SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS From April 1, 2024 through April 3, 2024, the Company raised an additional $ 125,000 With respect to the $ 125,000 As of May 9, 2024, the Company had not been approved to be listed on a qualifying national exchange, had not repaid any advances, and had not received notice from any investors to receive pre-funded warrants and common warrants in lieu of prepayment. From April 12, 2024 through May 1, 2024, the Company raised an additional $ 600,000 20 In May 2024, the Company issued its convertible notes payable totaling $ 2,220,000 1,850,000 370,000 10 0.50 June 30, 2024 100 0.515625 On June 12, 2024, the Company completed a second closing of its convertible notes payable totaling $180,000, in exchange for cash of $150,000, net of original issue discount of $30,000. All other terms were identical to the convertible notes payable issued by the Company in May 2024. | 12. SUBSEQUENT EVENTS In October and November 2023, the Company received shareholder advances in the aggregate of $ 450,000 On November 8, 2023, the Company entered into a Securities Purchase Agreement (the “PIPE SPA”) with certain institutional and accredited individual investors (collectively, the “Investors”) providing for the issuance and sale by the Company to the Investors of (i) pre-funded warrants (the “PIPE Pre-Funded Warrants”) and (ii) warrants (the “PIPE Common Warrants” and together with the PIPE Pre-Funded Warrants, the “PIPE Warrants”). The PIPE Warrants will be issued as part of a private placement offering authorized by the Company’s Board of Directors (the “PIPE Offering”). The estimated aggregate gross proceeds for the sale of the PIPE Warrants will be approximately $ 7.1 In November 2023, certain provisions of the Company’s Convertible Notes Payable, Senior Secured (See Note 6) and Exchange Notes (see Note 7) were amended to extend the date of the completion of an Uplist Transaction to March 15, 2024. In addition, upon effectivity of the Uplist Transaction, 50% of the then outstanding principal amount of the Convertible Notes Payable, Senior Secured and Exchange Notes shall automatically convert (the “Automatic Conversion”) into shares of Common Stock, with the conversion price for purposes of such Automatic Conversion of $ 4.00 6.3812 4.00 In November 2023, the Company amended the Second A&R Registration Rights Agreement to that certain Second Amended and Restated Registration Rights Agreement, dated as of May 15, 2023 to (I) extend the filing deadline by which the Company is obligated to file with the SEC a registration statement under the Securities Act of 1933, as amended, registering certain securities issued in the 2022 Convertible Note Offering to the earlier of (i) the date that is 30 days following the Uplist Transaction and (ii) January 31, 2024 (such date was subsequently extended to March 15, 2024), and (II) to provide for the inclusion of the Registerable Securities (as defined therein) in the Uplist S-1 (as defined therein). In November 2023, the Company also entered into an amendment to the Bridge SPA, with certain institutional and accredited individual investors that participated in the Bridge Offering. Under amendment, upon the closing of the next underwritten public offering of Common Stock (the “Qualifying Offering”), which the Company agreed is the Uplist Transaction, if the effective offering price to the public per share of Common Stock (the “Qualifying Offering Price”) is lower than $ 4.00 per share, then the Company shall issue additional Bridge Pre-Funded Warrants, or shares of Common Stock in lieu thereof to the extent necessary to cause the Company to meet the listing requirements of the Company’s proposed trading market in the Uplist Transaction, in an amount reflecting a reduction in the purchase price paid for the Bridge Shares and Bridge Pre-Funded Warrants that equals the proportion by which the Qualifying Offering Price is less than $ 4.00 . Condensed Consolidated Balance Sheets As of March 31, 2024 (Unaudited) and September 30, 2023 March 31, September 30, 2024 2023 (unaudited) ASSETS Current assets: Cash $ 26,426 $ 222,720 Inventory 1,329,593 1,364,504 Prepaid expenses and other current assets 177,158 362,866 Total current assets 1,533,177 1,950,090 Long-term assets: Property and equipment, net 3,390 4,599 Other assets 3,500 3,500 Total long-term assets 6,890 8,099 Total assets $ 1,540,067 $ 1,958,189 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable $ 2,969,520 $ 2,304,207 Accrued interest 1,026,963 823,128 Shareholders advances related to bridge financing 1,125,000 - Accrued expenses and other liabilities 363,092 467,496 Insurance premium financing 34,755 243,285 Convertible notes payable, senior secured, current portion, net of discount 4,211,720 3,519,103 Convertible notes payable, unsecured, current portion, net of discount 2,686,501 1,658,702 Convertible notes payable, Series 2, unsecured, current portion - 450,000 Current portion of convertible note - 450,000 Total current liabilities 12,417,551 9,465,921 Commitments and contingencies - - Stockholders’ deficit: Preferred stock, $ 0.001 5,000,000 none - - Preferred stock Common stock, $ 0.001 350,000,000 4,444,364 4,689,446 4,444 4,689 Common stock 4,444 4,689 Additional paid-in capital 55,324,472 54,543,188 Accumulated deficit (66,206,400 ) (62,055,609 ) Total stockholders’ deficit (10,877,484 ) (7,507,732 ) Total liabilities and stockholders’ deficit $ 1,540,067 $ 1,958,189 The accompanying notes are an integral part of these condensed consolidated financial statements. Condensed Consolidated Statements of Operations (Unaudited) For the Three and Six Months Ended March 31, 2024 and 2023 2024 2023 2024 2023 For the three months ended For the six months ended March 31, March 31, March 31, March 31, 2024 2023 2024 2023 Revenue $ 31,866 $ 16,654 $ 77,733 $ 22,914 Operating expenses: Cost of revenues 21,555 18,718 45,161 36,353 Selling, general and administrative expenses 683,184 1,252,786 1,994,534 2,355,701 Research and development expenses 203,869 170,634 409,449 332,087 Total operating expenses 908,608 1,442,138 2,449,144 2,724,141 Loss from operations (876,742 ) (1,425,484 ) (2,371,411 ) (2,701,227 ) Other (expense) income: Interest expense (592,397 ) (635,190 ) (1,779,380 ) (1,159,503 ) Gain on extinguishment of derivative liabilities - 1,158,197 - 1,158,197 Total other (expense) income, net (592,397 ) 523,007 (1,779,380 ) (1,306 ) Net loss $ (1,469,139 ) $ (902,477 ) $ (4,150,791 ) $ (2,702,533 ) Net loss per common share - basic and diluted $ (0.33 ) $ (0.71 ) $ (0.90 ) $ (2.15 ) Weighted common shares - basic and diluted 4,497,111 1,263,585 4,602,623 1,258,099 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) For the Three and Six Months Ended March 31, 2024 and 2023 Preferred Amount Common Stock Amount Additional Paid- Accumulated Total Balance at September 30, 2023 - $ - 4,689,446 $ 4,689 $ 54,543,188 $ (62,055,609 ) $ (7,507,732 ) Net loss - - - - - (2,681,652 ) (2,681,652 ) Issuance of common stock upon conversion of convertible notes - - 52,918 53 587,906 - 587,959 Stock-based compensation expense - - - - 25,909 - 25,909 Balance at December 31, 2023 - - 4,742,364 4,742 55,157,003 (64,737,261 ) (9,575,516 ) Net loss - - - - - (1,469,139 ) (1,469,139 ) Issuance of common stock upon conversion of convertible notes - - 2,000 2 18,278 - 18,280 Issuance of warrants, net of financing costs - - - - 148,891 - 148,891 Exchange of common stock into warrants - - (300,000 ) (300 ) 300 - - Balance at March 31, 2024 - $ - 4,444,364 $ 4,444 $ 55,324,472 $ (66,206,400 ) $ (10,877,484 ) Balance at September 30, 2022 - $ - 1,252,734 $ 1,252 $ 50,878,718 $ (55,072,773 ) $ (4,192,803 ) Net loss - - - - - (1,800,056 ) (1,800,056 ) Stock-based compensation expense - - - - 104,026 - 104,026 Balance at December 31, 2022 - - 1,252,734 1,252 50,982,744 (56,872,829 ) (5,888,833 ) Balance - - 1,252,734 1,252 50,982,744 (56,872,829 ) (5,888,833 ) Net loss - - - - - (902,477 ) (902,477 ) Vesting of restricted stock - - 250 - - - - Issuance of common stock and warrants, net of financing costs - - 9,598 10 287,410 - 287,420 Exchange of warrants into common stock - - 12,019 13 49,265 - 49,278 Stock-based compensation expense - - - - 68,524 - 68,524 Balance at March 31, 2023 - $ - 1,274,601 $ 1,275 $ 51,387,943 $ (57,775,306 ) $ (6,386,088 ) Balance - $ - 1,274,601 $ 1,275 $ 51,387,943 $ (57,775,306 ) $ (6,386,088 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. Condensed Consolidated Statements of Cash Flows (Unaudited) For the Six Months Ended March 31, 2024 and 2023 2024 2023 For the Six Months Ended March 31, March 31, 2024 2023 Cash flows from operating activities: Net loss $ (4,150,791 ) $ (2,702,533 ) Adjustments to reconcile net loss to cash used in operating activities: Depreciation 1,209 1,043 Stock-based compensation 25,909 172,550 Gain on extinguishment of derivative liabilities - (1,158,197 ) Accretion of discount and debt issuance costs on convertible notes payable 1,437,588 846,147 Changes in operating asset and liabilities: Inventory 34,911 12,464 Prepaid expenses and other current assets 185,707 280,058 Accounts payable 665,314 1,097,894 Accrued interest 341,793 313,356 Accrued expenses and other liabilities (104,404 ) (112,713 ) Net cash used in operating activities (1,562,764 ) (1,249,931 ) Cash flows from financing activities: Repayment of insurance premium financing (208,530 ) (212,514 ) Shareholder advances related to bridge financing 1,125,000 230,000 Proceeds from unsecured convertible notes 450,000 515,000 Net cash provided by financing activities 1,366,470 532,486 Net decrease in cash (196,294 ) (717,445 ) Cash, beginning of period 222,720 746,940 Cash, end of period $ 26,426 $ 29,495 Non-cash financing activities: Exchange of Senior Secured and Series 2 Convertible notes and accrued interest into common stock $ 606,239 $ - Relative fair value of warrants issued – fourth close $ 148,891 $ - Conversion of convertible notes and accrued interest to common stock, net $ 606,239 $ - Exchange of Series G and Series H warrants for common stock $ - $ 49,278 Issuance of restricted stock $ - $ 3,019 Fair value of warrants issued - second close $ - $ 256,439 Fair value of inducement shares issued - second close $ - $ 25,840 Fair value of placement agent warrants - second close $ - $ 28,093 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. ARCH THERAPEUTICS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE AND SIX-MONTHS ENDED MARCH 31, 2024 AND 2023 (Unaudited) |