DEFA14A: Artelo Biosciences Adds Auditor Ratification to Annual Meeting

Artelo Biosciences, Inc. has supplemented its proxy statement to include a new proposal for stockholder approval: the ratification of MaloneBailey LLP as its independent auditor for the fiscal year ending December 31, 2026, at its adjourned virtual Annual Meeting on January 30, 2026.

Summary

• The 2025 Annual Meeting of Stockholders has been adjourned to Friday, January 30, 2026, at 11:00 a.m. Eastern Time, and will be held virtually.
• A new Proposal 3 has been added for stockholder approval: the ratification of MaloneBailey LLP as the company's independent auditor for the fiscal year ending December 31, 2026.
• Stockholders must submit a revised proxy card or vote virtually at the meeting to vote on the newly added Proposal 3.
• Other proposals for the Annual Meeting include the election of two Class II director nominees, Douglas Blayney, M.D., and Connie Matsui, and an advisory vote on executive compensation (Say-on-Pay Vote).
• The record date for stockholders entitled to notice of and to vote at the Annual Meeting was December 10, 2025.
• A 1-for-6 reverse stock split of common stock was effective as of June 13, 2025.
• On the record date, 2,018,746 shares of common stock were outstanding.
• MaloneBailey LLP also served as the independent registered public accounting firm for the fiscal years ended December 31, 2025, and 2024.
• Total fees paid to MaloneBailey LLP were $184,240 for 2025 and $135,438 for 2024.
• The Board of Directors unanimously recommends a vote FOR the ratification of MaloneBailey LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

Sentiment

Score: 6

Explanation: The filing is primarily procedural, focusing on adding an auditor ratification proposal and detailing virtual meeting logistics. The board's recommendation for auditor ratification and the move to a virtual meeting are standard or positive governance practices. The changes in auditor fees, particularly the increase in audit-related fees, are noted but do not significantly alter the overall neutral to slightly positive sentiment for a procedural filing.

Positives

• The Board is following good corporate practice by submitting the selection of the independent auditor for stockholder ratification.
• The virtual meeting format is intended to provide expanded access, improved communication, reduced environmental impact, and cost savings for stockholders and the company, allowing participation from any location.

Negatives

• The need for a supplement and revised proxy card indicates a potential oversight or late decision in the initial proxy statement preparation, which could cause confusion or require extra effort from stockholders.
• Audit-Related Fees increased significantly from $4,120 in 2024 to $130,165 in 2025, which may warrant further scrutiny.
• Audit Fees decreased from $123,593 in 2024 to $46,350 in 2025, which could indicate a change in audit scope or timing.

Future Outlook

The company anticipates the election of two Class II directors to serve until the 2028 Annual Meeting of Stockholders. The ratification of MaloneBailey LLP as the independent auditor is for the fiscal year ending December 31, 2026. Preliminary voting results are expected to be announced at the Annual Meeting, with a Current Report on Form 8-K to be filed with the SEC within four business days, and an amendment if initial results are preliminary.

Management Comments

• The Board of Directors has determined to recommend an additional proposal for stockholder approval at the Annual Meeting.
• We are embracing technology to provide expanded access, improved communication, reduced environmental impact and cost savings for our stockholders and the Company through the virtual meeting format.
• Our Board has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors independence.

Industry Context

The shift to virtual annual meetings is a continuing trend across industries, driven by technological advancements and a desire for cost efficiencies and broader stakeholder participation. The practice of seeking stockholder ratification for independent auditors is a standard corporate governance measure, reflecting transparency and accountability. The prior reverse stock split, while not detailed in this filing, is a common corporate action often undertaken to increase share price and meet listing requirements, which could be a broader industry context for smaller cap companies.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Required to vote on an additional proposal, provided with expanded access to the Annual Meeting via a virtual format, and encouraged to submit new proxy instructions.
• Management: Responsible for implementing the virtual meeting and addressing stockholder votes on governance matters.

Next Steps

• Stockholders are requested to review the Supplement and the original Proxy Statement in their entirety.
• Stockholders should submit their revised proxy cards or vote virtually by the deadline of January 29, 2026, at 11:59 PM ET.
• The Annual Meeting will be held virtually on January 30, 2026.
• The company will file a Current Report on Form 8-K with the SEC reporting preliminary voting results within four business days of the Annual Meeting, and an amendment for final results if necessary.

Key Dates

Recommendation

This filing is primarily procedural, detailing an additional proposal for auditor ratification and logistics for the virtual annual meeting. It does not contain new financial results, operational updates, or strategic shifts that would warrant a change in investment recommendation. The information provided is standard corporate governance.

Keywords

Artelo Biosciences, Proxy Statement, Annual Meeting, Auditor Ratification, MaloneBailey LLP, Corporate Governance, Stockholder Vote, Reverse Stock Split, Virtual Meeting