ARTELO BIOSCIENCES, INC. (OTCMKTS:ARTL) Files An 8-K Entry into a Material Definitive Agreement

ARTELO BIOSCIENCES, INC. (OTCMKTS:ARTL) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01 Entry into a Material Definitive Agreement.

Exclusive License Agreement

On May 2, 2017, Artelo Biosciences, Inc. (the
Company) entered into an Exclusive Patent
License Agreement (the License Agreement) with
Analog Biosciences, Inc. (Analaog) to which the
Company obtained an exclusive license to a provisional patent
application, and any patent issued on such patent application,
related to a combination product strategy to produce a synergy
with cannabidiol (the Invention), which was
previously assigned to Analog. to the terms of the License
Agreement, the Company will have the exclusive right to use and
sublicense the Invention, for which it will pay Analog a
percentage of any sales, an earned royalty and certain other
payments. The License Agreement will remain in effect through the
life of the Invention and may be terminated by either party as
set forth in the License Agreement.

The foregoing is a summary description of certain terms of the
License Agreement and does not purport to be complete, and it is
qualified in its entirety by reference to the full text of the
License Agreement, a redacted copy of which is attached hereto as
Exhibit 10.1 and is incorporated herein by
reference.

Indemnification Agreement

On May 2, 2017, the Company entered into an Indemnification
Agreement (the Indemnification Agreement) with
its newly elected directors, Connie Matsui and Steven Kelly, who
were appointed to the Companys Board of Directors (the
Board) on the same date.

to the Indemnification Agreement, the Company agreed to indemnify
Ms. Matsui and Mr. Kelly against all expenses, liability and
loss, subject to certain limitations, arising out of their
respective duties with the Company. The Indemnification Agreement
provides indemnification in addition to the indemnification
provided by the Companys certificate of incorporation and by-laws
and by applicable law. Among other things, the Indemnification
Agreement expressly provides indemnification for Ms. Matsui and
Mr. Kelly for expenses, liability and loss (actually or
reasonably incurred by each of them in connection with the
investigation, defense, settlement or appeal of any proceeding
relating to their respective duties with the Company. In
addition, the Company has agreed to advance expenses, subject to
certain limitations, incurred by Ms. Matsui and Mr. Kelly in
connection with the investigation, defense, settlement or appeal
of any proceeding to which they are a party or are threatened to
be made a party as a result of their respective duties with the
Company.

The foregoing is a summary description of certain terms of the
Indemnification Agreement and does not purport to be complete,
and it is qualified in its entirety by reference to the full text
of the Indemnification Agreement, a copy of which is attached
hereto as Exhibit 10.2 and is incorporated
herein by reference.

Note Repayment Agreement

On May 4, 2017, the Company entered into a Note Repayment
Agreement (the Repayment Agreement) with Malibu
Investments Limited (Malibu), to which the
Company agreed to repay $31,500, representing all of the
principal and accrued interest the Company owed Malibu under a
Senior Promissory Note dated November 18, 2016, in the principal
amount of $30,000.

The foregoing is a summary description of certain terms of the
Repayment Agreement and does not purport to be complete, and it
is qualified in its entirety by reference to the full text of the
Repayment Agreement, a copy of which is attached hereto as
Exhibit 10.3 and is incorporated herein by
reference.

Stock Purchase Agreement

On May 4, 2017, Peter OBrien, the Companys majority shareholder,
a member of its Board and its Senior Vice President European
Operations and the Company entered into a Stock Purchase
Agreement (the Stock Purchase Agreement) with
David Moss to which Mr. OBrien sold three million shares of the
Companys stock owned by him for $3,000. to the terms of the Stock
Purchase Agreement, the Company granted Mr. Moss demand
registration rights for the shares purchased.

The foregoing is a summary description of certain terms of the
Stock Purchase Agreement and does not purport to be complete, and
it is qualified in its entirety by reference to the full text of
the Stock Purchase Agreement, a copy of which is attached hereto
as Exhibit 10.4 and is incorporated herein by
reference.

Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

Effective as of May 2, 2017, the Board increased its size from
two members to four members and appointed Connie Matsui as a
member of the Board and the Chair of the Board and Steven Kelly
as a member of the Board to serve in such capacity for a period
of four years, subject to their earlier resignation or removal.

Connie Matsui. Ms. Matsui brings to her
role over 16 years of general management experience in the
biotechnology industry. Ms. Matsui retired from Biogen Idec in
January 2009 as Executive Vice President, Knowledge and
Innovation Networks. She served as an Executive Committee member
at both Biogen Idec and IDEC Pharmaceuticals, a predecessor of
Biogen Idec. Among the major roles she held after joining IDEC in
November 1992 were: Senior Vice President, overseeing investor
relations, corporate communications, human resources, project
management and strategic planning; Collaboration Chair for the
late stage development and commercialization of rituximab
(tradenames: Rituxan, MabThera) in partnership with Roche and
Genentech; and Project Leader for Zevalin, the first
radioimmunotherapy approved by the FDA. Prior to entering the
biotechnology industry, Ms. Matsui worked for Wells Fargo Bank in
general management, marketing and human resources. Ms. Matsui
currently serves as the Chair of the Board at Halozyme and has
been active on a number of not-for-profit boards. She was
National President/Board Chair of the Girl Scouts of the USA from
1999 to 2002. Ms. Matsui earned BA and MBA degrees from Stanford
University.

Steven Kelly. Mr. Kelly brings nearly
thirty years of experience in Pharma/Biotech at all phases of the
business across multiple therapeutic categories. Since 2012, Mr.
Kelly has been the principal of Kelly BioConsulting, LLC, and
serves as an independent consultant providing strategic direction
and guidance to a variety of life sciences companies. Most
recently, Mr. Kelly was the founding CEO of Pinteon Therapeutics,
an early stage Oncology and CNS development company. Prior to
this he held a number of leadership positions in the
biotechnology industry including: CEO, Theracrine; CCO, BioVex;
CEO, Innovive Pharmaceuticals; as well as various commercial and
manufacturing roles at Sanofi, IDEC Pharmaceuticals and Amgen.
Mr. Kelly holds a BS from University of Oregon and an MBA from
Cornell University.

There are no arrangements or understandings between either Ms.
Matsui or Mr. Kelly and any person to which they were selected as
a director, and there are no actual or proposed transactions
between any of Ms. Matsui, Mr. Kelly or any of their related
persons and the Company that would require disclosure under Item
404(a) of Regulation S-K (17 CFR 229.404(a)) in connection with
their respective appointments as a director of the Company.

As compensation for their service, the Company has agreed to
issue 120,000 shares of the Companys common stock to Ms. Matsui
and 100,000 shares of the Companys common stock to Mr. Kelly,
which vest in equal installments over a four year period, subject
to their continued service to the Company. The Company intends to
compensate its Board members at a rate of $15,000-$20,000 per
year beginning in their second year of service and at a rate of
$20,000-$30,000 each year thereafter, subject to Board approval.
The Company has agreed to reimburse Board members for any
reasonable expenses incurred by them in connection with any
travel requested by and on behalf of the Company.

Item 8.01 Other Events.

On May 2, 2017, the Companys website officially went live;
interested parties may view the website at www.artelobio.com.

Investors and others should note that the Company announces
material financial information to its investors using SEC filings
and press releases. The Company uses its website to communicate
with subscribers, shareholders and the public about the Company,
its ongoing research and development, and other corporate matters
that are in the public domain. The Company encourages investors,
the media, and others interested in the Company to review the
information posted on the website.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Exclusive License Agreement between Artelo Biosciences,
Inc. and Analog Sciences, Inc.

10.2

Form of Indemnification Agreement

10.3

Note Repayment Agreement between Artelo Biosciences, Inc.
and Malibu Investments Limited

10.4

Stock Purchase Agreement dated May 4, 2017

_______________

Confidential treatment has been requested with respect to certain
portions of this exhibit. Omitted portions have been filed
separately with the Securities and Exchange Commission.


About ARTELO BIOSCIENCES, INC. (OTCMKTS:ARTL)

Artelo Biosciences, Inc., formerly Reactive Medical Inc., is focused on becoming a specialty biopharmaceutical company. The Company intends to license, develop and commercialize novel cannabinoid therapeutic treatments for unmet medical needs. It intends to develop its own drugs and delivery methods by conducting clinical efforts through existing and new contracted research collaborations. As of April 14, 2017, the Company had not generated any revenue.

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