FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that are based on management's beliefs and assumptions and on information currently available to management. Some of the statements in the sections captioned "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business," and elsewhere contain forward-looking statements. In some cases, you can identify these statements by terms such as "anticipate," "believe," "could," "estimate," "expects," "intend," "may," "plan," "potential," "predict," "project," "should," "will," "would" or the negative of these terms or other comparable expressions that convey uncertainty of future events or outcomes, although not all forward-looking statements contain these terms.

These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:





    ·   our plans to obtain funding for our operations, including funding
        necessary to develop, manufacture and commercialize our product
        candidates;
    ·   the ability of any current and future funding to meet our capital
        requirements;
    ·   the expected timing of the initiation and completion of our clinical
        studies;
    ·   the size and growth of the markets for our product candidates;
    ·   our commercialization, marketing, and manufacturing capabilities and
        strategies;
    ·   any impact of the global COVID­19 pandemic, or responses to the pandemic,
        on our business, clinical trials or personnel;
    ·   our ability to compete with companies currently producing alternative
        treatment methods;
    ·   the cost, timing and outcomes of any potential litigation involving our
        product candidates;
    ·   regulatory developments in the US and in non-US countries;
    ·   the development, regulatory approval, efficacy and commercialization of
        competing product candidates;
    ·   our ability to retain key scientific or management personnel;
    ·   the scope of protection we are able to establish and maintain for
        intellectual property rights covering our products and technology;
        the terms and conditions of licenses granted to us and our ability to
    ·   license additional intellectual property related to our product
        candidates, as appropriate;
    ·   our expectations regarding our ability to obtain and maintain
        intellectual property protection for our product candidates;
    ·   potential claims related to our intellectual property;
    ·   the accuracy of our estimates regarding expenses, future revenue, capital
        requirements and needs for additional financing;
    ·   our ability to regain compliance with applicable stock exchange listing
        requirements;
    ·   our ability to develop and maintain our corporate infrastructure,
        including our internal controls;
    ·   our ability to develop innovative new product candidates; and
    ·   our financial performance.



Details about risks, uncertainties and assumptions that could affect various aspects of our business are included throughout our Annual Report on Form 10-K for the fiscal year ended August 31, 2021, and are also described from time to time in other filings with the SEC. Investors should carefully consider all of these risks, and should pay particular attention to Item 1A, "Risk Factors," and Item 7 under "Critical Accounting Policies" of our Annual Report on Form 10-K for the fiscal year ended August 31, 2021. As a result of these factors, we cannot assure you that the forward-looking statements will prove to be accurate. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.






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In addition, statements such as "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 filing, and while 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 an exhaustive 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.

Our unaudited financial statements are stated in United States Dollars ("USD") and are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in USD and all references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our" and "our company" mean Artelo Biosciences, Inc., and our wholly-owned subsidiaries, Trinity Reliant Ventures Limited, in Ireland, Artelo Biosciences Limited, in England and Wales, and Artelo Biosciences Corporation, in Canada, unless otherwise indicated.





General Overview



We incorporated in the State of Nevada on May 2, 2011, and are presently based in San Diego County, California. We are a clinical stage biopharmaceutical company focused on the development of therapeutics that target lipid-signaling pathways, including the endocannabinoid system (the "ECS"), a family of receptors and neurotransmitters that form a biochemical communication network throughout the body. Our board of directors and management team are highly experienced and have a successful history of development, regulatory approval and commercialization of pharmaceuticals.

Our product candidate pipeline broadly leverages leading scientific methodologies, balances risk across mechanism of action, and stages of development. Our programs represent a comprehensive approach in utilizing the power and promise of lipid signaling to develop pharmaceuticals for patients with unmet healthcare needs. We are currently developing a cannabinoid agonist G protein-coupled receptor ("GPCR") targeting synthetic small molecule program, ART27.13, as a potential treatment for anorexia associated with cancer in a Phase 1b/2a trial, designated CAReS (Cancer Appetite Recovery Study). Our second program, ART26.12 is a small molecule platform of inhibitors of fatty acid binding proteins, notably Fatty Acid Binding Protein 5 ("FABP5"), being studied both as a cancer therapeutic and in anxiety-related disorders, including post-traumatic stress disorder. In addition, we are also advancing ART12.11, our patented solid-state composition of cannabidiol ("CBD cocrystal"). The COVID-19 pandemic has created uncertainties in the expected timelines for clinical stage biopharmaceutical companies such as us, and because of such uncertainties, we are unable to predict our expected timelines with any degree of certainty at this time.

We are currently developing two patent protected product candidates that we obtained through our in-licensing activities. Our first program, ART27.13, is being developed for cancer-related anorexia. ART27.13 and is a peripherally-restricted high-potency dual CB1 and CB2 receptor full-receptor agonist, which was originally invented at AstraZeneca plc ("AstraZeneca"). We exercised our option to exclusively license this product candidate through the NEOMED Institute ("NEOMED"), a Canadian not-for-profit corporation, renamed adMare in June 2019. In Phase 1 single dose studies in healthy volunteers and a multiple ascending dose study in individuals with chronic low back pain conducted by AstraZeneca, ART27.13 exhibited an attractive pharmacokinetic and absorption, distribution, metabolism, and excretion profile and was well tolerated within the target exposure range. It also exhibited dose-dependent and potentially clinically meaningful increases in body weight. Importantly, the changes in body weight were not associated with fluid retention or other adverse effects and occurred at exposures without central nervous system ("CNS") side effects. Discussions with UK, US and Canadian regulators indicate there is a potential pathway for development of ART27.13 for the treatment of cancer-related anorexia, which affects approximately 60% of advanced stage cancer patients.

We commenced enrollment and dosed the first patient in CAReS, our Phase 1b/2a clinical study of cancer-related anorexia with ART27.13 in April 2021. We have been enrolling patients steadily since that time and we expect to communicate clinical results from the first phase of CAReS by the end of the first quarter 2022. At present we do not foresee ongoing significant impacts due to COVID-19; however, 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.






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Our second in-licensed program is a platform of small-molecule inhibitors of fatty acid binding proteins, notably FABP5 acquired from Stony Brook University ("SBU"), which we have designated ART26.12. To date, SBU has received approximately $8.0 million in funding from the National Institutes of Health to develop these 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, the high degree of sequence and structural similarities among family members have made the creation of drugs targeting specific FABPs challenging. FABP5 is believed to specifically target and regulate one of the body's endogenous cannabinoids, anandamide ("AEA"). While searching for a FABP5 inhibitor to regulate AEA, researchers at SBU discovered the chemistry for creating what we believe to be highly specific and potent small molecule inhibitors of FABP5. In addition to its potential as a synthetic endocannabinoid modulator, FABP5 plays an important role in lipid signaling and is believed to be an attractive target for cancer drug development. Large amounts of human biomarker and animal model data support FABP5 as an oncology target, including triple negative breast cancer and castration-resistant prostate cancer. We licensed exclusive world-wide rights to these inhibitors from 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"), and have filed a patent with method claims covering the use in psychological disorders. 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. While anxiety, pain, and inflammation are in early research stage, the potential use in treating cancer is our current focus. The program is in the beginning stages of regulatory-enabling studies. We anticipate clinical studies in cancer could begin in early 2023 depending, in part, on the ongoing impact of the COVID-19 pandemic and the ability of selected contract research organizations to perform required studies. The COVID-19 global pandemic has created uncertainties in the expected timelines for clinical stage biopharmaceutical companies such as us, and because of such uncertainties, we are unable to accurately predict our expected timelines at this time.

In addition to our in-licensed programs, we have internal discovery research initiatives which resulted in the invention of ART12.11, a proprietary cocrystal composition of cannabidiol ("CBD"). The crystal structure of CBD is known to exhibit solid polymorphism, or the ability to manifest in different forms. Polymorphism can adversely affect stability, dissolution, and bioavailability of a drug product and thus may affect its quality, safety, and efficacy. Based upon our research, we believe our cocrystal exists as a single crystal form and as such is anticipated to have advantages over other solid forms of CBD that exhibit polymorphism. Anticipated advantages of this single crystal structure include improved stability, solubility, and a more consistent absorption profile. We believe these features will result in more consistent and improved bioavailability and may ultimately lead to improved safety and efficacy.

Presently, we have one US patent, one US patent application, and two foreign patent applications directed to our cocrystal composition of CBD. Composition claims are generally known in the pharmaceutical industry as the most desired type of intellectual property and are expected to provide for long lasting market exclusivity for our synthetic CBD cocrystal drug product candidate. In addition, due to the reasons outlined above, we believe that our synthetic CBD cocrystal will have superior pharmaceutical properties compared to non-cocrystal CBD products under development at other competing companies to treat cancer, Inflammatory Bowel Disease ("IBD"), PTSD, and other potential indications.

We are developing our product candidates in accordance with traditional federally regulated drug development standards and expect to make them available to patients via prescription or physician orders only after obtaining marketing authorization from a regulatory authority, such as the US Food and Drug Administration (the "FDA"). Our management team has experience developing and commercializing ethical pharmaceutical products, including several first-in-class therapeutics. Based upon our current management's capabilities and the future talent we may attract, we expect to retain rights to internally develop and commercialize products; however, we may seek collaborations with partners in the biopharmaceutical industry when that strategy serves to maximize value for our stockholders.





Product Candidate Pipeline:



Product Candidate Target Indications Development Phase Market Size ART27.13 - Anorexia associated with Clinical Cancer anorexia Synthetic cancer

                                        cachexia syndrome:
Cannabinoid                                                      >$2 billion

Agonist


ART26.12 - FABP5   Prostate cancer and Breast  Pre-clinical      Prostate cancer:
inhibitors         cancer and Post-Traumatic                     $9 billion
                   Stress Disorder (PTSD)                        Breast cancer: $18
                                                                 billion
                                                                 PTSD: $7 billion
ART12.11 -         Inflammatory Bowel Disease  Pre-clinical      IBD: $7 billion
Synthetic CBD      (IBD), Post-Traumatic                         PTSD: $7 billion
Cocrystal          Stress Disorder (PTSD), and
                   other potential indications
                   including cancer





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Background


The ECS is composed of cannabinoid receptors, endogenous receptor ligands ("endocannabinoids") and their associated transporter mechanisms, as well as enzymes responsible for the synthesis and degradation of endocannabinoids and has emerged as a considerable target for pharmacotherapy approaches of numerous human diseases. As a widespread modulatory and lipid-signaling system, the ECS plays important roles in the CNS, development, synaptic plasticity, and the response to endogenous and environmental factors.

The modulation of the ECS can be affected by using selective or non-selective agonists, partial agonists, inverse agonists, and antagonists of the cannabinoid receptors, CB1 and CB2. The CB1 receptor is distributed in brain areas associated with motor control, emotional responses, motivated behavior and energy homeostasis. In the periphery, CB1 is ubiquitously expressed in the adipose tissue, pancreas, liver, gastrointestinal tract, skeletal muscles, heart and the reproductive system. The CB2 receptor is mainly expressed in the immune system regulating its functions and is upregulated in response to tissue stress or damage in most cell types. The ECS is therefore involved in pathophysiological conditions in both the central and peripheral tissues.

The actions of endogenous ligands can be enhanced or attenuated by targeting mechanisms that are associated with their transport within the cellular and extra cellular matrix as well as their synthesis and breakdown. Small molecule chemical modulators of the ECS can be derived from plants ("phytocannabinoids"), can be semi-synthetic derivatives of phytocannabinoids or endocannabinoids, or can be completely synthetic new chemical entities. We plan to develop approaches within our portfolio that address receptor binding and endocannabinoid transport modulation using only synthetic new chemical entities. Future approaches may also involve targeting synthesis or breakdown enzymes.

ECS targeting cannabinoid-based medicines are already approved and used to treat numerous medical conditions. The ECS is further implicated in many disease states within the peer reviewed literature including conditions which involve the regulation of food intake, central nervous system, pain, cardiovascular, gastrointestinal, immune and inflammation, behavioral, antiproliferative and reproductive functions. These areas of ECS pathophysiology are aligned with our therapeutic areas of focus: anxiety, pain, inflammation, anorexia, and cancer.





Business Strategy


Our objective is to develop and commercialize ethical pharmaceutical products that provide physicians access to the therapeutic potential lipid signaling of modulators, including modulating the ECS. We intend to pursue technologies and compounds that offer promising therapeutic approaches to known and validated signaling pathways, specifically lipid signaling and including compounds that promote the effectiveness of the ECS.





Results of Operations


The following summary of our results of operations, for the three months ended November 30, 2021, and 2020, should be read in conjunction with our interim unaudited financial statements, as included in this Form 10-Q and our audited financial statements for the year ended August 31, 2021, as included in Form 10-K filed with the SEC on November 29, 2021.

We do not have any revenue. We classify our operating expenses into research and development, and general and administrative expenses. Research and development expense consists of expenses incurred while performing research and development activities to discover and develop our product candidates. This includes conducting preclinical studies and clinical trials, development efforts and activities related to regulatory filings for product candidates. We recognize research and development expenses as they are incurred. Our research and development expense primarily consists of costs incurred in research and development partnerships, preliminary studies, development of potential intellectual property, and research initiatives.





The following table provides selected financial data as of November 30, 2021,
and August 31, 2021.



                        November 30,       August 31,
                            2021              2021          Change
(In thousands)
Cash                   $       14,047     $      6,629     $  7,418
Total Assets           $       29,004     $     12,635     $ 16,369
Total Liabilities      $          718     $        593     $    125
Stockholders' Equity   $       28,286     $     12,042     $ 16,244





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Balance Sheet Data


The increase in cash was primarily due to issuance of common stock in connection with the Company's at-the-market equity program during the three months ended November 30, 2021.





For the Three Months Ended November 30, 2021, Compared to the Three Months Ended
November 30, 2020



                                       Three months ended
                                          November 30,
(In thousands)                          2021          2020        Change
Operating Expenses
General and administrative expense   $    1,279     $    841     $    438
Research and development                  1,273          595          678
Total Operating Expenses                  2,552        1,436        1,116
Loss from Operations                     (2,552 )     (1,436 )     (1,116 )
Other income                                  4            1            3
Net Loss                             $   (2,548 )   $ (1,435 )   $ (1,113 )

We have not generated any revenues since inception through November 30, 2021.

Our operating expenses, for the three months ended November 30, 2021, was $2.552 million compared to $1.436 million for the same period in 2020. Our operating expenses were the result of research and development, and general and administrative expenses, including professional fees for ongoing regulatory requirements. The increase in general and administrative expenses and research and development expenses were primarily due to increases in payroll and director compensation including stock-based compensation and an increase in subcontractor expenditures relating to the Company's ART27.13 clinical trials.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis.

We incurred a net loss of $2.548 million and $1.435 million for the three months ended November 30, 2021, and 2020, respectively. As of November 30, 2021, we had cash and cash equivalents of $14.047 million and marketable securities of $12.318 million. We anticipate that operating losses and net cash used in operating activities will increase over the next few years as we advance our programs under development.

As of November 30, 2021, we had an accumulated deficit of $19.451 million and working capital of $24.696 million. During the three months ended November 30, 2021, the Company issued 17,774,310 shares of common stock at an average price of $1.06 per share in connection with the Company's at-the-market equity program for proceeds, net of commission and fees, of $18.262 million. We believe our cash and cash equivalents and marketable securities will be sufficient to fund our operations into the second half of 2023.





Working Capital



                       November 30,       August 31,
(In thousands)             2021              2021          Change
Current Assets        $       25,355     $     10,317     $ 15,038
Current Liabilities              659              526          133
Working Capital       $       24,696     $      9,791     $ 14,905

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