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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Senior Secured Convertible Notes (1) (3) | (3) | 07/06/2022 | A | 36,000 | (3) | (3) | Common Stock | 787,746 (3) | (1) | $ 36,000 | D | ||||
Warrants (1) (4) | $ 0.0497 | 07/06/2022 | A | 724,346 | 07/06/2022(4) | 07/06/2027 | Common Stock | 724,346 | (1) | 724,346 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Hicks Laurence C/O ARCH THERAPEUTICS, INC. 235 WALNUT STREET SUITE 6 FRAMINGHAM, MA 01702 |
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/s/ Laurence Hicks | 07/08/2022 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The shares of common stock, senior secured convertible notes (the "Notes") and warrants were issued to the Reporting Person in connection with a convertible note offering entered into by the Reporting Person and the Issuer (the "Offering"), which Offering was approved by the Issuer's Board of Directors and, in accordance with Rule 16b-3(d)(1) of the Exchange Act (the "Act"), is exempt from Section 16(b) of the Act pursuant to Rule 16b-3(e) promulgated thereunder. |
(2) | As a managing member of Drake Partners Equity, LLC, the Reporting Person may be determined to have beneficial ownership of the shares reported herein. |
(3) | The Notes become due and payable on January 6, 2024, bear interest at a rate of 10% per annum, are convertible at the option of the holder pursuant to certain provisions with an initial conversion price of $0.0457, contain customary events of default and are subject to certain beneficial ownership limitations. |
(4) | Conversion of the warrants is subject to certain beneficial ownership limitations. |