FORWARD-LOOKING STATEMENTS

These statements contain 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 section 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 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 U.S. and in non-U.S. 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 develop and maintain our corporate infrastructure,
        including our internal controls;
    ·   our ability to develop innovative new product candidates; and
    ·   our financial performance.




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In addition, you should refer to the "Risk Factors" section for a discussion of other important factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements. 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.

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 (US$) and are prepared in accordance 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 United States dollars 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 are a clinical stage biopharmaceutical company focused on developing and commercializing treatments intended to modulate endogenous signalling 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 is highly experienced and has 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 and represents a comprehensive approach in utilizing the power of the ECS to develop pharmaceuticals for patients with unmet healthcare needs. We are currently developing a G protein-coupled receptor (GPCR) targeting synthetic small molecule program, ART27.13, as a treatment for anorexia associated with cancer in a planned Phase 1b/2a trial, ART26.12, which is a small molecule inhibitor of Fatty Acid Binding Protein 5 (FABP5), being studied both as a cancer therapeutic and in anxiety-related disorder, including post-traumatic stress disorder, and ART12.11, a solid-state composition of cannabidiol ("CBD cocrystal"). The global coronavirus pandemic, COVID-19 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.





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We are currently developing two patent protected product candidates that we obtained through our in-licensing activities. Our first program is a synthetic, small molecule GPCR agonist program, ART27.13, being developed for cancer-related anorexia. ART27.13 is a peripherally-restricted high-potency dual CB1 and CB2 receptor agonist, which was originally developed by AstraZeneca plc ("AstraZeneca"). We have exercised our option to exclusively license this product candidate through the NEOMED Institute, a Canadian not-for-profit corporation, renamed adMare in June 2019 ("NEOMED"). 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 U.K. 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 are expecting to commence enrollment in our Phase 1b/2a clinical study of cancer-related anorexia with ART27.13 in January 2021. At present we do not foresee a delay due to the impact of 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.

Our second in-licensed program is a platform of small-molecule inhibitors of fatty acid binding protein 5 ("FABP5"), based upon research conducted at Stony Brook University ("SBU") which we have designated ART26.12. To date, SBU has received nearly $4 million in funding from the National Institutes of Health to develop these candidates and in February 2020 SBU was awarded a $4.2 million grant 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 has 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 a highly specific and potent small molecule inhibitor of FABP5. In addition to its potential as a synthetic endocannabinoid modulator, FABP5 is also 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 and have subsequently identified a potential role for FABP5 inhibition to treat anxiety disorders, such as Post Traumatic Stress Disorder, or 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 cancer focussed. The program is in the final stages of lead optimization, and we plan to initiate regulatory enabling studies thereafter. We anticipate clinical studies in cancer could begin in the second half of 2022 depending on the ongoing impact of COVID-19. 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 ART12.11, a proprietary cocrystal composition of CBD. The crystal structure of cannabidiol ("CBD") is known to exhibit polymorphism, or the ability to manifest in different forms. Polymorphism can adversely affect stability, dissolution, and bioavailability of a drug product and thus affect its quality, safety, and efficacy. We believe our cocrystal exists as a single crystal form and as such is anticipated to have advantages over other 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 bioavailability and may lead to improved safety and efficacy.

Presently, we have one U.S. patent, one U.S. 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 should 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 Inflammatory Bowel Disease (IBD), PTSD, and other indications.





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We are developing our product candidates in accordance with traditional drug development standards and will make them available to the general public via prescription or physician orders only after obtaining marketing authorization from a regulatory authority, such as the U.S. 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 - Synthetic Anorexia associated  Entering Phase 1b/2a Cancer anorexia
GPCR Agonist         with cancer                               cachexia syndrome:
                                                               $2 billion
ART26.12 - FABP5     Prostate cancer and  Pre-clinical         Prostate cancer: $9
inhibitor            Breast cancer and                         billion
                     Post-Traumatic                            Breast cancer: $18
                     Stress Disorder                           billion
                     (PTSD)                                    PTSD: $7 billion

ART12.11 - Synthetic Inflammatory Bowel   Pre-clinical         IBD: $7 billion
CBD Cocrystal        Disease (IBD) and                         PTSD: $7 billion
                     Post-Traumatic
                     Stress Disorder
                     (PTSD)




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 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 the cannabis plant ("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: pain, inflammation, anorexia, and cancer.





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Business Strategy


Our objective is to develop and commercialize ethical pharmaceutical products that provide physicians access to the therapeutic potential of modulators of the ECS and related signaling pathways for their patients. We intend to pursue technologies and compounds that offer promising therapeutic approaches to known and validated signaling pathways, 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, 2020 and 2019, should be read in conjunction with our interim financial statements, as included in this Form 10-Q and our audited financial statements for the year ended August 31, 2020, as included in Form 10-K filed with the SEC on November 4, 2020.

We do not have any revenue. We classify our operating expenses into research and development, professional fees, and selling, 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.

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities, but we cannot guarantee that we will be able to achieve same.





The following table provides selected financial data as of November 30, 2020 and
August 31, 2020.



                        November 30,      August 31,
                            2020             2020           Change

Cash                   $    7,388,686     $ 2,142,072     $ 5,246,614
Total Assets           $    9,539,343     $ 4,376,862     $ 5,162,481
Total Liabilities      $      485,617     $   502,177     $   (16,560 )
Stockholders' Equity   $    9,053,726     $ 3,874,685     $ 5,179,041




Balance Sheet Data


We have not generated any revenues since inception through November 30, 2020. The increase in cash was primarily due to a public offering in October 2020.





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For the Three Months Ended November 30, 2020 Compared to the Three Months Ended
November 30, 2019



                                                   Three months ended
                                                      November 30,
                                                  2020             2019           Change
Operating Expenses
General and administrative expense            $    395,875     $    403,159     $   (7,284 )
Professional fees                                  444,652          266,227        178,425
Research and development                           594,625          666,938        (72,313 )
Depreciation                                            60              124            (64 )
Total Operating Expenses                         1,435,212        1,336,448         98,764
Loss from Operations                            (1,435,212 )     (1,336,448 )      (98,764 )
Other income                                           567              586            (19 )
Change in fair value of derivative
liabilities                                              -           29,501        (29,501 )
Net Loss                                      $ (1,434,645 )   $ (1,306,361 )   $ (128,284 )

Our operating expenses, for the three months ended November 30, 2020 were $1,435,212 compared to $1,336,448 for the same period in 2019. Our operating expenses were primarily related to professional fees for ongoing regulatory requirements, research and development and general and administrative expenses. The increase in operating expenses was primarily due to an increase in professional fees related to accounting fees incurred to analyse and improve the current control environment, legal costs associated with intellectual property, and costs incurred in relation with the change to a new transfer agent. Change in fair value of derivatives was $0 for the three months ended November 30, 2020, compared to a gain of $29,501 for the three months ended November 30, 2019, as for the three months ended November 30, 2020, the price protection clause associated with the previously issued Series E private offering was no longer in effect.

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 $1,434,645 and $1,306,361 for the quarters ended November 30, 2020 and 2019, respectively. As of November 30, 2020, we had cash and cash equivalents of $7,388,686. 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, 2020, we had an accumulated deficit of $10,900,263 and working capital of $7,014,124. In October 2020 we raised $6,578,553 in net proceeds through a public offering. We believe our cash and cash equivalents may not be sufficient to fund our operations for at least the next 12 months following filing date of this Quarterly Report on Form 10-Q.





Working Capital



                       November 30,      August 31,
                           2020             2020           Change
Current Assets        $    7,499,741     $ 2,337,199     $ 5,162,542
Current Liabilities          485,617         502,177         (16,560 )
Working Capital       $    7,014,124     $ 1,835,022     $ 5,179,102




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