ARTL on Nasdaq
ARTELO BIOSCIENCES, INC.
American pharmaceutical preparations company based in Solana Beach1
In its 2026 annual report the company says: “We are a clinical stage biopharmaceutical company focused on the development and commercialization of therapeutics that target lipid-signaling modulation pathways, including the endocannabinoid system, a network of receptors and neurotransmitters that form a biochemical communication system throughout the body. Our programs represent a comprehensive approach in utilizing the power and promise of lipid signaling to develop pharmaceuticals for patients with unmet healthcare needs.”3 Its shares trade on Nasdaq under the symbol ARTL.1
Price unavailable
Last updated Oct 21, 2026.
Overview
- TickerARTL on Nasdaq1
- IndustryPharmaceutical Preparations1
- HeadquartersSolana Beach, California1
- Incorporated inNV2
- Business address505 Lomas Santa Fe, Suite 160, Solana Beach, Ca 920752
- Filer categoryNon-accelerated filer, Smaller reporting company2
- Legal formCorporation
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We incorporated in the State of Nevada on May 2, 2011, and are presently based in the County of San Diego, California. We are a clinical stage biopharmaceutical company focused on the development and commercialization of therapeutics that target lipid-signaling modulation pathways, including the endocannabinoid system (the “ECS”), a network of receptors and neurotransmitters that form a biochemical communication system throughout the body.3 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.9
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| General and administrative | $6.0M | $4.1M |
| Research and development | $5.4M | $6.0M |
| Total Operating Expenses | $11.4M | $10.1M |
| Loss from Operations | -$11.4M | -$10.1M |
| Gain on investment | $22.0K | $0 |
| Interest expense | -$194.0K | $0 |
| Interest expense - related party | -$83.0K | $0 |
| Loss on extinguishment of debt | -$825.0K | $0 |
| Loss on extinguishment of debt - related party | -$333.0K | $0 |
| Net change in fair value of digital assets | -$62.0K | $0 |
| Net change in fair value of trading marketable securities | $0 | $282.0K |
| Total other (expense) income | -$1.5M | $282.0K |
| Provision for income taxes | $0 | $0 |
| NET LOSS | -$12.9M | -$9.8M |
| Foreign currency translation adjustments | -$70.0K | $1.0K |
| Total Other Comprehensive Income (Loss) | -$70.0K | $1.0K |
| TOTAL COMPREHENSIVE LOSS | -$12.9M | -$9.8M |
| Basic and Diluted Loss per Common Share | -$12.52 | -$18.30 |
| Basic and Diluted Weighted Average Common Shares Outstanding | 1.0M shares | 537.0K shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 4 fiscal years (annual) or 4 quarters (quarterly), latest first.9
| Period ending | 2025-12-31 | 2025-10-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|---|
| Cash and cash equivalents | $600.0K | $2.3M | $2.8M | |
| Prepaid expenses and other current assets | $95.0K | $219.0K | ||
| Total Current Assets | $695.0K | $2.6M | ||
| Operating lease right-of-use assets | $64.0K | $99.0K | ||
| Intangible asset | $2.0M | $2.0M | ||
| Other assets | $3.0K | $3.0K | ||
| TOTAL ASSETS | $2.8M | $4.7M | ||
| Accounts payable and accrued liabilities | $3.0M | $1.7M | ||
| Due to related parties | $345.0K | $61.0K | ||
| Operating lease liabilities - current portion | $40.0K | $35.0K | ||
| Accrued interest - convertible notes | $11.0K | $0 | ||
| Accrued interest - convertible notes - related party | $4.0K | $0 | ||
| Convertible notes | $437.0K | $0 | ||
| Convertible notes - related party | $172.0K | $0 | ||
| Total Current Liabilities | $4.0M | $1.8M | ||
| Operating lease liabilities | $29.0K | $69.0K | ||
| TOTAL LIABILITIES | $4.1M | $1.8M | ||
| Preferred Stock, par value $0.001, 69,444 shares authorized, 0 shares issued and outstanding as of December 31, 2025, and 2024 | $0 | $0 | ||
| Common Stock, par value $0.001, 500,000,000 shares authorized and 2,018,746 and 567,582 shares issued and outstanding as of December 31, 2025, and 2024, respectively | $2.0K | $1.0K | ||
| Additional paid-in capital | $62.0M | $53.2M | ||
| Accumulated deficit | -$63.0M | -$50.1M | ||
| Accumulated other comprehensive loss | -$272.0K | -$202.0K | ||
| TOTAL STOCKHOLDERS' (DEFICIT) EQUITY | -$1.3M | $2.9M | $11.8M | |
| TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | $2.8M | $4.7M | ||
| Preferred stock, par value | $0.00 | $0.00 | ||
| Preferred stock, shares authorized | 69.4K shares | 69.4K shares | ||
| Preferred stock, shares issued | 0 shares | 0 shares | ||
| Preferred stock, shares outstanding | 0 shares | 0 shares | ||
| Common stock, par value | $0.00 | $0.00 | $0.00 | |
| Common stock, shares authorized | 500.0M shares | 500.0M shares | ||
| Common stock, shares issued | 2.0M shares | 567.6K shares | ||
| Common Stock, Shares Outstanding | 2.0M shares | 567.6K shares |
| Period ending | 2025-12-31 | 2025-10-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|---|
| Cash and cash equivalents | $600.0K | $2.3M | $2.8M | |
| Prepaid expenses and other current assets | $95.0K | $219.0K | ||
| Total Current Assets | $695.0K | $2.6M | ||
| Operating lease right-of-use assets | $64.0K | $99.0K | ||
| Intangible asset | $2.0M | $2.0M | ||
| Other assets | $3.0K | $3.0K | ||
| TOTAL ASSETS | $2.8M | $4.7M | ||
| Accounts payable and accrued liabilities | $3.0M | $1.7M | ||
| Due to related parties | $345.0K | $61.0K | ||
| Operating lease liabilities - current portion | $40.0K | $35.0K | ||
| Accrued interest - convertible notes | $11.0K | $0 | ||
| Accrued interest - convertible notes - related party | $4.0K | $0 | ||
| Convertible notes | $437.0K | $0 | ||
| Convertible notes - related party | $172.0K | $0 | ||
| Total Current Liabilities | $4.0M | $1.8M | ||
| Operating lease liabilities | $29.0K | $69.0K | ||
| TOTAL LIABILITIES | $4.1M | $1.8M | ||
| Preferred Stock, par value $0.001, 69,444 shares authorized, 0 shares issued and outstanding as of December 31, 2025, and 2024 | $0 | $0 | ||
| Common Stock, par value $0.001, 500,000,000 shares authorized and 2,018,746 and 567,582 shares issued and outstanding as of December 31, 2025, and 2024, respectively | $2.0K | $1.0K | ||
| Additional paid-in capital | $62.0M | $53.2M | ||
| Accumulated deficit | -$63.0M | -$50.1M | ||
| Accumulated other comprehensive loss | -$272.0K | -$202.0K | ||
| TOTAL STOCKHOLDERS' (DEFICIT) EQUITY | -$1.3M | $2.9M | $11.8M | |
| TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | $2.8M | $4.7M | ||
| Preferred stock, par value | $0.00 | $0.00 | ||
| Preferred stock, shares authorized | 69.4K shares | 69.4K shares | ||
| Preferred stock, shares issued | 0 shares | 0 shares | ||
| Preferred stock, shares outstanding | 0 shares | 0 shares | ||
| Common stock, par value | $0.00 | $0.00 | $0.00 | |
| Common stock, shares authorized | 500.0M shares | 500.0M shares | ||
| Common stock, shares issued | 2.0M shares | 567.6K shares | ||
| Common Stock, Shares Outstanding | 2.0M shares | 567.6K shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.9
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss | -$12.9M | -$9.8M |
| Stock-based compensation | $1.1M | $818.0K |
| Net change in fair value of trading marketable securities | $0 | -$282.0K |
| Net change in fair value of digital assets | $62.0K | $0 |
| Non-cash lease expense | $35.0K | $33.0K |
| Loss on extinguishment of debt | $825.0K | $0 |
| Loss on extinguishment of debt - related party | $333.0K | $0 |
| Amortization of debt discounts and debt issuance costs | $146.0K | $0 |
| Amortization of debt discounts and debt issuance costs - related party | $62.0K | $0 |
| Prepaid expenses and other current assets | $129.0K | $457.0K |
| Accounts payable and accrued liabilities | $1.3M | $449.0K |
| Accounts payable - related parties | $283.0K | $31.0K |
| Accrued interest | $48.0K | $0 |
| Accrued interest - related party | $21.0K | $0 |
| Fixed cash payments related to operating leases | -$35.0K | -$30.0K |
| Net cash used in operating activities | -$8.5M | -$8.3M |
| Purchase of digital assets | -$250.0K | $0 |
| Proceeds from disposition of digital assets | $188.0K | $0 |
| Investment in trading marketable securities | $0 | -$481.0K |
| Proceeds from disposition of marketable securities | $0 | $8.2M |
| Net cash (used in) provided by investing activities | -$62.0K | $7.8M |
| Proceeds from issuance of common shares for cash, net | $6.2M | $112.0K |
| Proceeds from issuance of convertible notes, net | $419.0K | $0 |
| Proceeds from issuance of convertible notes, net - related party | $189.0K | $0 |
| Proceeds from exercise of warrants | $132.0K | $0 |
| Repayment of convertible note | -$24.0K | $0 |
| Net cash provided by financing activities | $6.9M | $112.0K |
| Effect of exchange rate changes on cash | -$23.0K | -$8.0K |
| Net change in cash and cash equivalents | -$1.7M | -$477.0K |
| Cash paid for interest | $0 | $0 |
| Cash paid for income taxes | $0 | $0 |
| Initial recognition of the right-of-use asset and lease liability | $0 | $111.0K |
No quarter-by-quarter statement was filed.
Corporate structure
ARTELO BIOSCIENCES, INC. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of ARTELO BIOSCIENCES, INC.
- ARMISTICE CAPITAL, LLC Filed SCHEDULE 13G/A on ARTELO BIOSCIENCES, INC., latest Aug 14, 2026 (2 filings since May 15, 2026)
- INTRACOASTAL CAPITAL, LLC Filed SCHEDULE 13G/A on ARTELO BIOSCIENCES, INC., latest Aug 13, 2026 (2 filings since Apr 3, 2026)
- Daniel Stuart Farb Filed SCHEDULE 13D/A on ARTELO BIOSCIENCES, INC., latest Oct 21, 2025 (4 filings since Sep 19, 2025)
- Iroquois Capital Management, LLC Filed SC 13G/A on ARTELO BIOSCIENCES, INC., latest Feb 23, 2022
- Parian Global Management LP Filed SC 13G/A on ARTELO BIOSCIENCES, INC., latest Feb 9, 2022
- Hudson Bay Capital Management LP Filed SC 13G/A on ARTELO BIOSCIENCES, INC., latest Feb 4, 2022
- ARTELO BIOSCIENCES, INC. Solana Beach, California
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What ARTELO BIOSCIENCES, INC. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Operating-lease assets (leased space) | $64.0K9 Dec 31, 2025 | $99.0K9 Dec 31, 2024 | −35.4% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $600.0K9 Dec 31, 2025 | $6.9M6 Dec 31, 2022 | −91.3% |
| Marketable securities, current | $08 Dec 31, 2024 | $7.6M8 Dec 31, 2023 | −100.0% |
| Marketable securities, non-current | $08 Dec 31, 2024 | $7.6M8 Dec 31, 2023 | −100.0% |
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Intangible assets, net (excluding goodwill) | $2.0M9 Dec 31, 2025 | $2.0M9 Dec 31, 2024 | 0% |
Properties, in its own words
Our principal executive office is currently located at 505 Lomas Santa Fe, Suite 160, Solana Beach, California 92075, USA. Our United Kingdom subsidiary, Artelo Biosciences Limited maintains an office at the biohub located at Mereside, Alderly Park, Alderly Edge, Cheshire, SK10 4TG, UK. The Solana Beach facility is approximately 800 square feet and the United Kingdom facility is approximately 800 square feet. We do not currently own any real property, including laboratories or manufacturing facilities. We believe our current facilities are sufficient to meet our current needs.
Item 2 of the 10-K filed Feb 24, 2026.3
Leadership
Who has led ARTELO BIOSCIENCES, INC., and when. Pick a name to see everywhere that person has worked.
Chief executive
President
Chief financial officer
- Chief executive officerGregory D. Gorgas Jun 21, 2019 to now12
- PresidentGregory D. Gorgas Jul 7, 2025 to now13
- Chief financial officerGregory D. Gorgas Jun 21, 2019 to now12
Board members and other officers (8)
- OfficerGregory D. Gorgas Dec 6, 2021 to Dec 6, 202114
- Board memberTamara A. Seymour Mar 9, 2021 to now15
- Board memberConnie Matsui Jun 21, 2019 to now16
- Board memberDouglas Blayney Jun 21, 2019 to now17
- Board memberGeorgia Erbez Jun 21, 2019 to Aug 30, 201918
- Board memberGregory D. Gorgas Jun 21, 2019 to now12
- Board memberRobert Martin Emanuele Jun 21, 2019 to now19
- Board memberJohn W. Beck Dec 13, 2019 to Jul 26, 202120
Named in SEC Form D filings
People the company listed in its private-offering notices.
- Executive OfficerMark R. Spring named Nov 10, 2025 to Apr 6, 202621
- DirectorGregory R. Reyes named May 20, 2022 to Apr 6, 202621
- DirectorR. Martin Emanuele named May 20, 2022 to Apr 6, 202621
- DirectorSteven D. Kelly named May 20, 2022 to Apr 6, 202621
- DirectorTamara A. Favorito named Jul 9, 2025 to Apr 6, 202621
Former names
Timeline
- Oct 9, 20268-K Other events22
- Aug 27, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed; Regulation FD disclosure23
- Jul 17, 20268-K Shareholder vote24
- May 27, 20268-K Entered a material agreement; Other events25
- May 15, 20268-K Ended a material agreement26
- Apr 7, 20268-K Other events27
- Mar 30, 20268-K Entered a material agreement; Unregistered sale of shares; Regulation FD disclosure28
- Mar 26, 20268-K Entered a material agreement; Unregistered sale of shares; Regulation FD disclosure29
- Mar 18, 20268-K Entered a material agreement; Unregistered sale of shares30
- Mar 17, 20268-K Results of operations; Other events31
- Mar 6, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed; Other events32
- Feb 5, 20268-K Other events33
- Jun 21, 2019New chief executive Gregory D. Gorgas becomes CEO12
Calendar
Coming up
- Nov 11, 2026Reports results for the quarter ending Sep/202634
When it reported results
- Mar 17, 2026Reported quarterly or annual results31
- Jul 11, 2025Reported quarterly or annual results35
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
228 filings to the SEC since October 2021: 6 annual reports, 16 quarterly reports, 51 major events, 58 insider forms, 11 large holders, 9 private raises, 77 other. The latest 20:
- Oct 9, 20268-K EDGAR
- Aug 27, 20268-K EDGAR
- Aug 20, 202610-Q/A EDGAR
- Aug 14, 2026SCHEDULE 13G/A EDGAR
- Aug 13, 2026SCHEDULE 13G/A EDGAR
- Aug 12, 202610-Q EDGAR
- Jul 21, 20264 EDGAR
- Jul 21, 20264 EDGAR
- Jul 21, 20264 EDGAR
- Jul 21, 20264 EDGAR
- Jul 21, 20264 EDGAR
- Jul 21, 20264 EDGAR
- Jul 17, 20268-K EDGAR
- Jul 16, 2026DEFA14A EDGAR
- Jul 16, 2026DEFA14A EDGAR
- Jul 2, 2026DEFA14A EDGAR
- Jun 22, 2026PRER14A PRER 14A EDGAR
- Jun 5, 2026ARS EDGAR
- Jun 5, 2026DEFA14A EDGAR
- Jun 5, 2026DEF 14A EDGAR
The 228 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
2 open-market trades by officers, directors and large owners since October 2021: 2 buys and 0 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Aug 12, 2022 | Gorgas Gregory D.Pres, CEO, CFO, Treas & Secr | Buy | 1,200 | $4.00 | $4.8K | Form 4 |
| Aug 11, 2022 | Gorgas Gregory D.Pres, CEO, CFO, Treas & Secr | Buy | 1,200 | $4.03 | $4.8K | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- ARMISTICE CAPITAL, LLCSCHEDULE 13G/A, 2 filings May 15, 2026 to Aug 14, 202636
- INTRACOASTAL CAPITAL, LLCSCHEDULE 13G/A, 2 filings Apr 3, 2026 to Aug 13, 202637
- Daniel Stuart FarbSCHEDULE 13D/A, 4 filings Sep 19, 2025 to Oct 21, 202538
- Iroquois Capital Management, LLCSC 13G/A, 1 filing Feb 23, 202239
- Parian Global Management LPSC 13G/A, 1 filing Feb 9, 202240
- Hudson Bay Capital Management LPSC 13G/A, 1 filing Feb 4, 202241
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2025 | Gregory D. GorgasPresident, CEO, Secretary, | 63 | $540.0K | $1.2M42 |
| 2025 | Mark E. Spring, | 67 | $41.7K | $290.5K42 |
| 2024 | and Director and Former CFO and Treasurer | $520.0K | $1.1M42 | |
| 2024 | CFO and Treasurer | $813 | $81342 |
Money raised
Private offerings the company reported to the SEC on Form D.
- Mar 27, 2026Raised $11 million in a private offering of equity Form D: 2 investors so far Form D
- Mar 20, 2026Raised $315,000 in a private offering of debt Form D: 1 investor so far Form D
- Mar 12, 2026Raised $237,300 in a private offering of debt Form D: 1 investor so far Form D
- Mar 12, 2026Raised $113,000 in a private offering of debt Form D: 1 investor so far Form D
- Jan 30, 2026Raised $500,000 in a private offering of equity Form D: $50.5 million offered in all Form D
- Oct 28, 2025Raised $3.7 million in a private offering of debt Form D: 14 investors so far Form D
- Aug 5, 2025Raised $9.5 million in a private offering of equity Form D: 18 investors so far Form D
- Jun 26, 2025Raised $1.4 million in a private offering of equity Form D: 8 investors so far Form D
- May 13, 2022Raised $96,972 in a private offering of equity Form D: $20.1 million offered in all Form D
SEC filer profile
How ARTELO BIOSCIENCES, INC. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARARTELO BIOSCIENCES, INC.1
- CIK0001621221
- Employer ID (EIN)33-12209243
- Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company3
- Incorporated inNevada3
- Fiscal year endsDecember 311
- Industry code (SIC)2834 Pharmaceutical Preparations1
- SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance1
- Business address505 Lomas Santa Fe, Suite 160, Solana Beach, CA 920751
- Phone858-925-70491
- Shares outstanding4,595,068 as of Aug 11, 202643
- Public float$9.3M as of Jun 30, 20253
- AuditorMaloneBailey, LLP, Houston, Texas PCAOB ID 206; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceOct 8, 20141
- Filings465 in all: 8-K (98), 4 (89), 10-Q (35), CORRESP (23), EFFECT (19), UPLOAD (18), D (15), S-1/A (14)1
All 44 form types
SC 13G (14), 424B5 (13), 3 (12), 10-K (11), S-1 (11), DEF 14A (9), DEFA14A (9), SC 13G/A (9), S-8 (7), PRE 14A (5), S-3 (5), 10-Q/A (4), 424B3 (4), ARS (4), POS AM (4), S-3/A (4), CT ORDER (3), SCHEDULE 13D/A (3), 10-K/A (2), 424B4 (2), DRS (2), SCHEDULE 13G (2), SCHEDULE 13G/A (2), 10-KT (1), 25-NSE (1), 8-A12B (1), 8-K/A (1), CERT (1), DEL AM (1), FWP (1), NT 10-K (1), NT 10-Q (1), PRER14A (1), RW (1), S-1MEF (1), SCHEDULE 13D (1)
- Latest filingsAnnual report (10-K) Feb 24, 2026
Quarterly report (10-Q) Aug 12, 2026
Proxy statement (DEF 14A) Jun 5, 2026
Latest 8-K (8-K) Oct 9, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, $0.001 par value per share | ARTL | Nasdaq |
From the cover page of the 10-K filed Feb 24, 2026 (Section 12(b) of the Exchange Act).3
Risk factors and legal proceedings
The risks ARTELO BIOSCIENCES, INC. names in Item 1A of its 10-K filed Feb 24, 2026: 60 risks under these headings, as written.3
- RISKS RELATED TO OUR BUSINESS AND PRODUCT CANDIDATES
- Our financial condition raises substantial doubt as to our ability to continue as a going concern.
- The Company will need to raise additional financing to support our business objectives. The Company cannot be sure the Company will be able to obtain additional financing on terms favorable to us when needed, or at all. If the Company is unable to obtain additional financing to meet our needs, our operations may be adversely affected or terminated.
- The Company is currently receiving Research and Development (“R&D”) tax credits from the UK in connection with its activities in the UK. The value of these will likely decrease and there is an increased risk payments may be significantly delayed.
- If the Company fails to comply with our obligations under our patent licenses with third parties, the Company could lose license rights that are vital to our business.
- Changes in regulatory requirements or other unforeseen circumstances may impact the timing of the initiation or completion of our clinical trials.
- The Company does not have any therapeutic products that are approved for commercial sale. Our ability to generate revenue from product sales and become profitable depends significantly on our success in a number of areas.
- The Company has very limited operating history and capabilities.
- The Company may experience delays in providing sufficient product for future testing of our candidates due to prior and any future supply chain limitations caused by pandemics.
- After submitting Investigational New Drug applications, the FDA may not permit us to proceed in a timely manner, or at all.
- Use of our product candidates could be associated with adverse side effects.
- Clinical drug development involves a lengthy and expensive process with an uncertain outcome, results of earlier studies and clinical trials may not be predictive of future clinical trial results, and our clinical trials may fail to adequately demonstrate substantial evidence of safety and efficacy of our product candidates.
The other 49 risks
- Interim, topline and preliminary data from our preclinical studies and clinical trials that we announce or publish from time to time may change as more data become available and are subject to audit and verification procedures that could result in material changes in the final data.
- Due to our limited resources, the Company may be forced to focus on a limited number of development candidates which may force us to pass on opportunities that could have a greater chance of clinical success.
- The Company will need to rely on third parties to conduct our preclinical research and clinical trials, and those third parties may not perform satisfactorily, including failing to meet deadlines for the completion of such research or trials.
- The Company currently has no marketing and sales organization and has no experience in marketing products. If the Company is unable to establish marketing and sales capabilities or enter into agreements with third parties to market and sell our product candidates, if approved in the future, the Company may not be able to generate product revenue.
- If our contract manufacturing organization for materials to be used in our clinical trials fails to supply us with the necessary materials, the Company may be unable to complete our clinical trials on a timely basis, if at all.
- Changes in methods of product candidate manufacturing or formulation may result in additional costs or delay.
- The Company may depend on third parties for clinical and commercial supplies, including, in some instances, a single supplier.
- If any of our offices become damaged or inoperable, or the Company is required to vacate our facilities, our ability to pursue our research and development efforts may be jeopardized.
- Even if the Company is successful in licensing or developing research programs and/or product candidates, the Company or our licensors must maintain the intellectual property.
- The costs and other requirements associated with filing new patent applications, and the ongoing cost of prosecuting pending patent applications and maintenance of issued patents are material to us. Bearing these costs and complying with these requirements are essential to procurement and maintenance of patents integral to our product candidates.
- Our ability to research, develop and commercialize any product candidates is dependent on our ability to acquire, maintain or utilize third party contract research facilities that possess licenses relating to controlled substances and the dispensing of prescription products.
- Any product candidates the Company develops may be subject to U.S. controlled substance laws and regulations and similar controls in territories outside the U.S. where the Company is conducting research. Failure to comply with these laws and regulations, or the cost of compliance with these laws and regulations, may adversely affect the results of our business operations, both during clinical development and post approval, and our financial condition.
- DEA registration and inspection of facilities.
- State-controlled substances laws.
- Manufacturing in the United States.
- Distribution in the United States.
- Our product candidates, if approved, may be unable to achieve the expected market acceptance and, consequently, limit our ability to generate revenue.
- Results of preclinical studies and earlier clinical trials are not necessarily predictive indicators of future results.
- Clinical trials of lipid-signaling modulators and cannabinoid-based product candidates are novel with very limited or non-existing history; the Company faces a significant risk that the trials will not result in commercially viable products and treatments.
- Changes in consumer preferences and acceptance of cannabinoid-derived products and any negative trends will adversely affect our business.
- Our product candidates may contain controlled substances, the use of which may generate public controversy.
- Laws and regulations affecting therapeutic uses of cannabinoids are constantly evolving.
- Cannabinoid-based research activities in the pharmaceutical industry may make it difficult to obtain insurance coverage.
- The Company faces a potentially highly competitive market.
- Changes in legislation or regulation in the health care systems in the United States and foreign jurisdictions may affect us.
- The Company is highly dependent on our key personnel, and if the Company is not successful in attracting and retaining highly qualified personnel, the Company may not be able to successfully implement our business strategy.
- The Company will need to grow the size and capabilities of our organization, and the Company may experience difficulties in managing this growth.
- The Company is currently reliant on consultants to oversee critical activities and perform services on behalf of the Company.
- The Company has incurred losses since inception and cannot assure that the Company will ever achieve or sustain profitability.
- If our information technology systems or data, or those of third parties upon which we depend, are compromised, adverse consequences may follow. These consequences include business operation disruptions, litigation, regulatory investigations or actions, fines and penalties, reputational harm, and financial losses.
- Our employees or consultants may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements.
- The Company may not successfully manage our growth.
- RISKS RELATED TO OUR INTELLECTUAL PROPERTY
- If the Company is unable to obtain and maintain patent protection for our products, our competitors could develop and commercialize products and technology similar or identical to our product candidates, and our ability to successfully commercialize any product candidates the Company may develop, and our science may be adversely affected.
- Obtaining and maintaining our patent protection depends on compliance with various procedural measures, document submissions, fee payments and other requirements imposed by government patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.
- The Company may be subject to claims challenging the inventorship of our patents and other intellectual property.
- Intellectual property rights do not necessarily address all potential threats.
- Intellectual property litigation could cause us to spend substantial resources and distract our personnel from their normal responsibilities.
- The Company may be subject to claims that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.
- RISKS RELATED TO OUR SECURITIES
- Our Common Stock may be delisted from The Nasdaq Capital Market if the Company cannot maintain compliance with Nasdaq’s continued listing requirements.
- The price of our securities may be volatile, and you could lose all or part of your investment. Further, the Company does not know whether an active, liquid and orderly trading market will continue for our securities or what the market price of our securities will be and as a result it may be difficult for you to sell your shares of our securities.
- Shares of our Common Stock that have not been registered under federal securities laws are subject to resale restrictions imposed by Rule 144, including those set forth in Rule 144(i) which apply to a former “shell company.”
- Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and sales of such shares may have a depressive effect on the share price of our Common Stock.
- The Company does not plan to declare or pay any dividends to our stockholders in the near future.
- The Company incurs significant costs as a result of operating as a public company, and our management will be required to devote substantial time to compliance initiatives.
- Future changes in financial accounting standards or practices may cause adverse unexpected financial reporting fluctuations and affect reported results of operations.
- Our disclosure controls and procedures may not be effective to ensure that the Company makes all required disclosures.
- Anti-takeover provisions in our amended and restated articles of incorporation and bylaws, as well as provisions in Nevada law, might discourage, delay, or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our securities.
- The Company is a smaller reporting company, and the Company cannot be certain if the reduced reporting requirements applicable to smaller reporting companies will make our securities less attractive to investors.
- If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our share price and trading volume could decline.
Legal proceedings
From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations. We are not currently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business, financial condition, and results of operations. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
The opening of Item 3, Legal Proceedings.3
Sources
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- 13SEC EDGARGregory D. Gorgas, President
- 14SEC EDGARGregory D. Gorgas, Officer
- 15SEC EDGARTamara A. Seymour, Board member
- 16SEC EDGARConnie Matsui, Board member
- 17SEC EDGARDouglas Blayney, Board member
- 18SEC EDGARGeorgia Erbez, Board member
- 19SEC EDGARRobert Martin Emanuele, Board member
- 20SEC EDGARJohn W. Beck, Board member
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- 22SEC EDGAROther events
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- 24SEC EDGARShareholder vote
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- 26SEC EDGAREnded a material agreement
- 27SEC EDGAROther events
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- 31SEC EDGARResults of operations; Other events
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- 33SEC EDGAROther events
- 34NasdaqNasdaq calendar
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