Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director
On December 30, 2021, Jim Sulat notified the board of directors (the "Board") of
Arch Therapeutics, Inc. (the "Company") that he will resign as a member of the
Board effective December 31, 2021. There are no disagreements of any kind
between the Company and Mr. Sulat related to his resignation as a director or
otherwise.
Appointment of New Director
On December 31, 2021, the Board appointed Guy L. Fish, age 62, to serve as a
director of the Company, effective immediately.
Dr. Fish is currently employed by the Greater Lawrence Family Health Centers, a
nationally recognized Federally Qualified Health Center, where he has served as
the Chief Executive Officer since 2021. Dr. Fish is also the President and
Co-Founder of Ivy Consulting Partners, Inc., a boutique consultancy focused on
healthcare, corporate and leadership development, and business strategy, a role
he has held since 1999. Dr. Fish served as the Chief Executive Officer at
Cellanyx LLC, a cancer diagnostic company, from 2019 to 2020. From 2002 to 2021,
Dr. Fish served in various executive positions at Fletcher Spaght, Inc., a
strategy management firm focused on health care innovator companies. From 2006
to 2019, Dr. Fish served as an investor and Senior Vice President at Fletcher
Spaght Ventures. Dr. Fish has served as a member of the board of directors of
Etiometry, Inc. since 2019, PhaseBio Pharmaceuticals, Inc. (NASDAQ:PHAS) from
2009 to 2018, and Metabolon, Inc. from 2010 to 2017. Dr. Fish holds an MBA
degree from Yale University School of Management and a M.D. degree from Yale
University School of Medicine. Dr. Fish holds a bachelor's degree in
biochemistry from Harvard University. The Company believes that Dr. Fish is
qualified to serve on the Board as a result of his extensive leadership
experience in the medical field, as well as his record of accomplishment in
business strategy and operations.
In connection with his appointment to the Board, the Board granted Dr. Fish
stock options to purchase 250,000 shares of the Company's common stock, which
vest monthly on each of the first 36 monthly anniversaries of the grant date and
are exercisable at $0.095 per share. Dr. Fish will receive an annual retainer of
$25,000 for his service on the Board, an additional $2,500 for any standing
committee of the Board on which he serves as chair, and an additional $5,000 if
Dr. Fish serves as chair of the Board, up to a maximum of $30,000 per year,
payable in cash or stock.
There are no arrangements or understandings pursuant to which Dr. Fish was
appointed as a director, and there are no related party transactions between the
Company and Dr. Fish reportable under Item 404(a) of Regulation S-K.
A copy of the press release announcing Dr. Fish's appointment to the Board is
filed as Exhibit 99.01 to, and incorporated by reference in, this report.
Item 9.01 Financial Statements and Exhibit
(d) The following exhibits are being filed herewith:
Exhibit Description
99.1 Press Release issued by Arch Therapeutics, Inc. on January 4,
2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
Document).
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