false 0001537561 0001537561 2023-09-21 2023-09-21
--09-30
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): September 21, 2023
 
ARCH THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
000-54986
46-0524102
(State or other jurisdiction
(Commission
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
     
235 Walnut Street, Suite 6
Framingham, Massachusetts
01702
(Address of principal executive offices) 
(Zip Code)
 
Registrant’s telephone number, including area code:
(617) 431-2313
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
N|A
 
N|A
 
N|A
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 

 
Item 3.03 Material Modification to the Rights of Security Holders.
 
The information contained in Item 5.03 below is incorporated by reference into this Item 3.03.
 
 
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On September 21, 2023, the Company amended its Articles of Incorporation by filing a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of Nevada to increase the total number of authorized shares of common stock, par value $0.001 per share, from 12,000,000 to 350,000,000, and to authorize 5,000,000 shares of “blank check” preferred stock, par value $0.001 per share. The Certificate of Amendment was authorized by the Board of Directors on July 18, 2023, and the amendments to the Company’s Articles of Incorporation were approved by the Company’s stockholders on August 22, 2023.
 
The foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit 3.1, and is incorporated herein by reference.
 
Item 9.01        Financial Statements and Exhibits.
 
(d) Exhibits
 
As described above, the following exhibits are being filed herewith:
 
Exhibit No.
 
Description
     
3.1
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).
     
 
 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
ARCH THERAPEUTICS, INC.
 
       
       
Dated: September 27, 2023 
By:
/s/ Terrence W. Norchi, M.D.
 
   
Name: Terrence W. Norchi, M.D.
Title: President, Chief Executive Officer
 
 
 
 

Exhibit 3.1

 

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a2.jpg

 

 

 

a3.jpg

 

 
v3.23.3
Document And Entity Information
Sep. 21, 2023
Document Information [Line Items]  
Entity, Registrant Name ARCH THERAPEUTICS, INC.
Current Fiscal Year End Date --09-30
Document, Type 8-K
Document, Period End Date Sep. 21, 2023
Entity, Incorporation, State or Country Code NV
Entity, File Number 000-54986
Entity, Tax Identification Number 46-0524102
Entity, Address, Address Line One 235 Walnut Street, Suite 6
Entity, Address, City or Town Framingham
Entity, Address, State or Province MA
Entity, Address, Postal Zip Code 01702
City Area Code 617
Local Phone Number 431-2313
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001537561

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