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Share Name | Share Symbol | Market | Type |
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Arch Therapeutics Inc (QB) | USOTC:ARTHD | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 3.60 | 0.00 | 01:00:00 |
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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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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Large accelerated filer ☐
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Accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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remaining
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outstanding
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price of
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options,
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options,
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warrants
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rights
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and rights
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column (a))
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Plan category
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(a)
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(b)
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(c)
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Equity compensation plans approved by security holders
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2013 Stock Incentive Plan
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100,300 | $ | 38.00 | - | ||||||||
2023 Stock Incentive Plan
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- | - | 455,169 | |||||||||
Equity compensation plans not approved by security holders
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- | - | - | |||||||||
Total
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100,300 | $ | 38.00 | 455,169 |
Name of Beneficial Owner
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Number of
Shares Beneficially Owned |
Percentage
of Shares Beneficially Owned (1) |
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5%+ Stockholders:
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Oasis Capital, LLC (2)
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473,762 | 9.9 | % | |||||
Bigger Capital Fund, LP & District 2 Capital Fund LP (3)
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300,000 | 6.3 | % | |||||
Walleye Opportunities Master Fund 1 Ltd (4)
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473,762 | 9.9 | % | |||||
Cavalry Fund 1 LP (5)
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300,000 | 6.3 | % | |||||
Brandt & Mona Wilson (6)
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473,762 | 9.9 | % | |||||
Ana and Michael A. Parker (7)
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473,762 | 9.9 | % | |||||
Andrew Stahl (8)
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473,762 | 9.9 | % | |||||
Sixth Borough Capital Fund, LP (9)
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473,762 | 9.9 | % | |||||
Named Executive Officers and Directors:
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Terrence Norchi (10)
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128,308 | 2.47 | % | |||||
Punit Dhillon (11)
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6,042 | * | ||||||
Laurence Hicks (12)
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42,660 | 1.0 | % | |||||
Michael Abrams (13)
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44,800 | 1.0 | % | |||||
Daniel Yrigoyen (14)
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3,403 | * | ||||||
Guy Fish (15)
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2,187 | * | ||||||
Named Officers and Directors as a Group
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227,400 | 4.8 | % |
(1)
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Except as otherwise indicated, we believe that each of the beneficial owners of the Common Stock listed previously, based on information furnished by such owners, has sole investment and voting power with respect to the shares listed as beneficially owned by such owner, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
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(2)
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Represents 300,000 shares of Common Stock owned by Oasis Capital, LLC. Gives effect to (a) 131,292 shares of Common Stock issuable upon conversion of the First Notes (the “First Conversion Shares”); (b) 120,725 First Warrants; (c) 27,353 shares of Common Stock issuable upon conversion of the Second Notes (the “Second Conversion Shares”); (d) 50,302 Second Warrants; (e) 76,886 shares of Common Stock issuable upon conversion of the Third Notes (the “Third Conversion Shares”); (f) 141,396 Third Warrants; (g) 1,005,251 Pre-Funded Warrants; and (h) 2,552,766 Common Warrants, all of which are subject to conversion or exercise restrictions that prohibit conversion or exercise until such time as the holder would not beneficially own, after such conversion or exercise, more than 4.99% or 9.99% (as the case may be) of the outstanding shares of Common Stock; provided, however, that the holder may waive such ownership limitation, in which case any waiver would become effective sixty-one (61) days after the holder’s delivery of such waiver notice. As of February 14, 2024, Oasis Capital, LLC has not waived such limitation.
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(3)
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Represents 300,000 shares of Common Stock owned by, and split evenly between, Bigger Capital Fund, LP and District 2 Capital Fund LP with a common control person. Gives effect to (a) 131,292 First Conversion Shares; (b) 120,726 First Warrants; (c) 27,354 Second Conversion Shares; (d) 50,302 Second Warrants; (e) 989,459 Pre-Funded Warrants; and (f) 2,552,652 Common Warrants held in the aggregate by Bigger Capital Fund, LP and District 2 Capital Fund LP, all of which are subject to conversion or exercise restrictions that prohibit conversion or exercise until such time as the holder would not beneficially own, after such conversion or exercise, more than 4.99% or 9.99% (as the case may be) of the outstanding shares of Common Stock; provided, however, that the holder may waive such ownership limitation, in which case any waiver would become effective sixty-one (61) days after the holder’s delivery of such waiver notice. As of February 14, 2024, neither Bigger Capital Fund, LP, nor District 2 Capital Fund LP has waived such limitation.
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(4)
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Represents 300,000 shares of Common Stock owned by Walleye Opportunities Master Fund Ltd. Gives effect to (a) 976,278 Pre-Funded Warrants; and (b) 2,552,556 Common Warrants, all of which are subject to exercise restrictions that prohibit exercise until such time as the holder would not beneficially own, after such exercise, more than 4.99% or 9.99% (as the case may be) of the outstanding shares of Common Stock; provided, however, that the holder may waive such ownership limitation, in which case any waiver would become effective sixty-one (61) days after the holder’s delivery of such waiver notice. As of February 14, 2024, Walleye Opportunities Master Fund Ltd has not waived such limitation.
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(5)
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Represents 300,000 shares of Common Stock owned by Cavalry Fund I LP. Gives effect to (a) 52,517 First Conversion Shares; (b) 48,290 First Warrants; (c) 10,941 Second Conversion Shares; (d) 20,121 Second Warrants; (e) 985,064 Pre-Funded Warrants; and (f) 2,552,620 Common Warrants, all of which are subject to conversion or exercise restrictions that prohibit conversion or exercise until such time as the holder would not beneficially own, after such conversion or exercise, more than 4.99% or 9.99% (as the case may be) of the outstanding shares of Common Stock; provided, however, that the holder may waive such ownership limitation, in which case any waiver would become effective sixty-one (61) days after the holder’s delivery of such waiver notice. As of February 14, 2024, Cavalry Fund I LP has not waived such limitation.
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(6)
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Represents 300,000 shares of Common Stock owned individually by Brandt and Mona Wilson. Gives effect to (a) 976,278 Pre-Funded Warrants; and (b) 2,552,556 Common Warrants, all of which are subject to exercise restrictions that prohibit exercise until such time as the holder would not beneficially own, after such exercise, more than 4.99% or 9.99% (as the case may be) of the outstanding shares of Common Stock; provided, however, that the holder may waive such ownership limitation, in which case any waiver would become effective sixty-one (61) days after the holder’s delivery of such waiver notice. As of February 14, 2024, neither Brandt Wilson nor Mona Wilson had waived such limitation.
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(7)
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Represents (i) 235,448 shares of Common Stock owned individually by Ana Parker, Michael A. Parker’s spouse; (ii) 38,056 shares of Common Stock owned individually by Mr. Parker; (iii) 25,000 shares of Common Stock owned through Tungsten, of which Mr. Parker is the sole manager and (iv) 1,500 shares of restricted stock granted to Mr. Parker on September 27, 2021. Gives effect to (a) 82,465 Pre-Funded Warrants; (b) 549,486 Common Warrants; (c) 103,559 First Conversion Shares; (d) 48,290 First Warrant Shares; (e) any of the 17.144 shares of Common Stock that may be acquired upon the exercise of Series I Warrants (which expire October 18, 2024); or (f) any of the 23,440 shares that may be acquired upon the exercise of Series K Warrants (which expire on August 11, 2026), since such warrants cannot be exercised until such time as the holder would not beneficially own, after such exercise, more than 4.99% or 9.99% (as the case may be) of the outstanding shares of Common Stock; provided, however, that the holder may waive such ownership limitation, in which case such waiver will become effective sixty-one (61) days after the holder’s delivery of such waiver notice. As of February 14, 2024, neither Ms. Parker nor Mr. Parker have waived such limitation.
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(8)
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Represents 300,000 shares of Common Stock owned individually by Andrew Stahl. Gives effect to (a) 976,278 Pre-Funded Warrants; and (b) 2,552,556 Common Warrants, all of which are subject to exercise restrictions that prohibit exercise until such time as the holder would not beneficially own, after such exercise, more than 4.99% or 9.99% (as the case may be) of the outstanding shares of Common Stock; provided, however, that the holder may waive such ownership limitation, in which case any waiver would become effective sixty-one (61) days after the holder’s delivery of such waiver notice. As of February 14, 2024, Mr. Stahl had not waived such limitation.
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(9)
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Represents 300,000 shares of Common Stock owned by Sixth Borough Capital Fund, LP. Gives effect to (a) 63,869 Pre-Funded Warrants; and (b) 727,738 Common Warrants, all of which are subject to exercise restrictions that prohibit exercise until such time as the holder would not beneficially own, after such exercise, more than 4.99% or 9.99% (as the case may be) of the outstanding shares of Common Stock; provided, however, that the holder may waive such ownership limitation, in which case any waiver would become effective sixty-one (61) days after the holder’s delivery of such waiver notice. As of February 14, 2024, Sixth Borough Capital Fund, LP has not waived such limitation.
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(10)
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Represents (a) 50,000 shares of Common Stock held by Twelve Pins Partners, LLC, with respect to which Dr. Norchi is the sole member and holds sole voting and investment control; (b) 7,098 shares issued to Dr. Norchi upon the closing of the Merger in exchange for the cancellation of shares of Common Stock and convertible notes of ABS owned by him immediately prior to the closing of the Merger; (c) 5,650 shares of restricted stock granted to Dr. Norchi on May 3, 2016; (d) 3,250 shares of restricted stock granted to Dr. Norchi on February 3, 2017; (e) 1,800 shares of restricted stock granted to Dr. Norchi on July 19, 2018; (f) 2,626 First Conversion Shares; (g) 2,415 First Warrants; and (h) 363 First Inducement Shares; (i) 34,520 shares subject to options exercisable within 60 days after February 1, 2024; (j) 6,862 shares of common stock purchased, 13,724 Common Warrants. Dr. Norchi disclaims beneficial ownership of the securities held by Twelve Pins Partners, LLC except to the extent of his pecuniary interest therein.
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(11)
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Represents 6,042 shares of Common Stock subject to options exercisable within 60 days after February 1, 2024.
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(12)
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Represents 3,542 shares of Common Stock subject to options exercisable within 60 days after February 1, 2024. Includes (i) 137 shares of Common Stock, (ii) 3,939 First Conversion Shares, (iii) 3,622 First Warrant Shares, (iv) 544 First Inducement Shares; (v) 10,292 shares of common stock held by Drake Partners Equity LLC, in which Mr. Hicks has an ownership interest, and (vi) 20,584 Common Warrants held by Drake Partners Equity LLC, in which Mr. Hicks has an ownership interest.
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(13)
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Represents (i) 3,939 First Conversion Shares; (ii) 3,622 First Warrant Shares; (iii) 544 First Inducement Shares; (iv) 10,292 shares of common stock purchased, (v) 5,819 shares of Common Stock subject to options exercisable within 60 days after February 1, 2024, and (vi) 20,584 Common Warrants.
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(14)
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Represents 750 shares of restricted stock granted to Mr. Yrigoyen on July 30, 2021, and 2,653 shares of Common Stock subject to options exercisable within 60 days after February 1, 2024.
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(15)
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Represents 2,187 shares of Common Stock subject to options exercisable within 60 days after February 1, 2024.
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Incorporated By Reference
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Exhibit
No. |
Exhibit Title
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Filed
Herewith |
Form
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Exhibit
No. |
File No.
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Filing Date
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31.1
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X | ||||||||||
31.2
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X |
101.INS
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Inline XBRL Instance Document
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X
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101.SCH
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Inline XBRL Taxonomy Extension Schema Document
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X
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101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase Document
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X
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101.DEF
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Inline XBRL Taxonomy Extension Definition Linkbase Document
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X
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101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase Document
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X
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101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase Document
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X
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104
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Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101)
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X
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Arch Therapeutics, Inc.
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By:
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/s/ Terrence W. Norchi, MD
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Date: March 1, 2024
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Terrence W. Norchi, MD
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President and Chief Executive Officer
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Exhibit 31.1
CERTIFICATIONS
I, Terrence W. Norchi, certify that:
1. |
I have reviewed this Annual Report on Form 10-K/A of Arch Therapeutics, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have: |
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
1. |
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
2. |
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
March 1, 2024
/s/ Terrence W. Norchi, MD
Terrence W. Norchi, MD
President and Chief Executive Officer (Principal Executive Officer)
Exhibit 31.2
CERTIFICATIONS
I, Michael S. Abrams, certify that:
1. |
I have reviewed this Annual Report on Form 10-K/A of Arch Therapeutics, Inc. |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have: |
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
1. |
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
2. |
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
March 1, 2024
/s/ Michael S. Abrams
Michael S. Abrams
Chief Financial Officer and Treasurer (Principal Financial Officer)
Document And Entity Information - USD ($) |
12 Months Ended | ||
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Sep. 30, 2023 |
Feb. 14, 2024 |
Mar. 31, 2023 |
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Document Information [Line Items] | |||
Entity, Registrant Name | ARCH THERAPEUTICS, INC. | ||
Document, Type | 10-K/A | ||
Document, Annual Report | true | ||
Document, Period End Date | Sep. 30, 2023 | ||
Current Fiscal Year End Date | --09-30 | ||
Document, Fiscal Period Focus | FY | ||
Document, Fiscal Year Focus | 2023 | ||
Document, Transition Report | false | ||
Entity, File Number | 000-54986 | ||
Entity, Incorporation, State or Country Code | NV | ||
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 | ||
Title of 12(g) Security | Common Stock, par value $0.001 per share | ||
Entity, Well-known Seasoned Issuer | No | ||
Entity, Voluntary Filers | No | ||
Entity, Current Reporting Status | Yes | ||
Entity, Interactive Data, Current | Yes | ||
Entity, Filer Category | Non-accelerated Filer | ||
Entity, Small Business | true | ||
Entity, Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document, Financial Statement Error Correction Flag | false | ||
Entity, Shell Company | false | ||
Entity, Public Float | $ 4,000,000 | ||
Entity, Common Stock Shares, Outstanding | 4,742,363 | ||
Auditor Name | Weinberg & Company, P.A. | ||
Auditor Location | Los Angeles, California | ||
Auditor Firm ID | 572 | ||
Amendment Description | Arch Therapeutics, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended September 30, 2023, which was originally filed with the Securities and Exchange Commission (“SEC”) on February 15, 2024 (the “Form 10-K”) solely to correct and replace the disclosure in connection with the beneficial ownership of shares and voting power held by certain shareholders, directors, and officers included in Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Except for the items described above or contained in this Amendment, this Amendment continues to speak as of the date of the Form 10-K, and does not modify, amend or update any other item or disclosures in the Form 10-K, including the financial information. Accordingly, this Amendment should be read in conjunction with the Form 10-K and the Company’s other filings with the SEC. | ||
Amendment Flag | true | ||
Entity, Central Index Key | 0001537561 |
1 Year Arch Therapeutics (QB) Chart |
1 Month Arch Therapeutics (QB) Chart |
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