Form 8-K - Current report
13 January 2024 - 8:30AM
Edgar (US Regulatory)
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0001537561
0001537561
2024-01-09
2024-01-09
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): January 9, 2024
ARCH THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Nevada
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000-54986
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46-0524102
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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235 Walnut Street, Suite 6
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Framingham, Massachusetts
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01702
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(Address of principal executive offices)
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(Zip Code)
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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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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N|A
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N|A
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N|A
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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 4.01 Changes in Registrant’s Certifying Accountant
On January 9, 2024, the Audit Committee of the Board of Directors (the “Audit Committee”) of Arch Therapeutics, Inc. (the “Company”) dismissed Baker Tilly US, LLP (“Baker Tilly”) as the Company’s independent registered public accounting firm, effectively immediately.
The reports of Baker Tilly on the Company’s consolidated financial statements for the fiscal years ended September 30, 2022 and 2021 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles except that, the reports on the consolidated financial statements of the Company as of and for the years ended September 30, 2022 and 2021, each contained a separate explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.
During the fiscal years ended September 30, 2022 and 2021 and the subsequent interim period through January 9, 2024, there have been no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Baker Tilly on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Baker Tilly, would have caused Baker Tilly to make reference thereto in their reports on the consolidated financial statements for such fiscal years.
During the fiscal years ended September 30, 2022 and 2021 and the subsequent interim period through January 9, 2024, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company has provided Baker Tilly with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K and requested that Baker Tilly furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission (the “SEC”), pursuant to Item 304(a)(3) of Regulation S-K, stating whether Baker Tilly agrees with the statements made by the Company in response to Item 304(a) of Regulation S-K. A copy of Baker Tilly’s letter to the SEC dated January 12, 2024, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
On January 9, 2024, the Audit Committee approved the appointment of Weinberg & Company, P.A. (“Weinberg”) as the Company’s new independent registered public accounting firm, effective immediately. During the fiscal years ended September 30, 2022 and 2021 and the subsequent interim period through January 9, 2024, neither the Company, nor anyone on its behalf, consulted Weinberg regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the financial statements of the Company, and no written report or oral advice was provided to the Company by Weinberg that Weinberg concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
Exhibit
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Description
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16.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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ARCH THERAPEUTICS, INC.
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Dated: January 12, 2024
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By:
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/s/ Terrence W. Norchi, M.D.
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Name: Terrence W. Norchi, M.D.
Title: President, Chief Executive Officer
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Exhibit 16.1
January 12, 2024
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Dear Ladies and Gentlemen:
We are the former independent registered public accounting firm for Arch Therapeutics, Inc. (the “Company”). We have read the Company’s disclosure set forth in Item 4.01 “Changes in Registrant’s Certifying Accountant” of the Company’s Current Report on Form 8-K dated January 12, 2024 (the “Current Report”) and are in agreement with the disclosure in the Current Report, insofar as it pertains to our firm.
Sincerely,
/s/ Baker Tilly US, LLP
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Jan. 09, 2024 |
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Entity, Registrant Name |
ARCH THERAPEUTICS, INC.
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Document, Type |
8-K
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Jan. 09, 2024
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Entity, Incorporation, State or Country Code |
NV
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Entity, File Number |
000-54986
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Entity, Tax Identification Number |
46-0524102
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Entity, Address, Address Line One |
235 Walnut Street, Suite 6
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Entity, Address, City or Town |
Framingham
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Entity, Address, State or Province |
MA
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01702
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617
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