8-K/A (Bylaws 8K Correct) 5.03 9.01 true 0001537561 0001537561 2022-08-15 2022-08-15

 

 

 

 

Date of Report (Date of earliest event reported): August 15, 2022

 

(Exact name of registrant as specified in its charter)

 

 

 

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):

 

 

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

 

 

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. ☐

 

 

 

Arch Therapeutics, Inc.  (the “Company”) is filing this Amendment No. 1 on Form 8-K/A (this “Amendment No. 1”) to its Current Report on Form 8-K originally filed with the Securities and Exchange Commission (the “SEC”) on August 16, 2022 (the “Original Form 8-K”), solely to provide an updated Exhibit 3.1, “Amended and Restated Bylaws of Arch Therapeutics, Inc,” (the “Exhibit”) for the purpose of correcting a typographical error within the Exhibit.

 

Except as described above, this Amendment No. 1 does not amend, modify or update the information the Original Form 8-K.

 

 

On August 15, 2022, the Board of Directors (the “Board”) of Arch Therapeutics, Inc. (the “Company”) approved an amendment to the Amended and Restated Bylaws of the Company (the “Bylaw Amendment”), effective immediately. The Bylaw Amendment amended Article 2, Section 2.5(a) of the Amended and Restated Bylaws to reduce the quorum requirements of all meetings of the stockholders of the Company from a majority to the holders of 33 1/3^rd percent (33.3333%) of the capital stock issued and outstanding and entitled to vote, present in person or represented by proxy, at a meeting.

 

The Board adopted the Bylaw Amendment in order to be better able to obtain a quorum and conduct business at stockholder meetings. The Board based its decision on the increasing prevalence of brokerage firms opting to forgo discretionary or proportionate voting of the shares held by them in street name, which is making it increasingly difficult for companies with a large retail stockholder base to obtain a quorum of the majority. The change to the quorum requirement for stockholder meetings was made to improve the Company’s ability to hold stockholder meetings when called.

 

The description of the Bylaw Amendment is qualified in its entirety by reference to the Amended and Restated Bylaws of the Company, as amended, set forth as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

Item 9.01        Financial Statements and Exhibits.

 

(d) The following exhibits are being filed herewith:

 

 

 

 

 

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.