Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
07 April 2016 - 1:53PM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-206873
PROSPECTUS SUPPLEMENT
NO. 7 DATED APRIL 7, 2016
TO
PROSPECTUS DATED
JANUARY 15, 2016
(AS SUPPLEMENTED)
ARCH THERAPEUTICS, INC.
PROSPECTUS
Up to 25,590,599 Shares of Common Stock
This Prospectus Supplement No. 7 supplements
the prospectus of Arch Therapeutics, Inc. (“the “
Company
”, “
we
”, “
us
”,
or “
our
”) dated January 15, 2016
(as supplemented to date, the “
Prospectus
”)
with the following additions and changes:
|
A.
|
Amend the Selling Security holder information set forth
in the Prospectus.
|
This Prospectus Supplement No. 7 should be read in conjunction
with the Prospectus, which is required to be delivered with this Prospectus Supplement.
This
Prospectus Supplement updates, amends and supplements the information included in the Prospectus. If there is any inconsistency
between the information in the Prospectus and this Prospectus Supplement, you should rely on the information in this Prospectus
Supplement.
This
Prospectus Supplement
is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments
or supplements to it.
Investing in our common stock involves a high degree of risk.
Before making any investment in our common stock, you should carefully consider the risk factors for our common stock, which are
described in the Prospectus, as amended or supplemented.
You should rely only on the information contained in the
Prospectus, as supplemented or amended by this Prospectus Supplement No. 7 and any other Prospectus Supplement or amendment thereto.
We have not authorized anyone to provide you with different information.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement No.
7 is April 7, 2016
INDEX TO FILINGS
|
|
Annex
|
Amendment to Selling Securityholder Information
|
|
A
|
ANNEX A
AMENDMENT TO SELLING SECURITYHOLDER INFORMATION
This Prospectus
Supplement No. 7 is being filed in connection with several changes to the selling securityholder information as set forth in the
Prospectus dated January 15, 2016 (as supplemented to date, the “
Prospectus
”)
resulting from Michael A. Parker’s transfer of the 5,000,000 shares of Common Stock and Series D Warrants exercisable for
up to an additional 5,000,000 shares of Common Stock that the Company issued to him in connection with the closing of the 2015
Private Placement Financing. In particular, in March 2016, Mr. Parker transferred (i) 5,000,000 shares of Common Stock to Tungsten
III, LLC (“
Tungsten
”), an Arizona limited liability company of which Michael
Parker is the sole manager (the “
Tungsten Shares
”); (ii) Series D Warrants exercisable for up to 4,500,000 shares
of Common Stock to Tungsten; (iii) Series D Warrants exercisable for up to 455,000 shares of Common Stock to C. Richard Childress;
and (iv) Series D Warrants exercisable for up to 45,000 shares of Common Stock to Mark C. Schmitt (the “
Schmitt Warrants
”).
The Tunsten Shares and the Schmitt Warrants were transferred without registration rights under the 2015 Registration Rights Agreement,
and therefore are not being registered in the 2015 Registration Statement of which this Prospectus forms a part.
As a result of Mr. Parker’s transfers,
the selling securityholders table appearing under the heading “SELLING SECURITYHOLDERS” in the Prospectus is hereby
amended by (x) deleting the row for Mr. Parker from the selling securityholders table; (y) adding the rows set forth in the table
below for Tungsten and Mr. Childress immediately after the row for “Intracoastal Capital, LLC” of the selling securityholders
table; and (iii) replacing the current “Total” row of the selling securityholders table with the revised “Total”
row in the table below:
Column 1
|
Column 2
|
Column 3
|
Column 4
|
Column 5
|
Column 6
|
Name of Selling Securityholder
|
Number of Shares of Common Stock Issued and Issuable (1)
|
Number of Shares of Common Stock Beneficially Owned Prior to this Offering (2)
|
Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus (3)
|
Number of Shares of Common Stock Beneficially Owned After This Offering (4)
|
Percentage of Shares of Common Stock Beneficially Owned After This Offering (5)
|
Tungsten III, LLC (26)
|
9,500,000
|
5,000,000
|
4,500,000
|
5,000,000
|
4.30%
|
C. Richard Childress (27)
|
658,000
|
658,000
|
455,000
|
203,000
|
0.18%
|
Total
|
28,557,155
|
24,057,155
|
20,545,599
|
8,011,556
|
6.96%
|
|
(26)
|
Michael A. Parker is the sole manager of Tungsten III,
LLC (“
Tungsten
”). As sole manager, Mr. Parker has sole voting and dispositive power over the securities held
by Tungsten, which may be deemed to have beneficial ownership of 5,000,000 shares of Common Stock originally issued to Mr. Parker,
an investor in the 2015 Private Placement Financing and an affiliate of Tungsten, and assigned to Tungsten in March 2016, none
of which are being registered in the 2015 Registration Statement of which this prospectus forms a part. The information presented
for Tungsten in Column 3 of this table excludes (i) 4,500,000 shares of Common Stock issuable upon exercise of Series D Warrants
originally issued to Mr. Parker in connection with the 2015 Private Placement Financing and assigned to Tungsten in March 2016
because such warrants contain ownership limitations pursuant to which the holder is prohibited from exercising such warrants to
the extent (but only to the extent) that the exercise thereof would result in the holder or any of its affiliates beneficially
owning more than 4.9% of our Common Stock after giving effect to such exercise;
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 wavier notice; and (ii) 1,500,961 shares of Common Stock acquired by Mr. Parker in transactions unrelated to
the 2015 Private Placement Financing, none of which are being registered in the 2015 Registration Statement of which this prospectus
forms a part. As of April 6, 2016, Tungsten has not waived the ownership limitation in its Series D Warrants.
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|
(27)
|
Mr. Childress may be deemed to have beneficial ownership
of (i) 455,000 shares of Common Stock issuable upon exercise of Series D Warrants originally issued to Mr. Parker, an investor
in the 2015 Private Placement Financing, and assigned to Mr. Childress in March 2016; and (ii) 203,00 shares of Common Stock acquired
by Mr. Childress in transactions unrelated to the 2015 Private Placement Financing, none of which are being registered in the
2015 Registration Statement of which this prospectus forms a part.
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