Current Report Filing (8-k)
27 Mai 2020 - 5:46PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
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
ARCH THERAPEUTICS,
INC.
(Exact name of registrant as specified in
its charter)
Nevada
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000-54986
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46-0524102
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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235 Walnut Street, Suite 6
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Framingham, Massachusetts
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01702
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(Address of principal executive offices)
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(Zip Code)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N|A
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N|A
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N|A
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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. ¨
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Item
5.03
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Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
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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:
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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
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·
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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.
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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
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Item 9.01
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Financial Statements and Exhibit
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(d) Exhibits
SIGNATURES
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.
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ARCH THERAPEUTICS, INC.
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Dated: May 27, 2020
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By:
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/s/ Terrence W. Norchi, M.D.
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Name:
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Terrence W. Norchi, M.D.
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Title:
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President, Chief Executive Officer
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