REPLACEMENT WARRANT TO PURCHASE COMMON STOCK ARCH THERAPEUTICS, INC.Arch Therapeutics, Inc. • November 9th, 2023 • Surgical & medical instruments & apparatus
THIS REPLACEMENT WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [__], 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Arch Therapeutics, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 12th, 2021 • Arch Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 11, 2021, between Arch Therapeutics, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2023 • Arch Therapeutics, Inc. • Surgical & medical instruments & apparatus
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of July 7, 2023 between the Company and each Purchaser (the “Purchase Agreement”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT ARCH THERAPEUTICS, INC.Arch Therapeutics, Inc. • November 9th, 2023 • Surgical & medical instruments & apparatus • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Arch Therapeutics, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SUPPLY AGREEMENT BETWEEN VALEO SERVICE EXPORT [VALE] 70, rue Pleyel, 93285 Saint Denis Cedex Tel: 33 1 49 45 32 32 www.valeoservice.com AND ALMAH, INC [ALMAH] 1802 North Carson Street Suite 108 Carson City, Nevada 89701 www.almahautoparts.com 1....Supply Agreement • February 21st, 2012 • Almah,inc • Retail-auto & home supply stores
TRUE-UP PRE-FUNDED COMMON STOCK PURCHASE WARRANT ARCH THERAPEUTICS, INC.Arch Therapeutics, Inc. • November 9th, 2023 • Surgical & medical instruments & apparatus
THIS TRUE-UP PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Arch Therapeutics, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT ARCH THERAPEUTICS, INC.Common Stock Purchase Warrant • November 9th, 2023 • Arch Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September [__], 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Arch Therapeutics, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 13th, 2019 • Arch Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 12, 2019, between Arch Therapeutics, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 21st, 2017 • Arch Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 20, 2017, between Arch Therapeutics, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT ARCH THERAPEUTICS, INC.Arch Therapeutics, Inc. • May 23rd, 2023 • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on______(such applicable date, the “Termination Date”) but not thereafter, to subscribe for and purchase from Arch Therapeutics, Inc., a Nevada corporation (the “Company”), up to__________1shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractArch Therapeutics, Inc. • June 5th, 2020 • Surgical & medical instruments & apparatus
THIS WARRANT AND THE SECURITIES THAT MAY BE ACQUIRED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, HYPOTHECATED, OR OTHERWISE DISPOSED OF (COLLECTIVELY, A “TRANSFER”) UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO SAID ACT AND SUCH LAWS; OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SAID ACT AND SUCH LAWS AND THE RECIPIENT OF SUCH TRANSFER EXECUTES AN AGREEMENT WITH THE COMPANY (IN A FORM REASONABLY SATISFACTORY TO THE COMPANY) OBLIGATING IT TO ABIDE BY COMPARABLE RESTRICTIONS ON TRANSFER.
STRICTLY CONFIDENTIAL Arch Therapeutics, Inc.Letter Agreement • February 12th, 2021 • Arch Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
●] UNITS EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK ARCH THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 23rd, 2023 • Arch Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
The undersigned, Arch Therapeutics, Inc., a Nevada corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as defined below) as being subsidiaries or affiliates of Arch Therapeutics, Inc., if any, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC (“Maxim”) is acting as representative to the several Underwriters (in such capacity, the “Representative” and if there are no Underwriters under than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • January 31st, 2023 • Arch Therapeutics, Inc. • Surgical & medical instruments & apparatus
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [ ], 2023 (the “Issuance Date”) is between Arch Therapeutics, Inc. a Nevada corporation (the “Company”), and Empire Stock Transfer Inc., a Nevada corporation (the “Warrant Agent”).
ARCH THERAPEUTICS, INC. COMMON STOCK PURCHASE WARRANTArch Therapeutics, Inc. • September 7th, 2023 • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [__] or his assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 7, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Arch Therapeutics, Inc., a Nevada corporation (the “Company”), up to [__] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2022 • Arch Therapeutics, Inc. • Surgical & medical instruments & apparatus
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of July 6, 2022 between the Company and each Purchaser (the “Purchase Agreement”).
SECURITY AGREEMENTSecurity Agreement • July 8th, 2022 • Arch Therapeutics, Inc. • Surgical & medical instruments & apparatus • Nevada
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of July 6, 2022 between Arch Therapeutics, Inc., a Nevada corporation (the “Company”), Arch Biosurgery, Inc., a Massachusetts corporation (together with each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, which shall include all wholly-owned or majority-owned subsidiaries of the Company acquired after the date hereof for so long as this Agreement remains in effect, are hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and [***], in its capacity as Collateral Agent for the benefit of itself and each of the Purchasers (as hereinafter defined) (each, together with its respective successors and assigns, a “Secured Party,” and collectively the “Secured Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2023 • Arch Therapeutics, Inc. • Surgical & medical instruments & apparatus
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of November [●], 2023 between the Company and each Purchaser (the “Purchase Agreement”).
PURCHASE ORDER FORM (Subscription Agreement)Almah,inc • January 5th, 2012
Concurrent with execution of this Agreement, the Purchaser is purchasing _______________________________________________ (__________) shares of Common Stock of Almah, Inc., a Nevada corporation (the "Company") at a price of $0.01 per Share (the "Subscription Price"). Purchaser hereby confirms the subscription for and purchase of said number of shares and hereby agrees to pay herewith the Subscription Price for such Shares.
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • October 5th, 2023 • Arch Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
WARRANT AGENCY AGREEMENT, dated as of September [__], 2023 (“Agreement”), between Arch Therapeutics, Inc., a Nevada corporation (the “Company”), and Empire Stock Transfer, a [federally chartered trust company] (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENT (Signature Page)Securities Purchase Agreement • May 20th, 2013 • Almah,inc • Retail-auto & home supply stores • Nevada
Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 9th, 2023 • Arch Therapeutics, Inc. • Surgical & medical instruments & apparatus • Florida
This letter (this “Agreement”) constitutes the agreement between Arch Therapeutics, Inc., a Nevada corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson”) pursuant to which Dawson shall serve as the placement agent (the “Placement Agent”) (the “Services”), for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and placement by the Company of its Securities (as defined Section 3 of this Agreement) in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act, and Dawson agrees to act as the Company’s exclusive Placement Agent (the “Offering”). The Company and Dawson hereby mutually agree to the terms of the Offering and the Securities, and nothing in this Agreement may be construed
BETWEEN Reborda , UAB (www.reborda.lt) And Almah, IncDistribution and Mrketing Agreement • February 21st, 2012 • Almah,inc • Retail-auto & home supply stores
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 9th, 2023 • Arch Therapeutics, Inc. • Surgical & medical instruments & apparatus • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November [●], 2023 (the “Effective Date”), by ARCH THERAPEUTICS, INC., a Nevada corporation, with headquarters located at 235 Walnut Street, Suite 6, Framingham, MA 01702 (the “Company”), and each buyer identified on the signature pages hereto (each, including it successors and assigns, a “Buyer” and collectively, the “Buyers”).
ARCH THERAPEUTICS, INC. FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2014 • Arch Therapeutics, Inc. • Retail-auto & home supply stores • New York
This FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is made by and between Arch Therapeutics, Incorporated (the “Company”) and Terrence W. Norchi, MD (the “Employee”), effective as of March 13, 2014, upon approval by the Company’s Board of Directors, with reference to the following facts:
AMENDMENT NO. 3 TO UNSECURED CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • August 11th, 2023 • Arch Therapeutics, Inc. • Surgical & medical instruments & apparatus
This Amendment No. 3 (this “Amendment”), dated as of July 7, 2023, to those certain Unsecured Convertible Promissory Notes (as amended, the “Third Notes”), issued by Arch Therapeutics, Inc., a Nevada corporation (the “Company”), to each Holder pursuant to that certain Securities Purchase Agreement, dated July 6, 2022, by and among the Company and the signatories thereto (the “Holders”), as amended on January 18, 2023 and as subsequently amended on May 15, 2023 (as amended, the “Securities Purchase Agreement”) is made by and among the Company and the Consenting Stockholders (as defined below). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Securities Purchase Agreement.
ARCH THERAPEUTICS, INC. Executive EMPLOYMENT AGREEMENTEmployment Agreement • July 8th, 2013 • Arch Therapeutics, Inc. • Retail-auto & home supply stores • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of July 2, 2013 (the “Effective Date”), by and between Arch Therapeutics, Inc., a Nevada corporation (the “Company”), and William M. Cotter (“Executive”). The parties hereby agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 2016 • Arch Therapeutics, Inc. • Retail-auto & home supply stores • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 31st, 2014 • Arch Therapeutics, Inc. • Retail-auto & home supply stores • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 30, 2014, is by and among Arch Therapeutics, Inc., a Nevada corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
ARCH THERAPEUTICS, INC. Executive EMPLOYMENT AGREEMENTEmployment Agreement • July 7th, 2014 • Arch Therapeutics, Inc. • Retail-auto & home supply stores • Massachusetts
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of July 7, 2014 (the “Effective Date”), by and between Arch Therapeutics, Inc., a Nevada corporation (the “Company”), and Richard E. Davis (“Executive”), with respect to the following facts:
AMENDMENT TO SERIES A WARRANTS, SERIES B WARRANTS AND SERIES C WARRANTS TO PURCHASE COMMON STOCKArch Therapeutics, Inc. • December 2nd, 2014 • Retail-auto & home supply stores
This Amendment to Series A Warrants, Series B Warrants and Series C Warrants to Purchase Common Stock (the “Amendment”) by and between Arch Therapeutics, Inc., a Nevada corporation (the “Company”), and Cranshire Capital Master Fund, Ltd. (“Cranshire”) is made as of December 1, 2014 (the “Effective Date”).
Amendment No. 1 to Agreement and Plan of MergerAgreement and Plan of Merger • August 14th, 2013 • Arch Therapeutics, Inc. • Retail-auto & home supply stores • Nevada
This Amendment No. 1 to Agreement and Plan of Merger (the “Amendment”) is made as of May 23, 2013 by and among ALMAH, INC., a Nevada corporation (“Parent”), ARCH Acquisition Corporation, a Massachusetts corporation (“Acquisition Corp.”) and ARCH THERAPEUTICS, INC., a Massachusetts corporation (the “Company”).
AMENDMENT NO. 1 TO SERIES 1 UNSECURED CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • March 17th, 2023 • Arch Therapeutics, Inc. • Surgical & medical instruments & apparatus
This Amendment No. 1 (this “Amendment”), dated as of March 10, 2023, to those certain Series 1 Unsecured Convertible Promissory Notes (as amended, the “Series 1 Notes”), issued by Arch Therapeutics, Inc., a Nevada corporation (the “Company”), to each note holder (collectively, the “Note Holders”) on June 4, 2020, as amended by that certain Subordination Agreement, dated as of July 6, 2022, by and between the Company and each Note Holder (the “Subordination Agreement”), is made by and among the Company and the Requisite Holders (as defined below). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Series 1 Notes.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 31st, 2014 • Arch Therapeutics, Inc. • Retail-auto & home supply stores • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February [___], 2014, is by and among Arch Therapeutics, Inc., a Nevada corporation (the “Company”), and each of the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
ARCH THERAPEUTICS, INC. OMNIBUS AMENDMENT TO NOTES AND WARRANTSNotes and Warrants • August 11th, 2023 • Arch Therapeutics, Inc. • Surgical & medical instruments & apparatus
This Omnibus Amendment to Notes and Warrants (this “Amendment”) to those certain (i) “First Notes” (the “First Notes”) (as defined in the Purchase Agreement (as defined below)), (ii) “Second Notes” (the “Second Notes”) (as defined in the Purchase Agreement), (iii) Third Notes (the “Third Notes” and, collectively with the First Notes and Second Notes, the “Notes”) (as defined in the Purchase Agreement), and (iv) related warrants (the “First Warrants”, “Second Warrants” and “Third Warrants”, respectively, and collectively, the “Warrants”) issued pursuant to the certain Securities Purchase Agreement, dated July 6, 2022, as amended on January 18, 2023 and May 15, 2023 (as amended, the “Purchase Agreement”), by and among Arch Therapeutics, Inc., a Nevada corporation (the “Company”) and certain institutional and accredited institutional investors (collectively, the “Holders”), is made by and among the Company and the Consenting Stockholders (as defined below). Capitalized terms not otherwise
