UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. )1

 

Arch Therapeutics, Inc.

 (Name of Issuer)

Common Stock, $.001 par value

 (Title of Class of Securities)

03939W208

 (CUSIP Number)

July 12, 2023

 (Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

   ☐  Rule 13d-1(b)

   ☒  Rule 13d-1(c)

   ☐  Rule 13d-1(d)

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 03939W208

 

  1   NAME OF REPORTING PERSON  
         
        Bigger Capital Fund, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         150,000 shares
(See Item 4)*		  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
          150,000 shares
(See Item 4)*		  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        150,000 shares
(See Item 4)*		  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        4.9%*  
  12   TYPE OF REPORTING PERSON  
         
        PN  

* As more fully described in Item 4, the Reporting Person beneficially owns Warrants and Convertible Notes which are subject to a 4.99% blocker. As the Reporting Person cannot exercise the Warrants or convert the Convertible Notes due to the blocker, the numbers in rows 6, 8 and 9 and the percentage in row 11 reflect the blocker and do not include the shares issuable upon exercise or conversion of the Warrants or Convertible Notes.

  

2

CUSIP No. 03939W208

  1   NAME OF REPORTING PERSON  
         
        Bigger Capital Fund GP, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         150,000 shares
(See Item 4)*		  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
          150,000 shares
(See Item 4)*		  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        150,000 shares
(See Item 4)*		  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        4.9%*  
  12   TYPE OF REPORTING PERSON  
         
        OO  

* As more fully described in Item 4, the Reporting Person beneficially owns Warrants and Convertible Notes which are subject to a 4.99% blocker. As the Reporting Person cannot exercise the Warrants or convert the Convertible Notes due to the blocker, the numbers in rows 6, 8 and 9 and the percentage in row 11 reflect the blocker and do not include the shares issuable upon exercise or conversion of the Warrants or Convertible Notes.

  

3

CUSIP No. 03939W208

 

  1   NAME OF REPORTING PERSON  
         
        District 2 Capital Fund LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         150,000 shares
(See Item 4)*		  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
          150,000 shares
(See Item 4)*		  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        150,000 shares
(See Item 4)*		  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        4.9%*  
  12   TYPE OF REPORTING PERSON  
         
        PN  

* As more fully described in Item 4, the Reporting Person beneficially owns Warrants and Convertible Notes which are subject to a 4.99% blocker. As the Reporting Person cannot exercise the Warrants or convert the Convertible Notes due to the blocker, the numbers in rows 6, 8 and 9 and the percentage in row 11 reflect the blocker and do not include the shares issuable upon exercise or conversion of the Warrants or Convertible Notes.

  

4

CUSIP No. 03939W208

 

  1   NAME OF REPORTING PERSON  
         
        District 2 Capital LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         150,000 shares
(See Item 4)*		  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
          150,000 shares
(See Item 4)*		  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        150,000 shares
(See Item 4)*		  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        4.9%*  
  12   TYPE OF REPORTING PERSON  
         
        PN  

* As more fully described in Item 4, the Reporting Person beneficially owns Warrants and Convertible Notes which are subject to a 4.99% blocker. As the Reporting Person cannot exercise the Warrants or convert the Convertible Notes due to the blocker, the numbers in rows 6, 8 and 9 and the percentage in row 11 reflect the blocker and do not include the shares issuable upon exercise or conversion of the Warrants or Convertible Notes.

  

5

CUSIP No. 03939W208

 

  1   NAME OF REPORTING PERSON  
         
        District 2 GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         150,000 shares
(See Item 4)*		  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
          150,000 shares
(See Item 4)*		  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        150,000 shares
(See Item 4)*		  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        4.9%*  
  12   TYPE OF REPORTING PERSON  
         
        OO  

* As more fully described in Item 4, the Reporting Person beneficially owns Warrants and Convertible Notes which are subject to a 4.99% blocker. As the Reporting Person cannot exercise the Warrants or convert the Convertible Notes due to the blocker, the numbers in rows 6, 8 and 9 and the percentage in row 11 reflect the blocker and do not include the shares issuable upon exercise or conversion of the Warrants or Convertible Notes.

  

6

CUSIP No. 03939W208

 

  1   NAME OF REPORTING PERSON  
         
        District 2 Holdings LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         150,000 shares
(See Item 4)*		  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
          150,000 shares
(See Item 4)*		  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        150,000 shares
(See Item 4)*		  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        4.9%*  
  12   TYPE OF REPORTING PERSON  
         
        OO  

* As more fully described in Item 4, the Reporting Person beneficially owns Warrants and Convertible Notes which are subject to a 4.99% blocker. As the Reporting Person cannot exercise the Warrants or convert the Convertible Notes due to the blocker, the numbers in rows 6, 8 and 9 and the percentage in row 11 reflect the blocker and do not include the shares issuable upon exercise or conversion of the Warrants or Convertible Notes.

  

7

CUSIP No. 03939W208

 

  1   NAME OF REPORTING PERSON  
         
        Michael Bigger  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         300,000 shares*
(See Item 4)*		  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
          300,000 shares*
(See Item 4)*		  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        300,000 shares*
(See Item 4)*		  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        9.9%*  
  12   TYPE OF REPORTING PERSON  
         
        IN  

* Consists of 150,000 shares owned by Bigger Capital and 150,000 shares owned by District 2 CF. As more fully described in Item 4, the Reporting Person beneficially owns Warrants and Convertible Notes which are subject to a 4.99% blocker. As the Reporting Persons cannot exercise the Warrants or convert the Convertible Notes at this time due to the blockers, the numbers in rows 6, 8 and 9 and the percentage set forth in row (11) gives effect to such blockers and do not include the shares issuable upon exercise or conversion of the Warrants or Convertible Notes.

  

8

CUSIP No. 03939W208

Item 1(a).Name of Issuer:

Arch Therapeutics, Inc., a Nevada corporation.

Item 1(b).Address of Issuer’s Principal Executive Offices:

235 Walnut Street
Suite 6
Farmingham, MA 01702

 

Item 2(a).Name of Person Filing
Item 2(b).Address of Principal Business Office or, if None, Residence
Item 2(c).Citizenship

Bigger Capital Fund, LP (“Bigger Capital”)

2250 Red Springs Drive
Las Vegas, NV 89135

Citizenship: Delaware

 

Bigger Capital Fund GP, LLC (“Bigger GP”)

2250 Red Springs Drive
Las Vegas, NV 89135

Citizenship: Delaware

 

District 2 Capital Fund LP (“District 2 CF”)

175 W. Carver Street

Huntington, NY 11743

Citizenship: Delaware

 

District 2 Capital LP (“District 2”)

175 W. Carver Street

Huntington, NY 11743

Citizenship: Delaware

 

District 2 GP LLC (“District 2 GP”)

175 W. Carver Street

Huntington, NY 11743

Citizenship: Delaware

 

District 2 Holdings LLC (“District 2 Holdings”)

175 W. Carver Street

Huntington, NY 11743

Citizenship: Delaware

 

Michael Bigger

2250 Red Springs Drive
Las Vegas, NV 89135

Citizenship: USA

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

9

CUSIP No. 03939W208

Item 2(d).Title of Class of Securities:

Common Stock, $.001 par value.

Item 2(e).CUSIP Number:

03939W208

Item 3.If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
    /x/ Not applicable.
       
  (a) / / Broker or dealer registered under Section 15 of the Exchange Act.
       
  (b) / / Bank as defined in Section 3(a)(6) of the Exchange Act.
       
  (c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act.
       
  (d) / / Investment company registered under Section 8 of the Investment Company Act.
       
  (e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
       
  (f) / / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
       
  (g) / / A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
       
  (h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
       
  (i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
       
  (j) / / A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
       
  (k) / / Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
       
      If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.Ownership
(a)Amount beneficially owned:

As of July 14, 2023, Bigger Capital beneficially owned 150,000 shares of Common Stock. Bigger Capital also owned a Warrant and Convertible Note which contain a 4.99% beneficial ownership limitation.

10

CUSIP No. 03939W208

Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the 150,000 shares of beneficially owned by Bigger Capital and the Warrant and Convertible Note beneficially owned by Bigger Capital.

As of July 14, 2023, District 2 CF beneficially owned 150,000 shares of Common Stock. In addition, District 2 CF owned Warrants and Convertible Notes each of which contain a 4.99% beneficial ownership limitation.

District 2, as the investment manager of District 2 CF, may be deemed to beneficially own the 150,000 shares beneficially owned by District 2 CF and the Warrants and Convertible Notes beneficially owned by District 2 CF.

District 2 GP, as the general partner of District 2 CF, may be deemed to beneficially own the 150,000 shares beneficially owned by District 2 CF and the Warrants and the Convertible Notes beneficially owned by District 2 CF.

District 2 Holdings, as the managing member of District 2 GP, may be deemed to beneficially own the 150,000 shares beneficially owned by District 2 CF and the Warrants and Convertible Notes beneficially owned by District 2 CF.

Mr. Bigger, as the managing member of Bigger GP and the managing member of District 2 Holdings, may be deemed to beneficially own the (i) 150,000 shares beneficially owned by Bigger Capital, (ii) 150,000 shares beneficially owned by District 2 CF, (iii) Warrants and Convertible Notes owned by Bigger Capital, and (iv) Warrants and Convertible Notes owned by District 2CF.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares owned by another Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of shares beneficially owned by Bigger Capital. Each of District 2, District 2 GP, District 2 Holdings and Mr. Bigger disclaims beneficial ownership of the shares beneficially owned by District 2 CF. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

(b)Percent of class:

The following percentages are based on 3,034,458 shares of Common Stock outstanding as of July 12, 2023 based on information provided by the Company.

As of the close of business on July 14, 2023, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own approximately 4.9% of the outstanding shares, (ii) each of District 2 CF, District 2, District 2 GP and District 2 Holdings may be deemed to beneficially own 4.9% of the outstanding shares, and (iii) Mr. Bigger may be deemed to beneficially own approximately 9.9% of the outstanding shares.

Pursuant to the terms of the Warrants and Convertible Notes, the Reporting Persons cannot exercise the Warrants or convert the Convertible Notes to the extent the Reporting Persons or affiliates of the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares (the “Blockers”), and the numbers in rows 6, 8 and 9 and percentage set forth in Row 11 of the cover page for each Reporting Person as well the information in this Item 4(b) gives effect to the Blockers. Mr. Bigger may be deemed to be the beneficial owner of more than 4.99% of the outstanding shares. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise any of the Warrants or convert any of the Convertible Notes due to the Blockers.

11

CUSIP No. 03939W208

(c)Number of shares as to which such person has:
(i)Sole power to vote or to direct the vote

See Cover Pages Items 5-9.

(ii)Shared power to vote or to direct the vote

See Cover Pages Items 5-9.

(iii)Sole power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

(iv)Shared power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

Item 5.Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

Bigger GP and Mr. Bigger may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by Bigger Capital. District 2, District 2 GP, District 2 Holdings and Mr. Bigger may be deemed to share voting and dispositive power over the shares beneficially owned by District 2 CF.

Item 7.Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

Item 8.Identification and Classification of Members of the Group.

See Exhibit 99.1.

Item 9.Notice of Dissolution of Group.

Not Applicable.

Item 10.Certifications.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

12

CUSIP No. 03939W208

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 14, 2023

BIGGER CAPITAL FUND, LP   BIGGER CAPITAL FUND GP, LLC
     
By: Bigger Capital Fund GP, LLC, its general partner   By:

/s/ Michael Bigger

        Michael Bigger
By:

/s/ Michael Bigger

     Managing Member
  Michael Bigger      
  Managing Member      
      DISTRICT 2 CAPITAL LP
         
DISTRICT 2 CAPITAL FUND LP   By:

/s/ Michael Bigger

        Michael Bigger
By: District 2 GP LLC, its general partner     Managing Member
         
By:

/s/ Michael Bigger

      
  Michael Bigger   DISTRICT 2 HOLDINGS LLC
  Managing Member      
      By:

/s/ Michael Bigger

        Michael Bigger
DISTRICT 2 GP LLC     Managing Member
         
By:

/s/ Michael Bigger

      
  Michael Bigger  

/s/ Michael Bigger

  Managing Member   MICHAEL BIGGER

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