief Executive Officer
Artelo Biosciences, Inc.
505 Lomas Santa Fe, Suite 160
Solana Beach, CA 92075

 Re: Artelo Biosciences, Inc.
 Registration Statement on Form S-1
 Filed July 11, 2025
 File No. 333-288653
Dear Gregory D. Gorgas:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Doris Stacey Gama at 202-551-3188 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Thomas E. Hornish, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 artl_corresp.htm July 16, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Doris Stacey Gama Re: Artelo Biosciences Inc. Registration Statement on Form S-1 File No. 333-288653 Acceleration Request Requested Date: July 17, 2025 Requested Time: 4:00 p.m. Eastern Time, or as soon thereafter as practicable Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Artelo Biosciences, Inc. (the “ Company ”) hereby requests that its Registration Statement on Form S-1 (File No. 333-288653) (the “ Registration Statement ”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Thomas E. Hornish at (858) 209-1020. Sincerely, ARTELO BIOSCIENCES, INC. By: /s/Gregory D. Gorgas. Gregory D. Gorgas. President and Chief Executive Officer cc: Martin J. Waters, Wilson Sonsini Goodrich & Rosati, P.C. Thomas E. Hornish, Wilson Sonsini Goodrich & Rosati, P.C. Robert Wernli, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
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artl_corresp.htmJuly 12, 2023

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Dillon Hagius

   Re:

  Artelo Biosciences, Inc.

  Registration Statement on Form S-3

  Filed on July 6, 2023

  File No. 333-273153

   Acceleration Request

   Requested Date:

  July 14, 2023

   Requested Time:

   4:30 P.M. Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Artelo Biosciences, Inc. (the ”Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-273153) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company or its counsel may request via telephone call to the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”). The Company hereby authorizes Thomas Hornish of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, to make such request on the Company’s behalf.

 The Company acknowledges that should the Commission or its Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing. In addition, the Company acknowledges that the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing. Finally, the Company acknowledges that it may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 The Company requests that it be notified of the effectiveness of the Registration Statement by telephone to Thomas Hornish of Wilson Sonsini Goodrich & Rosati, Professional Corporation at (858) 350-2392 or via email at thornish@wsgr.com. If notice of effectiveness is given by telephone, please also provide a copy of the Commission’s order declaring the Registration Statement effective to Thomas Hornish via facsimile at (858) 350-2399.

 Securities and Exchange Commission

 Re: Artelo Biosciences, Inc.

 July 12, 2023

 Page 2

 Please direct any questions or comments regarding this acceleration request to Thomas Hornish at (858) 350-2392.

         Sincerely,

 ARTELO BIOSCIENCES, INC.

    By:  /s/ Gregory D. Gorgas

  Gregory D. Gorgas

        President and Chief Executive Officer

      cc:

   Martin J. Waters, Esq.

 Thomas E. Hornish, Esq.

 Mahnaz Dodge, Esq.

   Wilson Sonsini Goodrich & Rosati, Professional Corporation

United States securities and exchange commission logo
July 10, 2023
Gregory Gorgas
President and Chief Executive Officer
Artelo Biosciences, Inc.
505 Lomas Santa Fe, Suite 160
Solana Beach, California 92075
Re:Artelo Biosciences, Inc.
Registration Statement on Form S-3
Filed July 6, 2023
File No. 333-273153
Dear Gregory Gorgas:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dillon Hagius at 202-551-7967 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Tom Hornish

United States securities and exchange commission logo
May 26, 2022
Gregory Gorgas
Chief Executive Officer and President
Artelo Biosciences, Inc.
505 Lomas Santa Fe, Suite 160
Solana Beach, CA USA
Re:Artelo Biosciences, Inc.
Registration Statement on Form S-1
Filed May 16, 2022
File No. 333-264967
Dear Mr. Gorgas:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dillon Hagius at 202-551-7967 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Greg Gorgas

CORRESP
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artl_corresp.htmMay 26, 2022

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance,

 100 F Street, N.E.

 Washington, D.C. 20549-3628

 Attention: Dillon Hagius

       Re:

   Artelo Biosciences, Inc.

   Registration Statement on Form S-1

 File No. 333-264967

       Acceleration Request

   Requested Date: May 31, 2022

 Requested Time: 4:30 P.M. Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Artelo Biosciences, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-264967) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. The Company hereby authorizes Thomas E. Hornish of Wilson Sonsini Goodrich & Rosati, Professional Corporation (“WSGR”), counsel for the Company, to make such request on the Company’s behalf.

 Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Tom Hornish at (858) 350-2392. If notice of effectiveness is given by telephone, please also provide a copy of the Commission’s order declaring the Registration Statement effective to Thomas E. Hornish via facsimile at (858) 350-2399. Please direct any questions or comments regarding this acceleration request to Thomas E. Hornish at (858) 350-2392.

   Sincerely,

   ARTELO BIOSCIENCES, INC.

   /s/ Gregory D. Gorgas

   Gregory D. Gorgas

   President and Chief Executive Officer

       cc:

   Thomas Hornish

   Martin Waters

 Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
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artl_corresp.htmLadenburg Thalmann & Co. Inc.

 277 Park Avenue, 26th Floor

 New York, New York 10172

 October 7, 2020

 VIA FACSIMILE AND EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Washington, DC 20549

   Re:

   ARTELO BIOSCIENCES, INC.
Registration Statement on Form S-1 (Registration No. 333-249083)
Concurrence in Acceleration Request

 Ladies and Gentlemen:

 Ladenburg Thalmann & Co. Inc. (“Ladenburg”), as representative of the underwriters for the referenced offering, hereby concurs in the request by Artelo Biosciences, Inc. that the effective date of the above-referenced registration statement be accelerated to 5:30 p.m. (Eastern Time), or as soon as practicable thereafter, on October 8, 2020, pursuant to Rule 461 under the Securities Act. Ladenburg affirms that it is aware of its obligations under the Securities Act in connection with this offering.

   Very truly yours,

   LADENBURG THALMANN & CO. INC.

   By:

   /s/ Nicholas Stergis

   Name:

   Nicholas Stergis

   Title:

   Managing Director

CORRESP
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artl_corresp.htmArtelo Biosciences, Inc.

 888 Prospect Street, Suite 210

 La Jolla, California 92037

 October 7, 2020

 Via EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549

    Attn:

   Scott Anderegg

   Re:

   Artelo Biosciences, Inc.

   Registration Statement on Form S-1

 File No. 333-249083

   Acceleration Request

 Requested Date: October 8, 2020

 Requested Time: 5:30 p.m. Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Artelo Biosciences, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l, as amended (File No. 333-249083) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission. The Company hereby authorizes Thomas E. Hornish of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, to make such request on the Company’s behalf.

 The Company acknowledges that should the Commission or its Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing. In addition, the Company acknowledges that the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing. Finally, the Company acknowledges that it may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 The Company requests that it be notified of the effectiveness of the Registration Statement by telephone to Thomas E. Hornish of Wilson Sonsini Goodrich & Rosati, Professional Corporation at (858) 350-2392 or via email at thornish@wsgr.com. If notice of effectiveness is given by telephone, please also provide a copy of the Commission’s order declaring the Registration Statement effective to Thomas E. Hornish via facsimile at (858) 350-2399.

 Please direct any questions or comments regarding this acceleration request to Thomas E. Hornish at (858) 350-2392.

 U.S. Securities and Exchange Commission

 October 7, 2020

 Page 2

   Sincerely,

      ARTELO BIOSCIENCES, INC.

    By:   /s/ Gregory D. Gorgas

   Name:

   Gregory D. Gorgas

     Title:    Chief Executive Officer and President

    cc:

   Martin J. Waters, Esq.

 Thomas E. Hornish, Esq.

 Mahnaz Dodge, Esq.

   Wilson Sonsini Goodrich & Rosati, Professional Corporation

United States securities and exchange commission logo
October 2, 2020
Gregory D. Gorgas
Chief Executive Officer and President
Artelo Biosciences, Inc.
888 Prospect Street, Suite 210
La Jolla, CA 92037
Re:Artelo Biosciences, Inc.
Registration Statement on Form S-1
Filed September 28, 2020
File No. 333-249083
Dear Mr. Gorgas:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Scott Anderegg at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

April 22, 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
Filed November 25, 2019
File No. 1-38951
Dear Mr. Gorgas:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Randy Schreckhise, Vice President, Finance and Operations

CORRESP
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artl_corresp.htm

 April 21, 2020

 Via EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549-3720

 Attention: Scott Stringer

     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. Stringer,

 Artelo Biosciences, Inc. (the “Company”), is submitting this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated April 7, 2020 and relating to the Company’s Form 10-K filed with the Commission on November 25, 2019 (the “10-K”).

 In this letter, we have recited the comments from the Staff in bold italicized type and have followed each comment with the Company’s response. Except as otherwise specifically indicated, page references herein correspond to the page of the 10-K.

 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.”

 Response:

 The weighted average shares outstanding on a fully diluted share excluded all options and warrants since the Company’s average share trading price during the year ended August 31, 2019 was less than the exercise price of all options and warrants. In addition, the Diluted Loss per Common share should not have been adjusted for the change in fair value of the Company’s derivatives, in accordance with ASC 260-10.

     888 Prospect Street #210

   29 Fitzwilliam Street Upper

   La Jolla, CA 92037 USA

   Dublin 2, Ireland

 The net loss and diluted loss have been corrected below, with changes to balance in RED.

    Net loss

  (2,172,176  )

  (2,343,491  )

   Basic Loss per Common Share

  $  (1.00  )

  $  (1.83  )

   Diluted Loss per Common Share

  $  (1.00  )

  $  (1.83  )

   Basic and diluted Weighted Average Common Shares Outstanding

  2,172,465

  1,277,527

 The Company plans to provide a reconciliation of the numerator and the denominator of the basic and diluted loss per-share computation, if different – under ASC 260-10, including a reconciliation table when there is an adjustment required of the Company’s net loss, in the notes to financial statements in future filings.

 Consideration of Restatement

 Based on the Company’s analysis of ASC 250 – Accounting Changes and Error Corrections, Staff Accounting Bulletin 99 – Materiality, the Company determined that this error was immaterial to the previously issued consolidated financial statements, and therefore no further restatement is necessary.

 Please let me know if you have any further questions.

 Sincerely,

 Artelo Biosciences, Inc.

 /s/ Gregory D. Gorgas

 Gregory D. Gorgas

 President and Chief Executive Officer

     888 Prospect Street #210

   29 Fitzwilliam Street Upper

   La Jolla, CA 92037 USA

   Dublin 2, Ireland

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

CORRESP
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artl_corresp.htm

 March 27, 2020

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549-3720

 Attention: Scott Stringer

   Re:  Artelo Biosciences, Inc.

   Form 10-K for the Fiscal Year Ended August 31, 2019

    Filed on November 25, 2019

   File No. 1-38951

 Dear Mr. Stringer,

 Artelo Biosciences, Inc. (the “Company”), is submitting this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated March 23, 2020 and relating to the Company’s Form 10-K filed with the Commission on November 25, 2019 (the “10-K”).

 In this letter, we have recited the comments from the Staff in bold italicized type and have followed each comment with the Company’s response. Except as otherwise specifically indicated, page references herein correspond to the page of the 10-K.

 Form 10-K for the Fiscal Year Ended August 31, 2019

 Consolidated Notes to Financial Statements, page 54

    1.   Please provide us with a reconciliation of the numerator and denominator of the diluted loss per-share computation for the most recent year presented. In addition, provide a reconciliation of the numerator and the denominator of the basic and diluted loss per-share computation in the notes to financial statements in future filings. Please refer to ASC 260-10-50-1.

    Please see the below basic loss per common share and diluted loss per common share below, per filed 10-K (Income Statement, pg.51):

     Basic Loss per Common Share

  $  (1.00  )

  $  (1.84  )

   Diluted Loss per Common Share

  $  (1.46  )

  $  (1.84  )

   Basic Weighted Average Common Shares Outstanding

  2,172,465

  1,277,527

   Diluted Weighted Average Common Shares Outstanding

  2,172,465

  1,277,527

    888 Prospect Street #210

   29 Fitzwilliam Street Upper

   La Jolla, CA 92037 USA

   Dublin 2, Ireland

 Supporting Reconciliation:

 Although the denominator was not changed in the Diluted Loss per Common Share, the numerator had an increase in loss due to a change in the fair value of the Company’s derivative liabilities.

 Weighted average common shares outstanding: Pursuant to ASC 260-10-45-25 “Options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money). Previously reported EPS data shall not be retroactively adjusted as a result of changes in market prices of common stock.”

 A fully diluted share would have excluded all options and warrants since the Company’s average share trading price during the year ended August 31, 2019 was less than the exercise price of all options and warrants.

 Diluted loss: The diluted loss of ($1.46) was based on the net loss for the year adjusted for the gain from the change in fair value of derivative liabilities, in accordance with ASC 260-10.

    Net loss

     (2,172,176)

     (2,343,491)

   Change in fair value of derivative liabilities

  (1,006,099  )

  -

   Adjusted net loss

  (3,178,275  )

  (2,343,491  )

   Basic Loss per Common Share

  $  (1.00  )

  $  (1.83  )

   Diluted Loss per Common Share

  $  (1.46  )

  $  (1.83  )

   Basic and diluted Weighted Average Common Shares Outstanding

  2,172,465

  1,277,527

 The Company plans to provide a reconciliation of the numerator and the denominator of the basic and diluted loss per-share computation, including a table substantially similar to the table immediately above when there is a change in the Company’s net loss, in the notes to financial statements in future filings.

 Please let me know if you have any further questions.

 Sincerely,

 Artelo Biosciences, Inc.

 /s/ Gregory D. Gorgas

 Gregory D. Gorgas

 President and Chief Executive Officer

    888 Prospect Street #210

   29 Fitzwilliam Street Upper

   La Jolla, CA 92037 USA

   Dublin 2, Ireland

March 23, 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
Filed November 25, 2019
File No. 1-38951
Dear Mr. Gorgas:
            We have limited our review of your filing to the financial statements and related
disclosures 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.
Form 10-K for the Fiscal Year Ended August 31, 2019
Consolidated Notes to Financial Statements, page 54
1.Please provide us with a reconciliation of the numerator and denominator of the diluted
loss per-share computation for the most recent year presented.  In addition,
provide a reconciliation of the numerator and the denominator of the basic and diluted loss
per-share computation in the notes to financial statements in future filings.  Please refer to
ASC 260-10-50-1.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
             You may contact Scott Stringer at 202-551-3272 or me at 202-551-3344 with any
questions.

 FirstName LastNameGregory Gorgas
 Comapany NameArtelo Biosciences, Inc.
 March 23, 2020 Page 2
 FirstName LastName
Gregory Gorgas
Artelo Biosciences, Inc.
March 23, 2020
Page 2
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Randy Schreckhise, Vice President, Finance and Operations

CORRESP
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wordproof.doc

February 3, 2020

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3720

Attention:           Katherine Bagley

Re:

 Artelo Biosciences, Inc.

 Registration Statement on Form S-3

Filed on January 15, 2020

File No. 333-235917

 Acceleration Request Requested Date: February 3, 2020

Requested Time: 2:00 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Artelo Biosciences, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-235917) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company or its counsel may request via telephone call to the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”). The Company hereby authorizes Thomas Hornish of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, to make such request on the Company’s behalf.

The Company acknowledges that should the Commission or its Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing. In addition, the Company acknowledges that the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing. Finally, the Company acknowledges that it may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company requests that it be notified of the effectiveness of the Registration Statement by telephone to Thomas Hornish of Wilson Sonsini Goodrich & Rosati, Professional Corporation at (858) 350-2392 or via email at thornish@wsgr.com. If notice of effectiveness is given by telephone, please also provide a copy of the Commission’s order declaring the Registration Statement effective to Thomas Hornish via facsimile at (858) 350-2399.

Securities and Exchange Commission

Re: Artelo Biosciences, Inc.

February 3, 2020

Page 2

Please direct any questions or comments regarding this acceleration request to Thomas Hornish at (858) 350-2392.

 Sincerely,

 ARTELO BIOSCIENCES, INC.

 By:

 /s/ Gregory D. Gorgas

 Gregory D. Gorgas

 President and Chief Executive Officer

cc:

 Thomas E. Hornish, Esq.

Mahnaz Daruwalla, Esq.

 Wilson Sonsini Goodrich & Rosati, Professional Corporation

January 21, 2020
Gregory D. Gorgas
Chief Executive Officer and President
Artelo Biosciences, Inc.
888 Prospect Street, Suite 210
La Jolla, CA 92037
Re:Artelo Biosciences, Inc.
Registration Statement on Form S-3
Filed January 15, 2020
File No. 333-235917
Dear Mr. Gorgas:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Katherine Bagley at (202) 551-2545 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Martin J. Waters

CORRESP
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artl_acletter.htm

December 19, 2019

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3720

 Attention:

 Daniel Morris

 Re:

 Artelo Biosciences, Inc.

 Registration Statement on Form S-3

 Filed on November 25, 2019

 File No. 333-234372

 Acceleration Request

 Requested Date:

 December 20, 2019

 Requested Time:

 4:00 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Artelo Biosciences, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-234372) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company or its counsel may request via telephone call to the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”). The Company hereby authorizes Thomas Hornish of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, to make such request on the Company’s behalf.

The Company acknowledges that should the Commission or its Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing. In addition, the Company acknowledges that the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing. Finally, the Company acknowledges that it may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company requests that it be notified of the effectiveness of the Registration Statement by telephone to Thomas Hornish of Wilson Sonsini Goodrich & Rosati, Professional Corporation at (858) 350-2392 or via email at thornish@wsgr.com.  If notice of effectiveness is given by telephone, please also provide a copy of the Commission’s order declaring the Registration Statement effective to Thomas Hornish via facsimile at (858) 350-2399.

Securities and Exchange Commission

Re: Artelo Biosciences, Inc.

December 18, 2019

Page 2

Please direct any questions or comments regarding this acceleration request to Thomas Hornish at (858) 350-2392.

 Sincerely,

 ARTELO BIOSCIENCES, INC.

 By:

 /s/ Gregory D. Gorgas

 Gregory D. Gorgas

 President and Chief Executive Officer

cc:

 Thomas E. Hornish, Esq.

Mahnaz Daruwalla, Esq.

 Wilson Sonsini Goodrich & Rosati, Professional Corporation

CORRESP
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artl_deletter.htm

December 19, 2019

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3720

 Attention:

 Daniel Morris

 Re:

 Artelo Biosciences, Inc.

 Registration Statement on Form S-3

 Filed on December 18, 2019

 File No. 333-232853

 Acceleration Request

 Requested Date:

 December 20, 2019

 Requested Time:

 4:00 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Artelo Biosciences, Inc. (the ”Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-232853) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company or its counsel may request via telephone call to the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”). The Company hereby authorizes Thomas Hornish of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, to make such request on the Company’s behalf.

The Company acknowledges that should the Commission or its Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing. In addition, the Company acknowledges that the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing. Finally, the Company acknowledges that it may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company requests that it be notified of the effectiveness of the Registration Statement by telephone to Thomas Hornish of Wilson Sonsini Goodrich & Rosati, Professional Corporation at (858) 350-2392 or via email at thornish@wsgr.com. If notice of effectiveness is given by telephone, please also provide a copy of the Commission’s order declaring the Registration Statement effective to Thomas Hornish via facsimile at (858) 350-2399.

Securities and Exchange Commission

Re: Artelo Biosciences, Inc.

December 18, 2019

Page 2

Please direct any questions or comments regarding this acceleration request to Thomas Hornish at (858) 350-2392.

 Sincerely,

 ARTELO BIOSCIENCES, INC.

 By:

 /s/ Gregory D. Gorgas

 Gregory D. Gorgas

 President and Chief Executive Officer

cc:

 Thomas E. Hornish, Esq.

Mahnaz Daruwalla, Esq.

 Wilson Sonsini Goodrich & Rosati, Professional Corporation

CORRESP
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filename1.htm

corresp.htm

November 12, 2019

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Attention: Daniel Morris

Re: Artelo Biosciences, Inc.

Registration Statement on Form S-3

Filed on October 30, 2019

File No. 333-234372

Withdrawal of Acceleration Request

Dear Mr. Morris:

Artelo Biosciences, Inc. (the “Company”) hereby respectfully requests withdrawal of its acceleration request filed on November 8, 2019, in which the Company requested the acceleration of the effective time and date of the Company’s Registration Statement on Form S-3 (File No. 333-234372) (the “Registration Statement”) to 4:00 p.m. Eastern time, on November 12, 2019. The Company is no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

If you have any questions regarding the foregoing, please contact our counsel, Thomas E. Hornish of Wilson Sonsini Goodrich and Rosati, Professional Corporation, at (858) 350-2392.

 Sincerely,

ARTELO BIOSCIENCES, INC.

 By:

 /s/ Gregory D. Gorgas

 Name:

 Gregory D. Gorgas

 Title:

 President & Chief Executive Officer

cc: Thomas E. Hornish, Esq.

Mahnaz K. Daruwalla, Esq.

Wilson Sonsini Goodrich & Rosati, Professional Corporation

November 7, 2019
Gregory D. Gorgas
Chief Executive Officer and President
Artelo Biosciences, Inc.
888 Prospect Street, Suite 210
La Jolla, CA 92037
Re:Artelo Biosciences, Inc.
Registration Statement on Form S-3
Filed October 30, 2019
File No. 333-234372
Dear Mr. Gorgas:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Daniel Morris at 202-551-3314 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Tom Hornish, Esq.

CORRESP
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artl_corresp.htmNovember 8, 2019

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3720

Attention:

 Daniel Morris

Re:

 Artelo Biosciences, Inc.

Registration Statement on Form S-3

Filed on October 30, 2019

File No. 333-234372

 Acceleration Request

 Requested Date:

 November 12, 2019

 Requested Time:

 4:00 P.M. Eastern Time

  Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Artelo Biosciences, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-234372) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company or its counsel may request via telephone call to the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”). The Company hereby authorizes Thomas Hornish of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, to make such request on the Company’s behalf.

The Company acknowledges that should the Commission or its Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing. In addition, the Company acknowledges that the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing. Finally, the Company acknowledges that it may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company requests that it be notified of the effectiveness of the Registration Statement by telephone to Thomas Hornish of Wilson Sonsini Goodrich & Rosati, Professional Corporation at (858) 350-2392 or via email at thornish@wsgr.com.  If notice of effectiveness is given by telephone, please also provide a copy of the Commission’s order declaring the Registration Statement effective to Thomas Hornish via facsimile at (858) 350-2399.

Securities and Exchange Commission

Re: Artelo Biosciences, Inc.

November 8, 2019

Page 2

Please direct any questions or comments regarding this acceleration request to Thomas Hornish at (858) 350-2392.

  Sincerely,

  ARTELO BIOSCIENCES, INC.

 By:

 /s/ Gregory D. Gorgas

 Gregory D. Gorgas

 President and Chief Executive Officer

cc:

 Thomas E. Hornish, Esq.

Mahnaz Daruwalla, Esq.

 Wilson Sonsini Goodrich & Rosati, Professional Corporation

July 31, 2019
Gregory D. Gorgas
Chief Executive Officer and President
Artelo Biosciences, Inc.
888 Prospect Street, Suite 210
La Jolla, California 92037
Re:Artelo Biosciences, Inc.
Registration Statement on Form S-3
Filed July 26, 2019
File No. 333-232853
Dear Mr. Gorgas:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Danilo Castelli at (202)551-6521 with any questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products
cc:       Tom Hornish

CORRESP
1
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artl_corresp.htmJune 20, 2019

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn:

 Charlie Guidry

 Re:

 Artelo Biosciences, Inc.

 Registration Statement on Form S-1, as amended (File No. 333-230658)

Ladies and Gentlemen:

As the underwriter of the proposed offering of Artelo Biosciences, Inc. (the “Company”), we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 5:00 p.m., Eastern Time, on June 20, 2019, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectuses through the date hereof:

 Preliminary Prospectuses dated May 31, 2019:

 Copies to underwriters: 2

 Copies to prospective dealers: 5

 Copies to prospective institutional investors: 65

 Copies to prospective retail investors: 389

 Preliminary Prospectuses dated June 10, 2019:

 Copies to underwriters: 2

 Copies to prospective dealers: 6

 Copies to prospective institutional investors: 72

 Copies to prospective retail investors: 592

The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 Maxim Group LLC

 By:

 /s/ Clifford A. Teller

 Name:

 Clifford A. Teller

 Title:

 Head of Investment Banking, Executive

Managing Director

CORRESP
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filename1.htm

artl_corresp.htmJune 20, 2019

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3720

Attention:

 Charlie Guidry

Re:

 Artelo Biosciences, Inc.

Registration Statement on Form S-1

Filed on June 20, 2019 File No. 333-230658

 Acceleration Request

 Requested Date:

 June 20, 2019

 Requested Time:

 5:00 P.M. Eastern Time

  Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Artelo Biosciences, Inc. (the ”Company”) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-230658) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company may request via telephone to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”). The Company hereby authorizes Mahnaz Daruwalla of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, to make such request on the Company’s behalf.

The Company is aware of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.

The Company acknowledges that should the Commission or its Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing. In addition, the Company acknowledges that the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing. Finally, the Company acknowledges that it may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company requests that it be notified of the effectiveness of the Registration Statement by telephone to Mahnaz Daruwalla of Wilson Sonsini Goodrich & Rosati, Professional Corporation at (858) 350-2304 or via email at mdaruwalla@wsgr.com. If notice of effectiveness is given by telephone, please also provide a copy of the Commission’s order declaring the Registration Statement effective to Mahnaz Daruwalla via facsimile at (858) 350-2399.

Securities and Exchange Commission

Re: Artelo Biosciences, Inc.

June 20, 2019

Page 2

Please direct any questions or comments regarding this acceleration request to Mahnaz Daruwalla at (858) 350-2304.

  Sincerely,

 ARTELO BIOSCIENCES, INC.

 By: /s/ Gregory D. Gorgas

 Gregory D. Gorgas

    President and Chief Executive Officer

cc:

 Mahnaz Daruwalla, Esq.

Thomas E. Hornish, Esq.

 Wilson Sonsini Goodrich & Rosati, Professional Corporation

October 3, 2018
Gregory Gorgas
CEO
Artelo Biosciences, Inc.
888 Prospect Street
Suite 210
La Jolla, CA 92037
Re:Artelo Biosciences, Inc.
Registration Statement on Form S-1
Filed September 27, 2018
File No. 333-227571
Dear Mr. Gorgas:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action, or absence of action by the staff.
            Please contact Charlie Guidry, Staff Attorney, at 202-551-3621 with any questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products

CORRESP
1
filename1.htm

artl_corresp.htmOctober 3, 2018

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549-3720

 Attention:        Charlie Guidry

    Re:   Artelo Biosciences, Inc.

 Registration Statement on Form S-1

   Filed on September 27, 2018

 File No. 333-227571

 Acceleration Request

 Requested Date:  October 5, 2018

 Requested Time: 5:00 P.M. Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Artelo Biosciences, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-227571) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Thomas E. Hornish at (858) 350-2392.

 * * * *

       Sincerely, Artelo Biosciences, Inc.

    By:  /s/ Gregory D. Gorgas

  Gregory D. Gorgas

        President and Chief Executive Officer

    cc:   Martin J. Waters, Wilson Sonsini Goodrich & Rosati, P.C.

 Thomas E. Hornish, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

artl_corresp.htmMay 25, 2018

 Via EDGAR

  

    U.S. Securities and Exchange Commission

   Division of Corporation Finance

   100 F Street, N.E.

   Washington, D.C. 20549-3720

   Attention:

   Mara L. Ransom

   

   Danillo Castillo

    

   Re:

   Artelo Biosciences, Inc.

   

   Registration Statement on Form S-1

   

   Filed January 29, 2018

   

   File No. 333-222756

 Acceleration Request

    

   Requested Date:

   May 29, 2018

   

   Requested Time:

   4:00 PM Eastern Time

  Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Artelo Biosciences, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-222756) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company may request by telephone to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”). The Company hereby authorizes Thomas E. Hornish of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, to make such request on the Company’s behalf.

 The Company is aware of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.

 The Company acknowledges that should the Commission or its Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing. In addition, the Company acknowledges that the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing. Finally, the Company acknowledges that it may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Securities and Exchange Commission

 Re: Artelo Biosciences, Inc.

 May 25, 2018

 Page 2

 The Company requests that it be notified of the effectiveness of the Registration Statement by telephone to Thomas E. Hornish of Wilson Sonsini Goodrich & Rosati, Professional Corporation at (858) 350-2392 or via email at thornish@wsgr.com. If notice of effectiveness is given by telephone, please also provide a copy of the Commission’s order declaring the Registration Statement effective to Thomas E. Hornish via facsimile at (858) 350-2399.

 Please direct any questions or comments regarding this acceleration request to Thomas E. Hornish at (858) 350-2392.

     

   Sincerely,

   

   

   ARTELO BIOSCIENCES, INC.

   

   

   By:

   /s/ Gregory D. Gorgas

   

   Gregory D. Gorgas

   

   President and Chief Executive Officer

    cc:

   Thomas E. Hornish, Esq.

   

   Wilson Sonsini Goodrich & Rosati, Professional Corporation

Mail Stop 3561

May 1 , 2018

Gregory Gorgas
Chief Executive Officer
Artelo Biosciences, Inc.
888 Prospect Street, Suite 210
La Jolla, CA 92037

Re: Artelo Biosciences, Inc.
  Amendment No. 2 to Registration Statement on Form S-1
Filed April 17 , 2018
  File No. 333-222756

Dear Mr. Gorgas:

We have reviewed your amended registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested inform ation.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment s to your filings and the information you provide in
respon se to these comments, we may have additional comments.

Exhibit 10.20

1. We note you entered into a contract effective January 18, 2018 which requires you to
reimburse the Foundation  for all patent costs incurred pursuant to Section 6.1 of the
Stony Brook Agreement,  including certain accrued patent costs in the amount of
$170,109.93 as per Section 6.2  of such agreement .  Please tell us and disclose how you
accounted for your obligation for these accrued patent costs in your February 28, 2018
financial state ments , including where you recorded the offsetting entry.   Please also tell
us how you will account for future patent costs under this agreement.   Please provide
your basis in GAAP for your accounting.

Gregory Gorgas
Artelo Biosciences, Inc.
May 1 , 2018
Page 2

 You may  contact Courtney Haseley, Staff Attorney, a t 202 -551-7689,  or me at 202 -551-
3720 with any  questions.

Sincerely,

 /s/ Mara L. R ansom

Mara L. Ransom
Assistant Director
Office of Consumer Products

cc:  Marty Waters, Esq.
 Wilson Sonsini Goodrich & Rosati PC

Mail Stop 3561

March 26, 2018

Gregory Gorgas
Chief Executive Officer
Artelo Biosciences, Inc.
888 Prospect Street, Suite 210
La Jolla, CA 92037

Re: Artelo Biosciences, Inc.
  Form 10-K for Fiscal Year Ended August 31, 2017
  Filed November 29, 2017
File No. 333 -199213

Dear Mr. Gorgas:

We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ James Allegretto

James  Allegretto
Senior Assistant Chief Accountant
Office of Consumer Products

cc:  Marty Waters, Esq.
 Wilson Sonsini Goodrich & Rosati PC

Mail Stop 3561

February 27 , 2018

Gregory Gorgas
Chief Executive Officer
Artelo Biosciences, Inc.
888 Prospect Street, Suite 210
La Jolla, CA 92037

Re: Artelo Biosciences, Inc.
  Registration Statement on Form S-1
Filed January 29, 2018
  File No. 333-222756

Form 10 -Q for Fiscal Quarter Ended November 30, 2017
Filed January 16, 2018
File No. 333 -199213

Dear Mr. Gorgas:

We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

With respect to your registration statement on Form S -1, we have limited our review of
your registration statement to the issue s we have addressed in our comment s.  With respect to
your Form 10 -Q for the fiscal year ended November 30, 2017, please respond to our comment
within ten business days by providing the requested information or advise us as soon as possible
when you will re spond.  If you do not believe our comments apply to your facts and
circumstances, please tell us why in your response.

After reviewing any amendment s to your filings and the information you provide in
response to these comments, we may have additional c omments.

Registration Statement on Form S -1

General

1. We note that your selling shareholders intend to sell their shares at market prices and that
your shares are presently quoted on the OTC Pink marketplace.  In order to sell shares at
market prices, we require an existing trading market for the shares and w e do not
consider the OTC Pink Marketplace to be an existing trading market for purposes of

Gregory Gorgas
Artelo Biosciences, Inc.
February 27 , 2018
Page 2

 satisfying Item 501(b)(3) of Regulation S -K.  Please revise your prospectus to set a fixed
price at which the selling security holders will offer and sell their sha res until such time
as your shares are listed on a national securities exchange or quoted on the OTCQX ,
OTCQB or OTCBB marketplaces.  Please make the appropriate revisions throughout
your prospectus.

2. Please consistently identify the market on which your shares are quoted.  In this regard,
we note that you reference the OTCBB in the fee table to this registration statement as
well as on your web -site.

3. We note that you conducted a private placement on  January 26, 2018.  We note further
your statement on page F -20 that “[a]s of January 29, 2018, $71,950 is still owed by the
investors to the Company” related to such offering.  To the extent any selling security
holders are registering for resale shares a cquired in such offering, please provide us with
your analysis of whether such private placement was complete, and the investors
irrevocably bound, prior to filing this registration statement.  Refer to Question 134.01 of
the Securities Act Compliance and Disclosure Interpretations located at our web -site.

Corporate Overview, page 2

4. Please enhance your disclosure to clearly explain the term s “endocannabinoid system”
and ECS “modulators” and their significance to your currently proposed business model.

5. Please enhance your disclosure to clearly identify which kinds of patients or indicators
you intend to address, whether using the NEO1940 compound , your own novel
cannabinoid composition (ART 12.11), an inhibitor (ART 26.12), new chemical entities
(ART27. 13), or otherwise.   In this regard, we note statements made in your February
2018 corporate presentation, available on your web -site, regarding potential treatment of
cachexia and cancer, planning for clinical development in rare and orphan diseases, and
identifying several diseases for which modulating ECS activity could have therapeutic
potential.

6. Please revise to disclose the material terms of the Stony Brook Agreement and file such
agreement as an exhibit to the registration statement pursuant to Ite m 601(b)(10) of
Regulation S -K, or advise.

7. We note several press releases announcing  a supply agreement between you and  Phivida
Holdings Inc. , as well as a clinical study relating to encapsulated cannabidiol.   If material,
please revise your disclosure t o reflect the material terms of such agreements and file
such agreements as an exhibit to the registration statement pursuant to Item 601(b)(10) of
Regulation S -K, or advise.

Gregory Gorgas
Artelo Biosciences, Inc.
February 27 , 2018
Page 3

 Intellectual Property, page 5

8. If material to your ongoing diligence and technical analysis regarding the NEO1940
compound, please enhance your disclosure to describe the results of the clinical studies
conducted by NEOMED’s prior sponsor with respect to NEO1940, including any
endpoints  and results.  Otherwise, please remove the language which indicates that
“NEO1940 was dosed in over 200 subjects.”

Selling Stockholders, page 28

9. We note that David Moss is a significant shareholder who intends to sell shares in this
offering.  Pursuant to Item 507 of Regulation S -K, please revise to disclose whether any
material relationship exists between Mr. Moss and the company or advise.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Year Ended August  31, 2017

Liquidity and Financial Condition, page 38

10. We note your disclosure that you have insufficient funds to develop your business over
the next 12 months.  Please revise your disclosure to explain how, in light of your lack of
revenues and minimal o perations, you intend to finance future operations and implement
your business plan.  Please provide a discussion and analysis of the types of financing
that are reasonably likely to be available, the anticipated amount of financing you intend
to seek and the anticipated impact on the company’s cash position, liquidity and results of
operations.   Refer to Item 303(a) of Regulation S -K and Section IV.B.2 of SEC Release
No. 33 -8350.

Business, page 40

11. In your discussion of research and development, you state  that you have invested
$200,000 on direct research and development activities and yet on page 5 you state that
you have commitments to invest approximately $200,000 on direct research and
development related activities.  Please revise to clarify your disc losure.

Transactions with Related Persons, page 51

12. We note your disclosure on page F -11 describing share issuances to related parties that
appear to be in excess of $120,000.  Please revise your disclosure to describe any
transactions required to be dis closed pursuant to Item 404 of Regulation S -K, or advise.

Gregory Gorgas
Artelo Biosciences, Inc.
February 27 , 2018
Page 4

 Principal Stockholders, page 52

13. The amounts held by certain of your stockholders, such as Messrs. Gorgas and Moss,
appear to differ from those presented on page 28.  Please revise.

Form 10 -Q for Fiscal Quarter Ended November 30, 2017

Item 4. Controls and Procedures, page 15

14. It appears that you provide management’s report on internal controls over financial
reporting under the “Management’s Report on Disclosure Controls and Procedures”
captio n.  Please note that you are not required to provide management’s report on internal
controls over financial reporting for interim periods and such disclosure does not satisfy
the requirement to provide management’s conclusions regarding the effectiveness of your
disclosure controls and procedures.  Accordingly, please amend your filing to provide the
disclosures required by Item 307 of Regulation S -K.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their  disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact  Sondra Snyder, Staff Accountant, at (202) 5 51-3332 or Andrew Blume,
Staff Accountant, at (202) 551 -3254  if you have questions regarding comments on the financial
statements and related matters.   Please contact Courtney Haseley, Staff Attorney, at 202 -551-
7689, or me at 202 -551-3720 with any other questions.

Sincerely,

 /s/ Mara L. R ansom

Mara L. Ransom
Assistant Director
Office of Consumer Products

cc:  Marty Waters, Esq.
 Wilson Sonsini Goodrich & Rosati PC

CORRESP
1
filename1.htm

KNIGHT KNOX DEVLOPMENT CORP.

January 23, 2015

Securities and Exchange Commission

Attn:            Mara Ransom, Assistant Director

Division of Corporation Finance

Washington, D.C. 20549

RE:            Knight Knox Development Corp.

Registration Statement on Form S-1

Filed October 8, 2014

File No. 333-199213

Dear Mara Ransom:

The undersigned registrant (the "Registrant") hereby requests that the Securities and Exchange Commission (the "Commission") take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on Wednesday, January 28, 2015, or as soon thereafter as is practicable.

In connection with this request, the Registrant acknowledges that:

·
should the Commission or the staff of the Commission (the "Staff"), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·
the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·
the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Knight Knox Development Corp.

/s/ James Manley

James Manley

President

November 3, 2014

Via E -mail
James Manley
President
Knight Knox Development Corp.
Kemp House, City Road
London, England EC1V 2NX

Re: Knight Knox Development Corp
Registration Statement  on Form S -1
Filed October 8, 2014
  File No. 333 -199213

Dear Mr. Manley :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please  tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. Please revise your disclosure throughout your filing to state that you are a shell company,
as it appears from your disclosure that you have both no operations and no or nominal
non-cash assets.  See Rule 405 of Regulation C under the Securities Act of 193 3, as
amended.  Additionally, please disclose the consequences of that status, such as the
restrictions on your ability to use registration statements on Form S -8 and the potential
reduced liquidity or illiquidity of your securities. Also, please disclose your shell
company status on your prospectus cover page and add a related risk factor.

2. It appears that you may be a blank check company as defined by Rule 419 under the
Securities Act of 1933, as amended, in view of the following:
 Your disclosure indicat es that you are a development stage company issuing penny
stock;

James Manley
Knight Knox Development Corp.
November 3, 2014
Page 2

  You have not commenced operations and it is unclear whether you will be able to do
so in the next 12 months;
 You have a net loss of $1 5,269  to date and you have not generated any revenues to
date;
 You have assets of only $ 14,731 consisting only of cash; and
 Your registration statement contains very general disclosure related to the nature of
your business and your business plan.
In the adopting release of Rule 419, the Commission stated that “ it will scrutinize
registered offerings for attempts to create the appearance that the registrant is not a
development stage company or has a specific business plan, in an effort to avoid the
application of Rule 419.”  Therefore, please provide a detailed a nalysis addressing each of
the issues described above in explaining why you believe the company is not a blank
check company and disclose whether you are a blank check company and whether your
business plan includes the plan to merge with an unidentified c ompany.  Alternatively,
please revise the registration statement to comply with Rule 419 and prominently disclose
that you are a blank check company.

Summary of Prospectus, page 3

3. We note your disclosure that you will use the domain “ www.offeritnow.com ” to conduct
your services.  In this section or in the appropriate section in the filing, please disclose
whether you own the domain name.

4. We note your disclosure throughout the filing that you have incurred $15,269 in expenses
since inception.  In this sec tion, or in the appropriate sections throughout the filing,
please disclose what activities comprised these expenses.  In this regard, we note your
disclosure that you have a $2,500 per month expense rate.

Risk Factors, page 6

5. We note your disclosure tha t you will have a non -U.S. resident officer and director.
Please provide  a risk factor discussing the difficulties U.S. stockholders may face in
effecting service of process against your officer and director .  This risk factor should
address the risk U.S.  stockholders face in: effecting service  of process  within the United
States on your officers; enforcing judgments obtained in U.S. courts based on the civil
liability provisions of the U.S. federal securities laws against the officers; enforcing
judgments  of U.S. courts based on civil liability provisions of the U.S. federal securities
laws in foreign  courts against your officers; and bringing an original action in foreign
courts to enforce liabilities based on the U.S. federal securities laws against your  officers.

James Manley
Knight Knox Development Corp.
November 3, 2014
Page 3

 Description of Business, page 15

Principal Products, Services and Their Markets, page 15

6. Please disclose what geographical markets you plan on serving once you are operational.
In this regard, we note statistical information citing both E uropean and American
markets.  If you intend to conduct business internationally, please tell us what
consideration was given to including a risk factor discussing the risks associated with
international e -commerce.

7. With respect to third -party statements in this section - such as market data from Forrester
Research - please provide us with the relevant portion of the industry research reports you
cite. To expedite our review, please clearly mark each source to highlight the applicable
portion of the section  containing the statistic, and cross -reference it to the appropriate
location in your prospectus. Also, please tell us whether any of the reports were prepared
for you or in connection with the offering.

8. Please enhance your disclosure regarding the “class ified” and “auction” sections of your
planned business.  Please discuss how each section will operate, generate revenue,
associated costs, and any other material differences.

9. We note your disclosure stating the ways in which you will generate revenue fr om your
website.  To the extent possible, please disclose the fees you will charge for transactions
occurring on your website and the amounts you will charge for third party advertising.

Plan of Operations, page 16

10. We note your disclosure that you have hired an independent contractor to design and
develop your website.  Please disclose the material terms of the contract between the
company and the contractor.

11. We note your disclosure that your sole officer may not be able to resolve any problems
occurrin g with your website after it has become operational.  Please add a risk factor
discussing this risk.

Competitive Business Conditions and Strategy…, page 16

12. Please revise this section to include a discussion of your competitive positioning within
the e -commerce industry, as well as the methods by which you plan on competing within
this industry.  Please tell us what consideration was given to discussing the presence of
eBay and Amazon as competitors in the e -commerce industry.  Please refer to Item
101(h)( iv) of Regulation S -K.

James Manley
Knight Knox Development Corp.
November 3, 2014
Page 4

 Management’s Discussion and Analysis of Financial Condition…, page 19

13. Please include a discussion of the economic or industry -wide factors relevant to your
proposed business operations.  Please provide insight into material opport unities,
challenges, and risks on which management is most focused for both the short term and
long term as well as the actions it is taking to address such opportunities, challenges, and
risks.  Please discuss how these opportunities, challenges, and risk s will have a material
favorable or unfavorable impact on net sales or revenues or inco me from continuing
operations.  For example, please discuss any trends concerning changing prices or
availability of products .  Please see Item 303(a)(3)(ii) of Regulati on S-K.

14. Please revise to provide a more specific description of your plan of operations for the
next twelve months, discussing how you plan to become operational and begin to
generate revenue.  Your discussion should include detailed milestones and the an ticipated
time frame for beginning and completing each milestone, the estimated expenses
associated with each milestone and the expected sources of such funding.  Please explain
how you intend to meet each of the milestones if you cannot receive funding.

Directors and Executive Officers, page 22

15. Please clarify whether Mr. Manley currently holds any position with snapitup.com.  If so,
please disclose in an appropriate place the apparent conflict of interest that exists between
his involvement with two bu sinesses that appear to have very similar business plans.

Dilution, page 23

16. It appears that your calculations of net tangible book value after the offering do not take
into account estimated offering costs.  Please revise your calculations since these costs
will reduce post -offering net tangible book value.

17. Please also include a comparison of the public contribution under the proposed public
offering and the effective cash contribution of the officers, directors, promoters and
affiliated persons.  See Item 506 of Regulation S -K.

Financial Statements, page 25

Statements of Operations, page 29

18. We note that basic and diluted net loss per common share for the year ended August 31,
2014 as $(0.00).  In other places, such as in Selected Financial Data on  page 18 and in
Note 2 on page 32, net loss per share is shown as $(0.01).  Please revise to be consistent
throughout your document.  Please also revise the weighted average common shares as
appropriate.

James Manley
Knight Knox Development Corp.
November 3, 2014
Page 5

 Exhibit 5.1

19. We note the statement in the opinion t hat “the Shares will be registered for sale or
transfer by the holders thereof pursuant to the provisions” of the registration statement.
Please revise this statement given that the registration statement covers the sale – not the
sale or transfer – of the Shares by the company – not by third party holders.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicabl e Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare t he
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

James Manley
Knight Knox Development Corp.
November 3, 2014
Page 6

 You may contact Lisa Sellars, Staff Accountant , at (202) 551 -3348 if you have questions
regarding comments on the financial statements and related matters.  Please contact Daniel
Porco, Staff Attorney, at (202) 551 -3477 or Lilyanna Peyser, Special Counsel, a t (202) 551 -3222
or me at (202) 551 -3720 with any other questions.

Sincerely,

 /s/ Lilyanna Peyser for

Mara L. Ransom
Assistant Director