true 0001537561

 0001537561

 2022-10-01
 2023-09-30

 0001537561

 2023-03-31

 0001537561

 2024-02-14

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended September 30, 2023

 --09-30FY2023

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ______________________to ______________________

 Commission File Number: 000-54986

 ARCH THERAPEUTICS, INC.

 (Exact name of registrant as specified in its charter)

 Nevada

 46-0524102

 (State or other jurisdiction of incorporation or organization)

 (I.R.S. Employer Identification No.)

 235 Walnut Street, Suite 6

 Framingham, MA

 01702

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including area code ( 617) 431-2313

 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

 Securities registered pursuant to Section 12(g) of the Act:

 Common Stock, par value $0.001 per share

 (Title of Class)

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 Yes No

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 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 Securities Act.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to Section 240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 Yes No

 The aggregate market value of the registrant's voting and non-voting common equity held by non-affiliates as of the last business day of the registrant's most recently completed second fiscal quarter, computed by reference to the average of the bid and asked price of such common equity, was approximately $ 4,000,000. For purposes of this calculation, it has been assumed that shares of common stock held by each director, each officer and each person who owns 10% or more of the registrant's outstanding common stock are held by affiliates.

 As of February 14, 2024, 4,742,363 shares of the registrant's common stock were outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Weinberg & Company, P.A.

 Los Angeles, California

 PCAOB ID 572

 EXPLANATORY NOTE

 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.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Securities Authorized for Issuance under Equity Compensation Plans

 On June 18, 2013, our Board and the holders of a majority of our standing common stock approved and adopted the Arch Therapeutics, Inc. 2013 Stock Incentive Plan (the "2013 Plan"). The Plan permits us to grant a variety of forms of awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, and dividend equivalent rights, to allow us to adapt our incentive compensation program to meet our needs. As of September 30, 2023, the Plan has reserved 185,572 shares of our Common Stock for issuance thereunder in awards granted to employees, directors and/or consultants. The Plan provides that on the first business day of each fiscal year commencing with fiscal year 2013, the number of shares of our Common Stock reserved for issuance under the Plan for all awards except for incentive stock option awards will be subject to increase by an amount equal to the lesser of (i) 15,000 shares, (ii) 4% of the number of shares outstanding on the last day of our immediately preceding fiscal year, or (iii) such lesser number of shares as determined by the administrator of the Plan, which is currently our Board of Directors. On June 18, 2023, the 2013 stock Incentive Plan expired.

 On July 18, 2023, our Board adopted and approved the 2023 Equity Incentive Plan (the "2023 Plan") and reserved 455,169 shares of the Company's common stock, par value $0.001 for issuance thereunder to employees, officers, directors and consultants of the Company. The Plan has a term of 6 years and is intended to replace the Company's 2013 Stock Incentive Plan, which expired on June 18, 2023. The Plan permits the Company to grant a variety of forms of awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, and dividend equivalent rights, to allow the Company to adapt its incentive compensation program to meet its needs. In addition, the number of shares of Common Stock available for issuance under the Plan will automatically increase on October 1st of each fiscal year of the Company commencing with October 1, 2023, and on each October 1 thereafter until the 10th anniversary of the date of the Plan's initial adoption by the Board, in an amount equal to six percent (6%) of the total number of shares of Common Stock outstanding on September 30th of the preceding fiscal year. Furthermore, effective at the close of business on the date of the closing (the "Uplist Date") of the public offering in connection with which the Common Stock becomes tradeable on a national exchange and on the first day of each fiscal quarter of the Company thereafter until the earlier of (i) the five-year anniversary of the Uplist Date and (ii) August 30, 2028, the number of shares of Common Stock available for issuance under the Plan shall automatically increase by an amount equal to fifteen percent (15%) of the incremental number of shares of Common Stock, if any, issued by the Company (i) with respect to the Uplist Date, since the date on which the stockholders ratified the Plan, and (ii) with respect to each fiscal quarter thereafter, during the previous fiscal quarter (excluding in each case shares of Common Stock issued pursuant to awards under the Plan).

 The following table provides information as of September 30, 2023 with respect to our equity compensation plan:

 Equity Compensation Plan Information

 Number of

 securities

 remaining

 Number of

 available for

 securities to

 future

 be issued

 issuance

 upon

 Weighted-

 under

 exercise

 average

 equity

 Of

 exercise

 compensation

 outstanding

 price of

 plans

 options,

 outstanding

 (excluding

 warrants

 options,

 securities

 And

 warrants

 reflected in

 rights

 and rights

 column (a))

 Plan category

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders

 2013 Stock Incentive Plan

 100,300

 $

 38.00

 -

 2023 Stock Incentive Plan

 -

 -

 455,169

 Equity compensation plans not approved by security holders

 -

 -

 -

 Total

 100,300

 $

 38.00

 455,169

 Security Ownership of Certain Beneficial Owners and Management

 The following table sets forth certain information regarding the beneficial ownership of our Common Stock by (i) each person who, to our knowledge, beneficially owns more than 5% of our Common Stock; (ii) each of our directors and named executive officers; and (iii) all of our directors and executive officers as a group. Unless otherwise indicated in the footnotes to the following table, the address of each person named in the table is: c/o Arch Therapeutics, Inc., 235 Walnut St., Suite #6, Framingham, Massachusetts 01702. The information set forth in the table below is based on 4,742,363 shares of our Common Stock outstanding on February 1, 2024. Shares of our Common Stock subject to options, warrants, or other rights currently exercisable or exercisable within 60 days of February 1, 2024 are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding such options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other person.

 The following table is presented after taking into account the applicable ownership limitation to which certain holders of our Series Convertible Notes, and all the holders of our Pre-Funded Warrants, Common Warrants, 2022 Warrants, 2022 Placement Agent Warrants, 2022 Notes, Subordinated Notes, Series I Warrants, 2019 Placement Agent Warrants, Series K Warrants and 2022 Placement Agent Warrants are subject to the applicable ownership limitations. In general, the ownership limitation prevents holders from exercising the warrant to the extent such exercise would result in the holder owning more shares than a certain ownership percentage, which is initially set below 5%, and such ownership limitation may be waived at the holder's discretion, provided that such waiver will not become effective until the 61st day after delivery of such waiver notice.

 Name of Beneficial Owner

 Number of

 Shares

 Beneficially

 Owned

 Percentage

 of

 Shares

 Beneficially

 Owned

 (1)

 5%+ Stockholders:

 Oasis Capital, LLC (2)

 9.9

 %

 Bigger Capital Fund, LP & District 2 Capital Fund LP (3)

 300,000

 6.3

 %

 Walleye Opportunities Master Fund 1 Ltd (4)

 9.9

 %

 Cavalry Fund 1 LP (5)

 300,000

 6.3

 %

 Brandt & Mona Wilson (6)

 9.9

 %

 Ana and Michael A. Parker (7)

 9.9

 %

 Andrew Stahl (8)

 9.9

 %

 Sixth Borough Capital Fund, LP (9)

 9.9

 %

 Named Executive Officers and Directors:

 Terrence Norchi (10)

 128,308

 2.47

 %

 Punit Dhillon (11)

 6,042

 *

 Laurence Hicks (12)

 42,660

 1.0

 %

 Michael Abrams (13)

 44,800

 1.0

 %

 Daniel Yrigoyen (14)

 3,403

 *

 Guy Fish (15)

 2,187

 *

 Named Officers and Directors as a Group

 227,400

 4.8

 %

 * Less than one percent.

 Shares of our Common Stock subject to options, warrants, or other rights currently exercisable or convertible or exercisable or convertible within 60 days of February 1, 2024, are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding such options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other person.

 (1)

 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.

 (2)

 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.

 (3)

 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.

 (4)

 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.

 (5)

 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.

 (6)

 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.

 (7)

 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.

 (8)

 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.

 (9)

 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.

 (10)

 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.

 (11)

 Represents 6,042 shares of Common Stock subject to options exercisable within 60 days after February 1, 2024.

 (12)

 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.

 (13)

 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.

 (14)

 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.

 (15)

 Represents 2,187 shares of Common Stock subject to options exercisable within 60 days after February 1, 2024.

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 (b) Exhibits

 Incorporated By Reference

 Exhibit
 No.

 Exhibit Title

 Filed
 Herewith

 Form

 Exhibit
 No.

 File No.

 Filing Date

 31.1

 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities and Exchange Act of 1934

 X

 31.2

 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities and Exchange Act of 1934

 X

 101.INS

 X

 101.SCH

 X

 101.CAL

 X

 101.DEF

 X

 101.LAB

 X

 101.PRE

 X

 X

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Arch Therapeutics, Inc.

 By:

 /s/ Terrence W. Norchi, MD

 Date: March 1, 2024

 Terrence W. Norchi, MD

 President and Chief Executive Officer