Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 20, 2020



(Exact name of registrant as specified in its charter)


Nevada   000-54986   46-0524102
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)


235 Walnut Street, Suite 6  
Framingham, Massachusetts 01702
(Address of principal executive offices) (Zip Code)


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):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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

Title of each class Trading Symbol(s) Name of each exchange on which registered


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 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year


On May 20, 2020 the Board of Directors (the “Board”) of Arch Therapeutics, Inc. (the “Company”) approved and adopted amended and restated Bylaws (the “Amended and Restated Bylaws”) which became effective immediately upon the Board’s approval. The Amended and Restated Bylaws, among other things, include the following changes:


·Addition of new Section 2.7(a) to clarify the Chairman of the Board’s authority to preside over and govern all aspects of stockholder meetings; and


·Revision of the advance notice provisions concerning stockholder matters at annual meetings (other than proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended) set forth in Sections 2.8 and 2.9 to require notice of such matters to be delivered to or mailed and received by the Company between 120 days and 90 days prior to the one-year anniversary of the preceding year’s annual meeting, provided, however, that if the Company did not hold an annual meeting the previous year, or if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, then such notice must be delivered to the Company no later than the later than the close of business on the later of (i) the 90th day prior to such annual meeting or (ii) the 15th day following the day on which public announcement of the date of such meeting is first made.


The foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference. A copy of the Amended and Restated Bylaws, marked to show the changes, has also been attached as Exhibit 3.2


Item 9.01Financial Statements and Exhibit


(d) Exhibits


Exhibit   Description
3.1   Amended and Restated Bylaws, as adopted on May 20, 2020
3.2   Marked Bylaws of Arch Therapeutics, Inc.






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.


Dated: May 27, 2020 By: /s/ Terrence W. Norchi, M.D.  
  Name: Terrence W. Norchi, M.D.
  Title: President, Chief Executive Officer