Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Amendment to the Securities Purchase Agreement Dated May 15, 2024

As previously disclosed in the Current Report on Form 8-K filed by Arch Therapeutics, Inc. (the "Company") with the Securities and Exchange Commission (the "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 (collectively, the "Investors") 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 2024 First Notes were issued as part of a convertible notes offering authorized by the Company's board of directors (the "Convertible Notes Offering").

On September 15, 2024, the Company entered into Amendment No. 1 to the SPA (the "First Amendment" and, together with the SPA, the "Amended SPA"), with certain Investors representing the Consenting Buyers (as defined in the First Amendment) to increase the Maximum Amount (as defined in the Amended SPA) from two million seven hundred seventy five thousand and No/100 United States Dollars (US$2,775,000) to four million and No/100 United States Dollars (US$4,000,000). Except as expressly stated in the First Amendment, all other terms and provisions of the SPA shall remain in full force and effect.

Amendments to 2022 Notes and 2024 Notes

Effective September 15, 2024, Arch Therapeutics, Inc. (the "Company") entered into an amendment ("Amendment No. 19 to the First 2022 Notes") with the holders of the Company's outstanding Senior Secured Convertible Promissory Notes, as separately amended on February 14, 2023, March 10, 2023, March 15, 2023, April 15, 2023, May 15, 2023, June 15, 2023, July 1, 2023, July 7, 2023, July 31, 2023, August 30, 2023, September 30, 2023, October 31, 2023, November 15, 2023, January 5, 2024, March 15, 2024, April 30, 2024, June 30, 2024 and August 15, 2024 (as amended, the "First 2022 Notes"), issued in connection with a private placement financing the Company completed on July 6, 2022.

Effective September 15, 2024, the Company also entered into an amendment ("Amendment No. 19 to the Second 2022 Notes") with the holders of the Company's outstanding Unsecured Convertible Promissory Notes, as separately amended on February 14, 2023, March 10, 2023, March 15, 2023, April 15, 2023, May 15, 2023, June 15, 2023, July 1, 2023, July 7, 2023, July 31, 2023, August 30, 2023, September 30, 2023, October 31, 2023, November 15, 2023, January 5, 2024, March 15, 2024, April 30, 2024, June 30, 2024 and August 15, 2024 (as amended, the "Second 2022 Notes"), issued in connection with a private placement financing the Company completed on January 18, 2023.

Effective September 15, 2024, the Company also entered into an amendment ("Amendment No. 14 to the Third 2022 Notes") with the holders of the Company's outstanding Unsecured Convertible Promissory Notes, as separately amended on June 15, 2023, July 1, 2023, July 7, 2023, July 31, 2023, August 30, 2023, September 30, 2023, October 31, 2023, November 15, 2023, January 5, 2024, March 15, 2024, April 30, 2024, June 30, 2024 and August 15, 2024 (as amended, the "Third 2022 Notes"), issued in connection with a private placement financing the Company completed on May 15, 2023.

Effective September 15, 2024, the Company also entered into an amendment ("Amendment No. 5 to the Fourth 2022 Notes") with the holders of the Company's outstanding Unsecured Convertible Promissory Notes, as separately amended on March 15, 2024, April 30, 2024, June 30, 2024 and August 15, 2024issued in connection with a private placement financing the Company completed on March 12, 2024 (as amended, the "Fourth 2022 Notes").

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