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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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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Exhibit
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Description
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10.1
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10.2
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10.3
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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ARCH THERAPEUTICS, INC.
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Dated: January 11, 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 10.1
AMENDMENT NO. 14
TO
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE
This Amendment No. 14 (this “Amendment”) to those certain Senior Secured Convertible Promissory Notes, as amended on February 14, 2023, and as subsequently amended on March 10, 2023, March 15, 2023, April 15, 2023, May 15, 2023, June 15, 2023, July 1, 2023, July 7, 2023, July 31, 2023, August 30, 2023, September 30, 2023, October 31, 2023, and November 15, 2023 (as amended, the “First Notes”), issued by Arch Therapeutics, Inc., a Nevada corporation (the “Company”), to each Holder pursuant to that certain Securities Purchase Agreement, dated July 6, 2022, by and among the Company and the signatories thereto (the “Holders”), as amended on January 18, 2023 and as subsequently amended on May 15, 2023 (as amended, the “Securities Purchase Agreement”) is made and entered into effective January 5, 2024 by and among the Company and the Consenting Stockholders (as defined below). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Securities Purchase Agreement.
W I T N E S S E T H:
WHEREAS, the Company and the Consenting Stockholders desire to extend the date for completion of the Uplist;
WHEREAS, pursuant to Section 4.3 of the First Notes and Section 7(e) of the Securities Purchase Agreement, the First Notes may be amended in a written instrument signed by the Company, the Lead Investor, and Holders which purchased at least 50% plus $1.00 of the Notes based on the initial Principal Amounts thereunder (the Lead Investor and such Holders, collectively the “Consenting Stockholders”); and
WHEREAS, the undersigned Holders constitute the Consenting Stockholders.
NOW, THEREFORE, in exchange for good and valuable consideration including, without limitation, the mutual covenants contained herein, the sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:
1. Amendments to the First Notes.
1.1 The First Notes are hereby amended by deleting the words “January 6, 2024” in the first paragraph of the First Notes and replacing such words with the following words in substitution therefor:
“March 15, 2024”
1.2 The First Notes are hereby amended by deleting the words “October [ ], 2023” in Section 2.9 of the First Notes and replacing such words with the following sentence in substitution therefor:
“November 8, 2023”
1.3 The First Notes are hereby amended by deleting the words “by January 6, 2024” in Section 3.23 of the First Notes and replacing such words with the following sentence in substitution therefor:
“by March 15, 2024”
2. Miscellaneous.
2.1 The “First Note Amendment Termination Date” is hereby extended to March 15, 2024.
2.2 Except as expressly amended by this Amendment, the terms and provisions of the First Notes shall continue in full force and effect. No reference to this Amendment need be made in any instrument or document making reference to the First Notes; any reference to the First Notes in any such instrument or document shall be deemed a reference to the First Notes as amended hereby. The First Notes as amended hereby shall be binding upon the parties thereto and their respective assigns and successors.
2.3 This Amendment shall be governed by and construed in accordance with the laws of the State of Nevada as such laws are applied to agreements between parties in Nevada.
2.4 This Amendment may be executed in separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.
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ARCH THERAPEUTICS, INC. |
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By: |
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Name: Michael S. Abrams |
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Title: Chief Financial Officer |
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Signature Page to Amendment No. 14 to the First Notes
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.
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Signature Page to Amendment No. 14 to the First Notes
Exhibit 10.2
AMENDMENT NO. 14
TO
UNSECURED CONVERTIBLE PROMISSORY NOTE
This Amendment No. 14 (this “Amendment”) to those certain Unsecured Convertible Promissory Notes, as amended on February 14, 2023, and as subsequently amended on March 10, 2023, March 15, 2023, April 15, 2023, May 15, 2023, June 15, 2023, July 1, 2023, July 7, 2023, July 31, 2023, August 30, 2023, September 30, 2023, October 31, 2023, and November 15, 2023 (as amended, the “Second Notes”), issued by Arch Therapeutics, Inc., a Nevada corporation (the “Company”), to certain Holders pursuant to that certain Securities Purchase Agreement, dated July 6, 2022, by and among the Company and the signatories thereto (the “Holders”), as amended on January 18, 2023 and as subsequently amended on May 15, 2023 (as amended, the “Securities Purchase Agreement”) is made and entered into effective January 5, 2024 by and among the Company and the Consenting Stockholders (as defined below). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Securities Purchase Agreement.
W I T N E S S E T H:
WHEREAS, the Company and the Consenting Stockholders desire to amend the Second Notes to extend the date for completion of the Uplist;
WHEREAS, pursuant to Section 4.3 of the Second Notes and Section 7(e) of the Securities Purchase Agreement, the Second Notes may be amended in a written instrument signed by the Company, the Lead Investor, and Holders which purchased at least 50% plus $1.00 of the Notes based on the initial Principal Amounts thereunder (the Lead Investor and such Holders, collectively the “Consenting Stockholders”); and
WHEREAS, the undersigned Holders constitute the Consenting Stockholders.
NOW, THEREFORE, in exchange for good and valuable consideration including, without limitation, the mutual covenants contained herein, the sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:
1. Amendments to the Second Notes.
1.1 The Second Notes are hereby amended by deleting the words “January 6, 2024” in the first paragraph of the Second Notes and replacing such words with the following words in substitution therefor:
“March 15, 2024”
1.2 The Second Notes are hereby amended by deleting the words “October [ ], 2023” in Section 2.9 of the Second Notes and replacing such words with the following sentence in substitution therefor:
“November 8, 2023”
1.3 The Second Notes are hereby amended by deleting the words “by January 6, 2024” in Section 3.23 of the Second Notes and replacing such words with the following sentence in substitution therefor:
“by March 15, 2024”
2. Miscellaneous.
2.1 The “Second Note Amendment Termination Date” is hereby extended to March 15, 2024.
2.2 Except as expressly amended by this Amendment, the terms and provisions of the Second Notes shall continue in full force and effect. No reference to this Amendment need be made in any instrument or document making reference to the Second Notes; any reference to the Second Notes in any such instrument or document shall be deemed a reference to the Second Notes as amended hereby. The Second Notes as amended hereby shall be binding upon the parties thereto and their respective assigns and successors.
2.3 This Amendment shall be governed by and construed in accordance with the laws of the State of Nevada as such laws are applied to agreements between parties in Nevada.
2.4 This Amendment may be executed in separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.
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ARCH THERAPEUTICS, INC. |
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By: |
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Name: Michael S. Abrams |
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Title: Chief Financial Officer |
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Signature Page to Amendment No. 14 to the Second Notes
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.
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Signature Page to Amendment No. 14 to the Second Notes
Exhibit 10.3
AMENDMENT NO. 9
TO
UNSECURED CONVERTIBLE PROMISSORY NOTE
This Amendment No. 9 (this “Amendment”) to those certain Unsecured Convertible Promissory Notes, as amended on June 15, 2023, and as subsequently amended on July 1, 2023, July 7, 2023, July 31, 2023, August 30, 2023, September 30, 2023, October 31, 2023, and November 15, 2023 (as amended, the “Third Notes”), issued by Arch Therapeutics, Inc., a Nevada corporation (the “Company”), to each Holder pursuant to that certain Securities Purchase Agreement, dated July 6, 2022, by and among the Company and the signatories thereto (the “Holders”), as amended on January 18, 2023 and as subsequently amended on May 15, 2023 (as amended, the “Securities Purchase Agreement”) is made and entered into effective January 5, 2024 by and among the Company and the Consenting Stockholders (as defined below). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Securities Purchase Agreement.
W I T N E S S E T H:
WHEREAS, the Company and the Consenting Stockholders desire to amend the Third Notes to extend the date for completion of the Uplist;
WHEREAS, pursuant to Section 4.3 of the Third Notes and Section 7(e) of the Securities Purchase Agreement, the Third Notes may be amended in a written instrument signed by the Company, the Lead Investor, and Holders which purchased at least 50% plus $1.00 of the Notes based on the initial Principal Amounts thereunder (the Lead Investor and such Holders, collectively the “Consenting Stockholders”); and
WHEREAS, the undersigned Holders constitute the Consenting Stockholders.
NOW, THEREFORE, in exchange for good and valuable consideration including, without limitation, the mutual covenants contained herein, the sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:
1. Amendments to the Third Notes.
1.1 The Third Notes are hereby amended by deleting the words “January 6, 2024” in the first paragraph of the Third Notes and replacing such words with the following words in substitution therefor:
“March 15, 2024”
1.2 The Third Notes are hereby amended by deleting the words “October [ ], 2023” in Section 2.9 of the Third Notes and replacing such words with the following words in substitution therefor:
“November 8, 2023”
1.3 The Third Notes are hereby amended by deleting the words “by January 6, 2024” in Section 3.23 of the Third Notes and replacing such words with the following words in substitution therefor:
“by March 15, 2024”
2. Miscellaneous.
2.1 The “Third Note Amendment Termination Date” is hereby extended to March 15, 2024.
2.2 Except as expressly amended by this Amendment, the terms and provisions of the Third Notes shall continue in full force and effect. No reference to this Amendment need be made in any instrument or document making reference to the Third Notes; any reference to the Third Notes in any such instrument or document shall be deemed a reference to the Third Notes as amended hereby. The Third Notes as amended hereby shall be binding upon the parties thereto and their respective assigns and successors.
2.3 This Amendment shall be governed by and construed in accordance with the laws of the State of Nevada as such laws are applied to agreements between parties in Nevada.
2.4 This Amendment may be executed in separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.
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ARCH THERAPEUTICS, INC. |
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By: |
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Name: Michael S. Abrams |
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Title: Chief Financial Officer |
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Signature Page to Amendment No. 9 to the Third Notes
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.
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Signature Page to Amendment No. 9 to the Third Notes
Document And Entity Information |
Jan. 05, 2024 |
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Document Information [Line Items] | |
Entity, Registrant Name | ARCH THERAPEUTICS, INC. |
Document, Type | 8-K |
Document, Period End Date | Jan. 05, 2024 |
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 |
1 Year Arch Therapeutics (QB) Chart |
1 Month Arch Therapeutics (QB) Chart |
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