As filed with the Securities and Exchange Commission on November 25, 2019July 6, 2023

Registration Nos. 333-222756No. 333-           

333-227571

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________

POST-EFFECTIVE AMENDMENT NO. 2

TO

FORM S–1

ON FORM S‑3

REGISTRATION STATEMENT

Under

The Securities Act of 1933

______________________________________________________

______________________________________________________

888 Prospect Street, Suite 210

La Jolla, CA 92037

(760) 943-1689

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

_____________________Copies to:

Gregory D. Gorgas

Chief Executive Officer and President

888 Prospect Street, Suite 210

La Jolla, CA 92037

Telephone: (760) 943-1689

(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________

Martin J. Waters Wilson Sonsini Goodrich & Rosati, Professional Corporation 12235 El Camino Real San Diego, CA 92130-3002 (858) 350-2300

Copies to:

Martin J. Waters

Wilson Sonsini Goodrich & Rosati, P.C.

12235 El Camino Real

San Diego, CA 92130

Telephone: (858) 350-2300

Facsimile: (858) 350-2399

From time to time after the effective date of this Registration Statement becomes effective.registration statement.

(Approximate date of commencement of proposed sale to the public)

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: xbox. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o☐

Indicate by check mark whether the Registrantregistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”,filer,” “accelerated filer”,filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the Registrantregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(c) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(c), may determine.

EXPLANATORY NOTE

The Registrant is filing a single prospectus in this Registration Statement pursuant to Rule 429 under the Securities Act, in order to satisfy the requirements of the Securities Act and the rules and regulations thereunder for this offering. Pursuant to Rule 429 under the Securities Act of 1933, the prospectus included in this Registration Statement is a combined prospectus relating to (i) Registration Statement No. 333-222756 previously filed by the Registrant on Form S-1 on January 29, 2018 and declared effective by the Securities and Exchange Commission on May 29, 2018 and which related to the resale of up to shares of common stock of the Registrant (including shares issuable upon exercise of warrants held by certain selling stockholders) from time to time by the selling stockholders named therein (the “First Registration Statement”) and (ii) Registration Statement No. 333-227571 previously filed by the Registrant on Form S-1 on September 27, 2018 and declared effective by the Securities and Exchange Commission on October 5, 2018, and which related to the resale of shares of common stock of the Registrant (including shares issuable upon exercise of warrants held by certain selling stockholders) from time to time by the selling stockholders named therein (the “Second Registration Statement”).

This Post-Effective Amendment to Form S-1 on Form S-3 constitutes a Post-Effective Amendment No.  2 to the First Registration Statement and the Second Registration Statement and is being filed by the Registrant to convert the First Registration Statement and Second Registration Statement into a registration statement on Form S-3. This Registration Statement contains an updated prospectus relating to the offering and sale of the shares that were registered for resale on the First Registration Statement and the Second Registration Statement. Such post-effective amendments shall hereafter become effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(c) of the Securities Act of 1933, as amended.

All filing fees payable in connection with the registration of the shares of the common stock covered by this Registration Statement were paid by the Registrant at the time of the initial filings of each of the First Registration Statement and the Second Registration Statement.

The information in this prospectus is not complete and may be changed. The selling stockholderssecurities may not sell these securitiesbe sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

Subject to Completion, dated July 6, 2023

PROSPECTUS

Artelo Biosciences, Inc.

Common Stock

____________________$75,000,000

899,183 Shares of Common Stock

Offered by Selling StockholdersPreferred Stock

Debt Securities

Warrants

Units

This prospectus relates to the dispositionWe may issue securities from time to time in one or more offerings, in amounts, at prices and on terms determined at the time of upoffering. This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We will provide the specific terms of these securities in supplements to 899,183 shares of our common stock (including up to 495,306 shares issuable upon exercise of warrants),this prospectus, which are held bywill also describe the selling stockholders namedspecific manner in which these securities will be offered and may also supplement, update or amend information contained in this prospectus. WeYou should read this prospectus and any applicable prospectus supplement before you invest. The aggregate offering price of the securities we sell pursuant to this prospectus will not receive any of the proceeds from the sale of our common stock by the selling stockholders.exceed $75,000,000.

The selling stockholders identifiedsecurities may be sold directly to you, through agents or through underwriters and dealers. If agents, underwriters or dealers are used to sell the securities, we will name them and describe their compensation in thisa prospectus or their permitted transferees or other successors-in-interest, may offersupplement. The price to the sharespublic of those securities and the net proceeds we expect to receive from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices, or at privately negotiated prices. We provide additional information about how the selling stockholders may sell their shares of common stockthat sale will also be set forth in the section entitled “Plan of Distribution” beginning on page 11 of this prospectus. We will not be paying any underwriting discounts or selling commissions in connection with any offering of common stock under this prospectus.a prospectus supplement.

Our common stock and public warrants are  tradingis listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols “ARTL”symbol “ARTL.” Each prospectus supplement will indicate whether the securities offered thereby will be listed on any securities exchange. As of June 30, 2023, the aggregate market value of our common stock held by our non-affiliates, as calculated pursuant to the rules of the Securities and “ARTLW,” respectively. The last reportedExchange Commission, was approximately $5.68 million, based upon 2,855,688 shares of our outstanding common stock held by non-affiliates at the per share price of $1.99, the closing sale price of our common stock as reported on the Nasdaq Capital Market on November 22, 2019 was $2.83 per share.

InvestingJune 30, 2023. Pursuant to General Instruction I.B.6 of Form S‑3, in no event will we sell securities in a public offering with a value exceeding more than one‑third of our “public float” (the market value of our common stock held by our non-affiliates) in any 12‑month period so long as our public float remains below $75.0 million. We have not sold any securities in reliance on General Instruction I.B.6 of Form S‑3 during the 12 calendar months prior to and including the date of this prospectus.

Investing in these securities involves a high degree of risk.risks. Please seecarefully read the section entitledinformation under the headings “Risk Factors” beginning on page 610 of this prospectus and under similar headings in any amendment“Item 1A – Risk Factors” of our most recent report on Form 10-K or supplements to this prospectus or as updated by any subsequent filing with the Securities and Exchange Commission10-Q that is incorporated by reference herein.in this prospectus before you invest in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined ifpassed upon the adequacy or accuracy of this prospectus is truthful or complete.prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                            , 2019.2023.

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TABLE OF CONTENTS

		Page
FORWARD LOOKING STATEMENTSAbout this Prospectus			vi
			4
PROSPECTUS SUMMARYProspectus Summary			1
			5
RISK FACTORSRisk Factors			6
			10
USE OF PROCEEDSForward‑Looking Statements			7
			10
SELLING STOCKHOLDERSUse of Proceeds			8
			10
PLAN OF DISTRIBUTIONDescription of Capital Stock			11
LEGAL MATTERSDescription of Debt Securities			13
			11
EXPERTSDescription of Warrants			13
			18
WHERE YOU CAN FIND ADDITIONAL INFORMATIONDescription of Units			13
			18
INFORMATION INCORPORATED BY REFERENCEPlan of Distribution		19	13
Legal Matters		21
Experts		21
Where You Can Find More Information		21
Incorporation by Reference		21

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the United States Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration process, the selling stockholderswe may from time to time sell up to an aggregate amountany combination of 899,183 shares of our common stock (including up to 495,306 shares issuable upon exercise of warrants)the securities described in this prospectus in one or more offerings. You should not assume

This prospectus provides you with a general description of the securities that may be offered. Each time we sell securities, we will provide one or more prospectus supplements that will contain specific information about the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover ofprospectus. You should read both this prospectus or thatand any applicable prospectus supplement together with the additional information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or shares of common stock are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus, including the documents incorporated by reference therein, in making your investment decision. You should also read and consider the information in the documents to which we have referred youdescribed under the captionsheading “Where You Can Find Additional Information” and “Information Incorporated by Reference” in this prospectus.More Information.”

We have not authorized any dealer, salesman or other personanyone to give anyprovide you with information or to make any representation other than thosethat is different from that contained, or incorporated by reference, in this prospectus, any applicable prospectus supplement or in any related free writing prospectus. You must not rely uponWe take no responsibility for, and can provide no assurance as to the reliability of, any other information or representation not contained or incorporated by reference in this prospectus.that others may give you. This prospectus doesand any applicable prospectus supplement or any related free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any of our shares of common stocksecurities other than the shares of our common stock covered hereby, nor does thissecurities described in the applicable prospectus constitutesupplement or an offer to sell or the solicitation of an offer to buy anysuch securities in any jurisdiction to any person to whom it is unlawful to makecircumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in such jurisdiction. Persons who come into possession of this prospectus, in jurisdictions outside the United States are required to inform themselves about, and to observe, any restrictions as to the offering and the distribution of this prospectus applicable to those jurisdictions.

This prospectus incorporates by reference market data, industry statistics and other data that have been obtained from, or compiled from, information made available by third parties. We have not independently verified their data.

Except where the context otherwise requires or where otherwise indicated, the terms “we,” “us,” “our,” “Artelo Biosciences,” “Artelo” and “the company” refer to Artelo Biosciences, Inc., a Nevada corporation, and its consolidated subsidiaries. References to the “selling stockholders” refer to the stockholders listed herein under the heading “Selling Stockholders” and each of their donees, pledgees, transferees or other successors-in-interest.

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Forward-Looking Statements

The information in this Registration Statement on Form S-3 and the information incorporated herein by reference, include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. These forward-looking statements should not be relied upon as predictions of future events as we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. When used in this report, the words “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “indicate,” “seek,” “should,” “would” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements contain these identifying words. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements.

These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks in greater detail in our reports filed from time to time under the Securities Act and/or the Exchange Act, including the risks identified under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and our most recent Quarterly Report on Form 10-Q which are incorporated by reference into this prospectus in their entirety. We encourage you to read these filings as they are made. Also, these forward-looking statements represent our estimates and assumptions only as of the date of the document containing the applicable statement.

You should read this prospectus,supplement, the documents incorporated by reference herein, and any prospectus supplement orrelated free writing prospectus that weis accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have authorized for use in connection with this offering completely and with the understanding that our actual future results may bechanged materially different from what we expect. We qualify all of the forward-looking statements in the foregoing documents by these cautionary statements.since those dates.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements.

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UK and are planning for up to 18 sites from five countries to participate in the Phase 2a. We experienced minor delays due to COVID-19; however, we do not foresee significant ongoing impacts.  We are aware the situation could change and we are working to mitigate any adverse effects that may materialize due to the pandemic or its aftermath or any other global disruption.

Our second in-licensed patented program is afrom our platform of small-molecule inhibitors targetingof fatty acid binding protein 5 (“FABP5”), based upon scientific developments achieved atproteins, notably FABP5 acquired from Stony Brook University (“SBU”) which we have. Our lead program FABP5 is designated ART26.12. To date, SBU has received nearly $4approximately $8.0 million in funding from the National Institutes of Health to begin developingdevelop these candidates.candidates including a $4.2 million grant in 2020 to advance research of FABP5 inhibition in prostate cancer. Fatty acid binding proteins (“FABPs”) are attractive therapeutic targets, however, theirthe high degree of similaritysequence and structural similarities among the various types has proven challenging tofamily members have made the creation of drugs targeting specific FABPs.FABPs challenging. FABP5 is believed to specifically target and regulate one of the body'sbody’s endogenous cannabinoids, anandamide (“AEA”). While searching for a FABP5 inhibitor to regulate AEA, we believe researchers at SBU discovered the chemistry for creating a large library of compounds which we believe to be highly specific and potent small molecule inhibitor for FABP5.inhibitors of FABP5 and other isoforms. In addition to its potential as ana synthetic endocannabinoid modulator with development targeting pain, inflammation, and anxiety, FABP5 is alsounderstood to play an important role in lipid signaling and is believed to be an attractive targetstrategy for cancer drug development. Large amounts of human clinical epidemiologicalbiomarker and animal model data support FABP5 as a well validatedan oncology therapeutic target, especially forincluding triple negative breast cancer, ovarian cancer, cervical cancer, and castration-resistant prostate cancer. We licensed exclusive world-wide rights to these inhibitors from SBU.SBU in all fields. Through our sponsored research we have subsequently identified a potential role for FABP5 inhibition to treat anxiety disorders, such as Post Traumatic Stress Disorder (“PTSD”). We have also been awarded a research grant in Canada to expand on our earlier research at the University of Western Ontario in this new development area.

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Business Strategy

	Business Strategy
	Our objective is to develop and commercialize ethical pharmaceutical products that provide physicians with access to the therapeutic potential lipid signaling of cannabinoid therapeutics and other modulators, ofincluding modulating the ECS. We intend to pursue promising technologies and compounds that modulate the ECS, including fully synthetic cannabinoids, as well as new chemicaloffer promising therapeutic approaches to known and validated signaling pathways, specifically lipid signaling which includes compounds that promote the effectiveness of the ECS. While many of our programs are directed towards improving the lives of people suffering with cancer and cancer treatments, the Company’s portfolio may ultimately be used to treat a wide range of diseases and conditions where leveraging the ECS and other related mechanisms to improve human health.is particularly useful.
	Risks Associated with ourOur Business
	Our ability to execute our business strategy is subject to numerous risks, as more fully described in the section captioned “Risk Factors” immediately following this prospectus summary. You should read these risks before you invest in our common stock and warrants. In particular, risks associated with our business include, but are not limited to, the following:

	·	we may face delays in developing our product candidates due to unforeseen circumstances;
	·	if we fail to comply with our obligations under our patent licenses with third parties, we could lose license rights that are vital to our business;
	·	our ability to continue our operations requires that we raise additional capital and our operations could be curtailed if we are unable to obtain the additional funding as or when needed;
	·	we face many of the risks and difficulties frequently encountered by relatively new companies with respect to our operations;
	·	we do 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 factors;
	·	we have no mature product candidates and may not be successful in licensing any;
	·	weThe Company will need to raise additional financing to support our business objectives. WeThe Company cannot be sure wethe Company will be able to obtain additional financing on terms favorable to us when needed, or at all. If we arethe Company is unable to obtain additional financing to meet our needs, our operations may be adversely affected or terminated;terminated.
	·	we have very limited operating historyThe Company is currently receiving Research and capabilities;Development, or R&D, tax credits from the United Kingdom (“UK”) in connection with our clinical trials being conducted in the UK. With effect from April 2024 if expenditure is incurred in connection with activities which take place outside the UK as part of our clinical trials, such credits are not expected to be available.

The Securities That May Be Offered

We may offer or sell common stock, preferred stock, debt securities, warrants, and units in one or more offerings and in any combination. The aggregate offering price of the securities we sell pursuant to this prospectus will not exceed $75,000,000. Each time securities are offered with this prospectus, we will provide a prospectus supplement that will describe the specific amounts, prices and terms of the securities being offered and the net proceeds we expect to receive from that sale.

The securities may be sold to or through underwriters, dealers or agents or directly to purchasers or as otherwise set forth in the section of this prospectus captioned “Plan of Distribution.” Each prospectus supplement will set forth the names of any underwriters, dealers, agents or other entities involved in the sale of securities described in that prospectus supplement and any applicable fee, commission or discount arrangements with them.

Common Stock

We may offer shares of our common stock, par value $0.001 per share, either alone or underlying other registered securities convertible into our common stock. Holders of our common stock are entitled to receive dividends declared by our board of directors out of funds legally available for the payment of dividends, subject to rights, if any, of preferred shareholders. We have not paid dividends in the past and have no current plans to pay dividends. Each holder of common stock is entitled to one vote per share. The holders of common stock have no preemptive rights.

RISK FACTORS

An investment in our securities involves a high degree of risk. The prospectus supplement applicable to each offering of our securities will contain a discussion of the risks applicable to an investment in our securities. Prior to making a decision about investing in our securities, you should carefully consider the specific factors discussed under the section in the applicable prospectus supplement captioned “Risk Factors,” together with all of the other information contained or incorporated by reference in the prospectus supplement or appearing or incorporated by reference in this prospectus. You should also consider the risks, uncertainties and assumptions discussed under “Part I—Item 1A—Risk Factors” of our most recent Annual Report on Form 10-K and in “Part II—Item 1A—Risk Factors” in our most recent Quarterly Report on Form 10-Q filed subsequent to such Form 10-K that are incorporated herein by reference, as may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations.

FORWARD‑LOOKING STATEMENTS

This prospectus, each prospectus supplement and the information incorporated by reference in this prospectus and each prospectus supplement contain certain statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “potentially,” “likely,” and similar expressions and variations thereof are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Those statements appear in this prospectus, any accompanying prospectus supplement and the documents incorporated herein and therein by reference, particularly in the sections captioned “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and include statements regarding the intent, belief or current expectations of our management that are subject to known and unknown risks, uncertainties and assumptions. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we do not plan to publicly update or revise any forward-looking statements contained herein after we distribute this prospectus, whether as a result of any new information, future events or otherwise.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

This prospectus and the documents incorporated by reference in this prospectus may contain market data that we obtain from industry sources. These sources do not guarantee the accuracy or completeness of the information. Although we believe that our industry sources are reliable, we do not independently verify the information. The market data may include projections that are based on a number of other projections. While we believe these assumptions to be reasonable and sound as of the date of this prospectus, actual results may differ from the projections.

USE OF PROCEEDS

We will retain broad discretion over the use of the net proceeds to us from the sale of our securities under this prospectus. Unless otherwise provided in the applicable prospectus supplement, we currently expect to use the net proceeds that we receive from this offering for working capital and other general corporate purposes. We may also use a portion of the net proceeds to acquire, license or invest in complementary products, technologies or businesses; however, we currently have no agreements or commitments to complete any such transaction. The expected use of net proceeds of this offering represents our current intentions based on our present plans and business conditions. We cannot specify with certainty all of the particular uses for the net proceeds to be received upon the closing of this offering. Pending these uses, we plan to invest the net proceeds of this offering in short- and intermediate-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.¹

DESCRIPTION OF CAPITAL STOCK

The description of our capital stock is incorporated by reference from Exhibit 4.1 to our Annual Report on Form 10‑K for the fiscal year ended December 31, 2022 filed with the SEC on March 31, 2023.

DESCRIPTION OF DEBT SECURITIES

The following description, together with the additional information we include in any applicable prospectus supplement, summarizes certain general terms and provisions of the debt securities that we may offer under this prospectus. When we offer to sell a particular series of debt securities, we will describe the specific terms of the series in a supplement to this prospectus. We will also indicate in the supplement to what extent the general terms and provisions described in this prospectus apply to a particular series of debt securities.

We may issue debt securities either separately, or together with, or upon the conversion or exercise of or in exchange for, other securities described in this prospectus. Debt securities may be our senior, senior subordinated or subordinated obligations and, unless otherwise specified in a supplement to this prospectus, the debt securities will be our direct, unsecured obligations and may be issued in one or more series.

The debt securities will be issued under an indenture between us and a trustee to be identified in an accompanying prospectus supplement. We have summarized select portions of the indenture below. The summary is not complete. The form of the indenture has been filed as an exhibit to the registration statement of which this prospectus forms a part and you should read the indenture for provisions that may be important to you. In the summary below, we have included references to the section numbers of the indenture so that you can easily locate these provisions. Capitalized terms used in the summary and not defined herein have the meanings specified in the indenture.

General

The terms of each series of debt securities will be established by or pursuant to a resolution of our board of directors and set forth or determined in the manner provided in a resolution of our board of directors, in an officer’s certificate or by a supplemental indenture. The particular terms of each series of debt securities will be described in a prospectus supplement relating to such series (including any pricing supplement or term sheet).

We can issue an unlimited amount of debt securities under the indenture that may be in one or more series with the same or various maturities, at par, at a premium, or at a discount. We will set forth in a prospectus supplement (including any pricing supplement or term sheet) relating to any series of debt securities being offered the aggregate principal amount and the following terms of the debt securities, if applicable:

We may issue debt securities that provide for an amount less than their stated principal amount to be due and payable upon declaration of acceleration of their maturity pursuant to the terms of the indenture. We will provide you with information on the federal income tax considerations and other special considerations applicable to any of these debt securities in the applicable prospectus supplement.

If we denominate the purchase price of any of the debt securities in a foreign currency or currencies or a foreign currency unit or units, or if the principal of and any premium and interest on any series of debt securities is payable in a foreign currency or currencies or a foreign currency unit or units, we will provide you with information on the restrictions, elections, general tax considerations, specific terms and other information with respect to that issue of debt securities and such foreign currency or currencies or foreign currency unit or units in the applicable prospectus supplement.

Transfer and Exchange

Each debt security will be represented by either one or more global securities registered in the name of a clearing agency registered under the Exchange Act, which we refer to as the depositary, or a nominee of the depositary (we will refer to any debt security represented by a global debt security as a “book-entry debt security”), or a certificate issued in definitive registered form (we will refer to any debt security represented by a certificated security as a “certificated debt security”) as set forth in the applicable prospectus supplement. Except as set forth under the heading “Global Debt Securities and Book-Entry System” below, book-entry debt securities will not be issuable in certificated form.

Certificated Debt Securities

You may transfer or exchange certificated debt securities at any office we maintain for this purpose in accordance with the terms of the indenture. No service charge will be made for any transfer or exchange of certificated debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with a transfer or exchange.

You may effect the transfer of certificated debt securities and the right to receive the principal of, premium and interest on certificated debt securities only by surrendering the certificate representing those certificated debt securities and either reissuance by us or the trustee of the certificate to the new holder or the issuance by us or the trustee of a new certificate to the new holder. 

Global Debt Securities and Book-Entry System

Each global debt security representing book-entry debt securities will be deposited with, or on behalf of, the depositary, and registered in the name of the depositary or a nominee of the depositary.

Covenants

We will set forth in the applicable prospectus supplement any restrictive covenants applicable to any issue of debt securities.

No Protection in the Event of a Change of Control

Unless we state otherwise in the applicable prospectus supplement, the debt securities will not contain any provisions which may afford holders of the debt securities protection in the event we have a change in control or in the event of a highly leveraged transaction (whether or not such transaction results in a change in control) which could adversely affect holders of debt securities.

Consolidation, Merger and Sale of Assets

We may not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of our properties and assets to any person, which we refer to as a successor person, unless:

Notwithstanding the above, any of our subsidiaries may consolidate with, merge into or transfer all or part of its properties to us.

Events of Default

“Event of Default” means with respect to any series of debt securities, any of the following:

No Event of Default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an Event of Default with respect to any other series of debt securities. The occurrence of certain Events of Default or an acceleration under the indenture may constitute an event of default under certain indebtedness of ours or our subsidiaries outstanding from time to time.

We will provide the trustee written notice of any Default or Event of Default within 30 days of becoming aware of the occurrence of such Default or Event of Default, which notice will describe in reasonable detail the status of such Default or Event of Default and what action we are taking or propose to take in respect thereof.

If an Event of Default with respect to debt securities of any series at the time outstanding occurs and is continuing, then the trustee or the holders of not less than 25% in principal amount of the outstanding debt securities of that series may, by a notice in writing to us (and to the trustee if given by the holders), declare to be due and payable immediately the principal of (or, if the debt securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series) and accrued and unpaid interest, if any, on all debt securities of that series. In the case of an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding debt securities will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder of outstanding debt securities. At any time after a declaration of acceleration with respect to debt securities of any series has been made, but before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority in principal amount of the outstanding debt securities of that series may rescind and annul the acceleration if all Events of Default, other than the non-payment of accelerated principal and interest, if any, with respect to debt securities of that series, have been cured or waived as provided in the indenture. We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an Event of Default.

The indenture provides that the trustee may refuse to perform any duty or exercise any of its rights or powers under the indenture unless the trustee receives indemnity satisfactory to it against any cost, liability or expense which might be incurred by it in performing such duty or exercising such right or power. Subject to certain rights of the trustee, the holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that series.

No holder of any debt security of any series will have any right to institute any proceeding, judicial or otherwise, with respect to the indenture or for the appointment of a receiver or trustee, or for any remedy under the indenture, unless:

Notwithstanding any other provision in the indenture, the holder of any debt security will have an absolute and unconditional right to receive payment of the principal of, premium and any interest on that debt security on or after the due dates expressed in that debt security and to institute suit for the enforcement of payment.

The indenture requires us, within 120 days after the end of our fiscal year, to furnish to the trustee a statement as to compliance with the indenture. If a Default or Event of Default occurs and is continuing with respect to the securities of any series and if it is known to a responsible officer of the trustee, the trustee shall send to each securityholder of the securities of that series notice of a Default or Event of Default within 90 days after it occurs or, if later, after a responsible officer of the trustee has knowledge of such Default or Event of Default. The indenture provides that the trustee may withhold notice to the holders of debt securities of any series of any Default or Event of Default (except in payment on any debt securities of that series) with respect to debt securities of that series if the trustee determines in good faith that withholding notice is in the interest of the holders of those debt securities.

Modification and Waiver

We and the trustee may modify, amend or supplement the indenture or the debt securities of any series without the consent of any holder of any debt security:

any series;

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Except for certain specified provisions, the holders of at least a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all debt securities of that series waive our compliance with provisions of the indenture. The holders of a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all the debt securities of such series waive any past default under the indenture with respect to that series and its consequences, except a default in the payment of the principal of, premium or any interest on any debt security of that series; provided, however, that the holders of a majority in principal amount of the outstanding debt securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted from the acceleration.

RISK FACTORSDefeasance of Debt Securities and Certain Covenants in Certain Circumstances

Before you investLegal Defeasance

The indenture provides that, unless otherwise provided by the terms of the applicable series of debt securities, we may be discharged from any and all obligations in ourrespect of the debt securities you shouldof any series (subject to certain exceptions). We will be aware that our business faces numerous financial and market risks, including those described below, as well as general economic and business risks. Our securities are speculative, and you should not make an investment in Artelo Biosciences unless you can afford to bearso discharged upon the loss of your entire investment. Prior to making a decision about investing in our common stock, you should carefully consider the risks, uncertainties and assumptions discussed under Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended August 31, 201 9 , as updated by our subsequent filingsirrevocable deposit with the Securitiestrustee, in trust, of money and/or U.S. government obligations or, in the case of debt securities denominated in a single currency other than U.S. dollars, government obligations of the government that issued or caused to be issued such currency, that, through the payment of interest and Exchange Commission,principal in accordance with their terms, will provide money or U.S. government obligations in an amount sufficient in the SEC, underopinion of a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal, premium and interest on and any mandatory sinking fund payments in respect of the Securities Exchange Actdebt securities of 1934, as amended, orthat series on the Exchange Act, which are incorporated herein by reference, togetherstated maturity of those payments in accordance with the information in this prospectus and any other information incorporated by reference into this prospectus. Before you decide whether to invest in our securities, you should carefully consider these risks and uncertainties, together with allterms of the indenture and those debt securities.

This discharge may occur only if, among other information included inthings, we have delivered to the trustee an opinion of counsel stating that we have received from, or incorporatedthere has been published by, reference into this prospectus. The risks and uncertainties identified are not the only risks and uncertainties we face. If anyUnited States Internal Revenue Service a ruling or, since the date of execution of the material risksindenture, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the holders of the debt securities of that series will not recognize income, gain or uncertainties that we face wereloss for United States federal income tax purposes as a result of the deposit, defeasance and discharge and will be subject to occur, you could lose part or all of your investment.United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit, defeasance and discharge had not occurred.

Defeasance of Certain Covenants

The indenture provides that, unless otherwise provided by the terms of the applicable series of debt securities, upon compliance with certain conditions:

USE OF PROCEEDS

No Personal Liability of Directors, Officers, Employees or Shareholders

WeNone of our past, present or future directors, officers, employees or stockholders, as such, will not receivehave any liability for any of our obligations under the proceeds fromdebt securities or the saleindenture or for any claim based on, or in respect or by reason of, such obligations or their creation. By accepting a debt security, each holder waives and releases all such liability. This waiver and release is part of the common stock byconsideration for the selling stockholders named in this prospectus; however, to the extent the selling stockholders exercise the warrants, we will receive the aggregate exercise price from the exerciseissue of the warrants. All proceeds fromdebt securities. However, this waiver and release may not be effective to waive liabilities under U.S. federal securities laws, and it is the resaleview of the shares of our common stock offered by this prospectus will belong to the selling stockholders identified in this prospectus under “Selling Stockholders.”SEC that such a waiver is against public policy.

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SELLING STOCKHOLDERSGoverning Law

The sharesindenture and the debt securities, including any claim or controversy arising out of or relating to the indenture or the securities, will be governed by the laws of the State of New York.

The indenture will provide that we, the trustee and the holders of the debt securities (by their acceptance of the debt securities) irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to the indenture, the debt securities or the transactions contemplated thereby.

The indenture will provide that any legal suit, action or proceeding arising out of or based upon the indenture or the transactions contemplated thereby may be offeredinstituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York, and we, the trustee and the holder of the debt securities (by their acceptance of the debt securities) irrevocably submit to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The indenture will further provide that service of any process, summons, notice or document by mail (to the selling stockholdersextent allowed under any applicable statute or by pledges, donees, transfereesrule of court) to such party’s address set forth in the indenture will be effective service of process for any suit, action or other successorsproceeding brought in interestany such court. The indenture will further provide that receive such shares as a giftwe, the trustee and the holders of the debt securities (by their acceptance of the debt securities) irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or through a private sale or transfer. We may amend or supplement this prospectus from time to time to update information providedother proceeding in the table.

Selling Stockholder	Shares Beneficially	Number of	Shares Beneficially	Percentage of Shares
	Owned Prior to	Shares Being	Owned After	Beneficially Owned
	Offering	Offered	Offering	After Offering (1)
Alinga Capital Fund, L.P. (2)	113,125	28,750	37,500	1.10%
Andrew Yates (3)	3,367	3,367	0	*
ATGC Partners, LLC (4)	3,850	3,850	0	*
Barry Collins (5)	23,735	23,735	0	*
Bernard Bradley (6)	9,375	9,375	0	*
Brady Costello (7)	3,333	3,333	0	*
Brett Nesland (8)	37,500	37,500	0	*
Brian Murphy (9)	7,000	3,333	3,667	*
Candida Del Rosario-Boardman (10)	1,000	1,000	0	*
CB1 Wellness Master Fund LP (11)	32,500	32,500	0	*
Charles M. Natcher (12)	2,500	2,500	0	*
Charles W. Howe (13)	10,000	10,000	0	*
Christopher A. Bellamy (14)	3,333	3,333	0	*
Colum Whelan (15)	3,333	3,333	0	*
David Kaufman (16)	10,000	10,000	0	*
David Moss (17)	249,057	81,731	167,326	4.90%
Don Stangle (18)	60,049	60,049	0	*
Duncan Ley (19)	3,333	3,333	0	*
Eric Baum (20)	15,833	15,833	0	*
Evan Duggan (21)	3,125	3,125	0	*
Five Points Capital Management LLC (22)	17,500	17,500	0	*
GammaQ LLC (23)	76,923	76,923	0	*
Gregory D. Gorgas (24)	257,019	37,019	220,000	6.44%
Jamie Sherry (25)	4,624	4,624	0	*
Jeffery Bergau (26)	5,750	5,750	0	*
John Brady (27)	14,615	11,282	3,333	*
Jon Smith (28)	19,040	19,040	0	*
Justin R. Hone (29)	3,846	3,846	0	*
Loretta Kelly (30)	5,000	5,000	0	*
Malibu Investments, Ltd. (31)	7,693	7,693	0	*
Mark Sockell (32)	6,667	6,667	0	*
Matt Matthews (33)	4,500	4,500	0	*
Michael Donnelly (34)	5,000	5,000	0	*
Michael Hay (35)	8,250	8,250	0	*
Mosetta Nominees (36)	7,179	7,179	0	*
NEOMED Institute (37)	76,297	15,000	61,297	1.79%
Nicholas O’Connor (38)	1,381	1,381	0	*
Patrick Lawlor (39)	10,000	10,000	0	*
Patton Acquisitions Ltd. (40)	3,333	3,333	0	*
Paul Quilkey (41)	113,125	46,875	37,500	1.10%
Prodigious Wealth Limited (42)	125,000	125,000	0	*
Rachel Tubridy (43)	2,500	2,500	0	*
Robert Emmet Bourke (44)	19,575	19,575	0	*
Robert Kelly (45)	15,011	7,693	7,318	*
Robert Morlock (46)	20,432	20,432	0	*
Rudi Neuman (47)	4,413	4,413	0	*
Shawn Bohannan (48)	9,615	9,615	0	*
Steven M. Bathgate (49)	5,000	5,000	0	*
The Colm Egan Pension Fund (50)	7,495	7,495	0	*
Thomas William Corbett (51)	5,144	5,144	0	*
Value of Insight Consulting, Inc. (52)	27,500	27,500	0	*
Windsor Wealth Management (53)	1,563	1,563	0	*
WOCO Limited (54)	7,179	7,179	0	*
WS Investment Company, LLC (55)	19,232	19,232	0	*
Total		899,183

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(1)	Based upon 3,426,276 shares of common stock outstanding as of the close of business on November 21, 2019 (the “Measurement Date”) in accordance with Rule 13d-3 under the Securities Exchange Act of 1934.
(2)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 28,750 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase, and 23,437 shares of our common stock and warrant(s) to purchase a total of 23,438 shares of our common stock held by Paul Quilkey, a principal of Alinga Capital Fund, L.P.
(3)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 1,684 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(4)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 1,925 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(5)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 11,869 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(6)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 4,688 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(7)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 1,667 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(8)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 25,000 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(9)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 3,501 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(10)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 500 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(11)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 16,250 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(12)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 1,250 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(13)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 5,000 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(14)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 1,667 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(15)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 1,667 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(16)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 5,000 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(17)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 40,866 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(18)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 53,750 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(19)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 1,667 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(20)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 7,917 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(21)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 1,563 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(22)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 8,750 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(23)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 38,462 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(24)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 18,510 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(25)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 2,313 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(26)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 2,875 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(27)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 1,667 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(28)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 9,520 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.

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(29)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 1,923 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(30)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 2,500 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(31)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 7,693 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(32)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 3,334 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(33)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 2,250 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(34)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 5,000 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(35)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 4,125 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(36)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 3,590 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(37)	Shares beneficially owned prior to offering do not include any warrant(s) to purchase shares of our common stock.
(38)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 691 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(39)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 5,000 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(40)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 1,667 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(41)	Shares beneficially owned prior to offering includes 23,437 shares of our common stock and warrant(s) to purchase a total of 23,438 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase and warrant(s) to purchase a total of 28,750 shares of our common stock held by Alinga Capital Fund, L.P
(42)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 62,500 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(43)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 1,250 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(44)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 9,788 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(45)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 6,287 shares of our common stock, , of which 3,847 warrants are fully exercisable for up to five (5) years from the date of purchase and 2,440 warrants are fully exercisable for up to three (3) years from the date of purchase.
(46)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 10,217 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(47)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 2,207 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(48)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 4,808 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(49)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 5,000 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(50)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 3,748 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(51)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 2,573 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(52)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 13,750 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(53)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 782 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(54)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 3,590 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.
(55)	Shares beneficially owned prior to offering includes warrant(s) to purchase a total of 9,616 shares of our common stock, which are fully exercisable for up to five (5) years from the date of purchase.

courts specified above and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum.

DESCRIPTION OF WARRANTS

We may issue warrants to purchase preferred stock or common stock. We may offer warrants separately or together with one or more additional warrants, preferred stock or common stock, or any combination of those securities in the form of units, as described in the applicable prospectus supplement. If we issue warrants as part of a unit, the applicable prospectus supplement will specify whether those warrants may be separated from the other securities in the unit prior to the expiration date of the warrants. The applicable prospectus supplement will also describe the following terms of any warrants:

DESCRIPTION OF UNITS

We may issue units comprising two or more securities described in this prospectus in any combination. For example, we might issue units consisting of a combination of common stock and warrants to purchase common stock. The following description sets forth certain general terms and provisions of the units that we may offer pursuant to this prospectus. The particular terms of the units and the extent, if any, to which the general terms and provisions may apply to the units so offered will be described in the applicable prospectus supplement.

Each unit will be issued so that the holder of the unit also is the holder of each security included in the unit. Thus, the unit will have the rights and obligations of a holder of each included security. Units will be issued pursuant to the terms of a unit agreement, which may provide that the securities included in the unit may not be held or transferred separately at any time or at any time before a specified date. A copy of the forms of the unit agreement and the unit certificate relating to any particular issue of units will be filed with the SEC each time we issue units, and you should read those documents for provisions that may be important to you. For more information on how you can obtain copies of the forms of the unit agreement and the related unit certificate, see the section of this prospectus captioned “Where You Can Find More Information.”

The prospectus supplement relating to any particular issuance of units will describe the terms of those units, including, to the extent applicable, the following:

PLANPLAN OF DISTRIBUTION

We may sell securities:

In addition, we may issue the securities as a dividend or distribution or in a subscription rights offering to our existing securityholders.

We may directly solicit offers to purchase securities or agents may be designated to solicit such offers. We will, in the prospectus supplement relating to such offering, name any agent that could be viewed as an underwriter under the Securities Act and describe any commissions that we must pay. Any such agent will be acting on a best efforts basis for the period of its appointment or, if indicated in the applicable prospectus supplement, on a firm commitment basis. This prospectus may be used in connection with any offering of our securities through any of these methods or other methods described in the applicable prospectus supplement.

The selling stockholders and anydistribution of their pledgees, assignees and successors-in-interest the securities may be effected from time to time sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. As of the date of this prospectus, our common stock is trading on Nasdaq and, for so long as our common stock continues trading on that exchange , we expect that sales made in the Nasdaq market will likely be effected on that exchange . As of November 22, 2019, the last reported closing price for our common stock on Nasdaq was $2.83 per share, and as such represented the market price for our common stock as of that date. Sales of the common stock to be registered hereunder could be made at prevailing market prices at the time of the sale, at fixed prices, at negotiated prices, or at varying prices determined at the time of sale. As a result, we cannot know the price at which any of our common stock to be registered hereunder may ultimately be sold by the holders thereof. Shares of our common stock are currently trading on the Nasdaq under the symbol ARTL. The selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:transactions:

	·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;at a fixed price or prices that may be changed from time to time;
	·	block trades in whichat market prices prevailing at the broker-dealer will attempt to sell the shares as agent, but may position and resell a portiontime of the block as principal to facilitate the transaction;sale;
	·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;at prices related to such prevailing market prices; or
	·	an exchange distribution in accordance with the rules of the applicable exchange;at negotiated prices.

Each prospectus supplement will describe the method of distribution of the securities and any applicable restrictions.

The prospectus supplement with respect to the securities of a particular series will describe the terms of the offering of the securities, including the following:

The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we will receive the exercise price of the warrants.

The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule.

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The selling stockholders andIf any underwriters broker-dealers or agents that participateare utilized in the sale of the common stocksecurities in respect of which this prospectus is delivered, we will enter into an underwriting agreement or interests therein may be “underwriters” withinother agreement with them at the meaningtime of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discountssale to them, and commissions under the Securities Act. Selling stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Actwe will be subject toset forth in the prospectus delivery requirements of the Securities Act.

To the extent required, the shares of our common stocksupplement relating to be sold,such offering the names of the selling stockholders,underwriters or agents and the respective purchase prices and public offering prices,terms of the names of any agents, dealer or underwriter, any applicable commissions or discountsrelated agreement with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.them.

In order to comply with the securities laws of some states, if applicable, the common stock may be soldIf a dealer is utilized in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the sharessecurities in respect of which the prospectus is delivered, we will sell such securities to the dealer, as principal. The dealer may then resell such securities to the public at varying prices to be determined by such dealer at the time of resale.

If we offer securities in a subscription rights offering to our existing securityholders, we may enter into a standby underwriting agreement with dealers, acting as standby underwriters. We may pay the standby underwriters a commitment fee for the securities they commit to purchase on a standby basis. If we do not enter into a standby underwriting arrangement, we may retain a dealer-manager to manage a subscription rights offering for us.

Agents, underwriters, dealers and other persons may be entitled under agreements that they may enter into with us to indemnification by us against certain civil liabilities, including liabilities arising under the Securities Act.

WeIf so indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by certain institutions to purchase securities from us pursuant to delayed delivery contracts providing for payment and delivery on the date stated in the prospectus supplement. Each contract will be for an amount not less than, and the aggregate amount of securities sold pursuant to such contracts shall not be less nor more than, the respective amounts stated in the prospectus supplement. Institutions with whom the contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions, but shall in all cases be subject to our approval. Delayed delivery contracts will not be subject to any conditions except that:

The underwriters and other persons acting as agents will not have agreedany responsibility in respect of the validity or performance of delayed delivery contracts.

Certain agents, underwriters and dealers, and their associates and affiliates may be customers of, have borrowing relationships with, engage in other transactions with, and/or perform services, including investment banking services, for us or one or more of our respective affiliates in the ordinary course of business.

In order to indemnifyfacilitate the offering of the securities, any underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the securities or any other securities the prices of which may be used to determine payments on such securities. Specifically, any underwriters may over-allot in connection with the offering, creating a short position for their own accounts. In addition, to cover over-allotments or to stabilize the price of the securities or of any such other securities, the underwriters may bid for, and purchase, the securities or any such other securities in the open market. Finally, in any offering of the securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling stockholders against liabilities, including liabilities underconcessions allowed to an underwriter or a dealer for distributing the Securitiessecurities in the offering if the syndicate repurchases previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. Any such underwriters are not required to engage in these activities and may end any of these activities at any time.

Under Rule 15c6-1 of the Exchange Act, and statetrades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. The applicable prospectus supplement may provide that the original issue date for your securities laws, relatingmay be more than two scheduled business days after the trade date for your securities. Accordingly, in such a case, if you wish to trade securities on any date prior to the registrationthird business day before the original issue date for your securities, you will be required, by virtue of the shares offered by this prospectus.fact that your securities initially are expected to settle in more than three scheduled business days after the trade date for your securities, to make alternative settlement arrangements to prevent a failed settlement.

We have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or (2) the date on which all of the shares may be sold without restriction pursuant to Rule 144 of the Securities Act.

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The securities may be new issues of securities and may have no established trading market. The securities may or may not be listed on a national securities exchange. We can make no assurance as to the liquidity of or the existence of trading markets for any of the securities.

LEGAL MATTERS

Selected legal matters with respect to theThe validity of the securities offered by this prospectus hereby will be passed upon for us by Fennemore Craig, P.C., Reno, Nevada. Additional legal matters may be passed on for us, or any underwriters, dealers or agents by counsel we will name in the applicable prospectus supplement.

EXPERTS

The consolidated financial statements of Artelo Biosciences, Inc. as of August 31, 2019 and 2018  and for each of the two years ended August 31, 2019 and 2018 have been incorporated in this Prospectus by reference herein and into the registration statementAnnual Report on Form 10-K for the year ended December 31, 2022 have been so includedincorporated in reliance on the report (which includes an explanatory paragraph relating to Artelo’s ability to continue as a going concern as described in Note 3 to the financial statements) of MaloneBailey LLP, an independent registered public accounting firm, given onincorporated by reference herein, and upon the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONALMORE INFORMATION

We file annual, quarterly and othercurrent reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, including any amendments to those reports, and otherwww.sec.gov. Copies of certain information we filefiled by us with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act canare also be accessed free of charge at our website at http://www.artelobio.com. Such information is made available on our website as soon as reasonably practicable after we electronically file it withat https://artelobio.com/. Information accessible on or furnish it to the SEC. Information contained onthrough our website is not a part of this prospectus.

This prospectus and any prospectus supplement is part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. You should review the information and exhibits in the registration statement for further information on us and our consolidated subsidiaries and the securities that we are offering. Forms of any indenture or other documents establishing the terms of the offered securities are filed as exhibits to the registration statement of which this prospectus forms a part or under cover of a Current Report on Form 8-K and incorporated in this prospectus by reference. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should read the actual documents for a more complete description of the relevant matters.

INFORMATION INCORPORATEDINCORPORATION BY REFERENCE

The SEC allows us to “incorporateincorporate by reference” into this prospectus reference much of the information that we file with the SEC, which means that we maycan disclose important information to you by referring you to other documents we file separately with the SEC.those publicly available documents. The information that we incorporate by reference in this prospectus is considered ato be part of this prospectus. We herebyBecause we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated by reference in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the following documents previously filed with the SEC:

	·	Artelo’s Annual Report on Form 10-K for the fiscal year ended August 31, 2019 filed on November 25 , 201 9
	·	Artelo’s Current Reports on Form 8-K filed on September 6, 2019 and November 15, 2019; and
	·	Artelo’s description of its common stock set forth in the registration statement on Form 8-A registering the common stock under Section 12 of the Exchange Act filed on June 21, 2019, including any amendments or reports filed for purposes of updating such description.

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Any information in the foregoing documents will automatically be deemed to be modified or superseded to the extent that informationstatements in this prospectus modifies or replaces such information. We also incorporatein any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents listed below and any future filings (other than information furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) madewe make with the SEC pursuant tounder Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (in each case, other than those documents or the portions of those documents furnished pursuant to Items 2.02 or 7.01 of any Current Report on Form 8-K and, except as may be noted in any such Form 8-K, exhibits filed on such form that are related to such information), until we file a post-effective amendmentthe offering of the securities under the registration statement of which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold. Information in such future filings shall be deemed to update and supplement the information provided in this prospectus and any statements in such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC thatforms a part is incorporatedterminated or deemed to be incorporated herein by reference to the extent that the statements in the later filed document modify or replace such earlier statements.completed:

You may obtain from us copiesrequest a copy of the documents incorporated by reference in this prospectus,these filings, at no cost, by requesting them in writing or by telephone at:telephoning us at the following address:

Artelo Biosciences, Inc.

888 Prospect Street,505 Lomas Santa Fe, Suite 210160

La Jolla,Solana Beach, California 9203792075

(760) 943-1689Attn: Investor Relations

(858) 925-7049

You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of this document. Any statement contained in a document incorporated in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or supersedes that statement. Any statement that is modified or superseded will not constitute a part of this prospectus, except as modified or superseded.

Copies of the documents incorporated by reference may also be found on our website at www.artelobio.com. Except with respect to the documents expressly incorporated by reference above which are accessible at our website, the information contained on our website is not a part of, and should not be construed as being incorporated by reference into, this prospectus.

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PART II

899,183 Shares of Common Stock

Offered by Selling Stockholders

Artelo Biosciences, Inc.

Common Stock

PROSPECTUS

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution.Distribution

The following table sets forth estimated expenses in connection with the issuance and distribution of the securities being registered. All amounts shown are estimated.registered:

We have agreed to pay the foregoing expenses and we will not be seeking reimbursement from the selling stockholders._____________________

(1) The registrant has previously registered the offer and sale of $100,000,000 of securities pursuant to a universal shelf Registration Statement on Form S-3 (File No. 333-253917), filed with the Securities and Exchange Commission on January 15, 2020, and was declared effective by the Securities and Exchange Commission on February 3, 2020 (the “Prior Registration Statement”). In connection with the filing of the Prior Registration Statement, the registrant made a contemporaneous fee payment in the amount of $12,980. Of the $100,000,000 of securities registered under the Prior Registration Statement, $77,386,305 of the securities remain unsold (the “Unsold Securities”). The Prior Registration Statement has expired. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $10,044 that has already been paid and remains unused with respect to the Unsold Securities is offset against the registration fee of $8,265 due for this offering.

* These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.

Item 15. Indemnification of Directors and Officers.Officers

The Company’s Articles of Incorporation and Bylaws provide that, to the fullest extent permitted by the laws of the State of Nevada, any officer or director of the Company, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he/she is or was or has agreed to serve at the request of the Corporation as a director, officer, employee or agent of the Corporation, or while serving as a director or officer of the Corporation, is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, partner or manager or similar capacity) of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity. For the avoidance of doubt, the foregoing indemnification obligation includes, without limitation, claims for monetary damages against Indemnitee to the fullest extent permitted under Section 78.7502 of the Nevada Revised Statutes as in existence on the date hereof.

The indemnification provided shall be from and against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such action, suit or proceeding and any appeal therefrom, but shall only be provided if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action, suit or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.

In the case of any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he/she is or was a director, officer, employee or agent of the Corporation, or while serving as a director or officer of the Corporation, is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation unless, and only to the extent that, the Nevada courts or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Nevada courts or such other court shall deem proper.

 

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The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that he/she did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

To the extent that indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. If a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of our company in the successful defense of any action, suit or proceeding) is asserted by any of our directors, officers or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of that issue.

Item 16. Exhibits.Exhibits

________________________

* To be filed, if applicable, by amendment or incorporated by reference pursuant to a Current Report on Form 8-K.

Item 17. Undertakings

(a) Exhibits.The undersigned registrant hereby undertakes:

The exhibits(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement are listed(or the most recent post-effective amendment thereof) which, individually or in the Exhibit Index attached heretoaggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and incorporated by reference herein.any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission, pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than  20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

Item 17. Undertakings.

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provided, however, that paragraphs (l)(a)(1)(i), (l)(a)(1)(ii) and (l)(a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SECCommission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement

(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

statement.

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(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of such undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3S‑3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego,Solana Beach, State of California, on November 25 , 2019.July 6, 2023.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Gregory D. Gorgas as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, including post-effective amendments, and registration statements filed pursuant to Rule 462 under the Securities Act, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully for all intents and purposes as they, he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

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EXHIBIT INDEX

#	Management contracts or compensatory plans, contracts or arrangements.

+	Certain portions of this exhibit have been omitted.

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