Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed in the Current Report on Form 8-K filed by Arch Therapeutics, Inc. (the "Company") with the Securities and Exchange Commission ("SEC") on May 21, 2024, the Company entered into a Securities Purchase Agreement, dated May 15, 2024 (the "SPA"), with certain institutional and accredited individual investors who have previously purchased secured promissory notes from the Company, providing for the issuance and sale by the Company to the investors certain Secured Promissory Notes (each a "2024 First Note" and collectively, the "2024 First Notes") convertible into shares of common stock, par value $0.001 per share (the "Common Stock") (the "Convertible Notes Offering"). The initial closing (the "Initial Closing") of the Convertible Notes Offering occurred on May 15, 2024 (the "Initial Closing Date").

As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on June 18, 2024, the Company consummated a second closing on June 12, 2024 (the "Second Closing") of the Convertible Notes Offering pursuant to the terms and conditions of the SPA with a certain institutional investor providing for the issuance and sale by the Company to the investor a 2024 First Note convertible into shares of Common Stock. The 2024 First Note was issued as part of the Convertible Notes Offering previously authorized by the Company's board of directors. In connection with the Second Closing of the Convertible Notes Offering, the Company issued and sold to the investor a 2024 First Note in the principal amount of $180,000, which includes a $30,000 original issue discount in respect of the 2024 First Note. The net proceeds for the sale of the 2024 First Note was approximately $150,000, after deducting issuance discounts. The Second Closing of the sale of the 2024 First Note under the SPA occurred on June 12, 2024.

As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on June 28, 2024, the Company consummated a third closing on June 26, 2024 (the "Third Closing") of the Convertible Notes Offering pursuant to the terms and conditions of the SPA with a certain institutional investor providing for the issuance and sale by the Company to the investor a 2024 First Note convertible into shares of Common Stock. The 2024 First Note was issued as part of the Convertible Notes Offering previously authorized by the Company's board of directors. In connection with the Third Closing of the Convertible Notes Offering, the Company issued and sold to the investor a 2024 First Note in the principal amount of $90,000, which includes a $15,000 original issue discount in respect of the 2024 First Note. The net proceeds for the sale of the 2024 First Note was approximately $75,000, after deducting issuance discounts. The Third Closing of the sale of the 2024 First Note under the SPA occurred on June 26, 2024.

As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on August 2, 2024, the Company consummated a fifth closing (the "Fifth Closing") of the Convertible Notes Offering pursuant to the terms and conditions of the SPA with certain institutional and accredited individual investors who have previously purchased secured promissory notes from the Company (the "Investors"), providing for the issuance and sale by the Company to the Investors 2024 First Notes convertible into shares of Common Stock. The 2024 First Notes were issued as part of the Convertible Notes Offering previously authorized by the Company's board of directors. In connection with the Fifth Closing of the Convertible Notes Offering, the Company issued and sold to the Investors 2024 First Notes in the aggregate principal amount of $96,000, which includes an aggregate $16,000 original issue discount in respect of the 2024 First Notes. The net proceeds for the sale of the 2024 First Notes was approximately $80,000, after deducting issuance discounts. The Fifth Closing of the sale of the 2024 First Notes under the SPA occurred on July 29, 2024 (the "Fifth Closing Date").

On August 19, 2024, the Company consummated a sixth closing (the "Sixth Closing") of the Convertible Notes Offering pursuant to the terms and conditions of the SPA with certain institutional and accredited individual investors who have previously purchased secured promissory notes from the Company (the "Investors"), providing for the issuance and sale by the Company to the Investors 2024 First Notes convertible into shares of Common Stock. The 2024 First Notes were issued as part of the Convertible Notes Offering previously authorized by the Company's board of directors. In connection with the Sixth Closing of the Convertible Notes Offering, the Company issued and sold to the Investors 2024 First Notes in the aggregate principal amount of $120,000, which includes an aggregate $20,000 original issue discount in respect of the 2024 First Notes. The net proceeds for the sale of the 2024 First Notes was approximately $100,000, after deducting issuance discounts. The Sixth Closing of the sale of the 2024 First Notes under the SPA occurred on August 19, 2024 (the "Sixth Closing Date").