Exhibit 4.1


 


DESCRIPTION OF THE REGISTRANT’S
SECURITIES REGISTERED PURSUANT

TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934


 


As of November 18, 2020, Arch Therapeutics,
Inc. had one class of common stock registered under Section 12 of the Securities Exchange Act of 1934, as amended.


 


The following description of our common
stock, par value $0.001 per share (“Common Stock”) is a summary and does not purport to be complete. It is subject
to and qualified in its entirety by reference to our amended and restated Articles of Incorporation (the “Articles of
Incorporation”) and our amended and restated bylaws (the “Bylaws”), each of which is incorporated
herein by reference as an exhibit to the Annual Report on Form 10-K filed with the Securities and Exchange Commission, of which
this Exhibit 4.1 is a part. We encourage you to read our Certificate of Incorporation, our Bylaws and the applicable provisions
of the Nevada Revised Statutes (“NRS”).


 


Authorized Capital Stock


 


Effective May 24, 2013, we amended our
Articles of Incorporation to increase our authorized Common Stock from 75,000,000 shares to 300,000,000 shares. Other than our
Common Stock, we have no other class or series of authorized capital stock.


 


Also on May 24, 2013, we effected a forward
stock split, by way of a stock dividend, of our issued and outstanding shares of Common Stock at a ratio of 11 shares to each one
issued and outstanding share. As a result, our outstanding Common Stock increased from 3,960,000 shares to 43,560,000 shares immediately
following the forward stock split.


 


On July 1, 2020, a special meeting of the
Company was held. At the meeting, the stockholders approved an increase to the number of authorized shares of our Common Stock
from 300,000,000 to 800,000,000 shares.


 


Description of Common Stock


 


The holders of
our Common Stock, par value $0.001 per share, are entitled to one vote per share on all matters submitted to a vote of our stockholders,
including the election of directors. Our Articles of Incorporation do not provide for cumulative voting in the election of directors,
and our Bylaws provide that directors are elected by a plurality vote of the votes cast and entitled to vote on the election of
directors at any meeting for the election of directors at which a quorum is present. Matters other than the election of directors
to be voted on by stockholders are generally approved if, at a duly convened stockholder meeting, the number of votes cast in favor
of the action exceeds the number of votes cast in opposition to the action, unless a different vote for the action is required
by applicable law, our Articles of Incorporation or our Bylaws. Applicable Nevada law requires any amendment to our Articles of
Incorporation to be approved by stockholders holding shares entitling them to exercise at least a majority of the voting power
of the Company. The holders of our Common Stock will be entitled to cash dividends as may be declared, if any, by our Board of
Directors (“Board”) from funds available. Upon liquidation, dissolution or winding up of our Company, the holders of
our Common Stock will be entitled to receive pro rata all assets available for distribution to the holders. All rights of our Common
Stockholders described in this paragraph could be subject to any preferential voting, liquidation or other rights of any series
of preferred stock that we may authorize and issue in the future. Our Common Stock is presently traded on the QB tier of the OTC
Marketplace under the trading symbol “ARTH”.


 





     


     


    

 





Transfer Agent


 


The transfer agent
for our Common Stock is Empire Stock Transfer. Our transfer agent’s address is 1859 Whitney Mesa Drive, Henderson, Nevada
89014.


 


Anti-Takeover Provisions Of Nevada
State Law


 


Some features
of the NRS which are further described below, may have the effect of deterring third parties from making takeover bids for control
of us or may be used to hinder or delay a takeover bid. This would decrease the chance that our stockholders would realize a premium
over market price for their shares of Common Stock as a result of a takeover bid.


 


Acquisition of Controlling Interest


 


The NRS contain
provisions governing acquisition of a controlling interest of a Nevada corporation. These provisions provide generally that any
person or entity that acquires a certain percentage of the outstanding voting shares of a Nevada corporation may be denied voting
rights with respect to the acquired shares, unless certain criteria are satisfied. Our Bylaws provide that these provisions will
not apply to us or to any existing or future stockholder or stockholders.


 


Combination with Interested Stockholder


 


The NRS contain
provisions governing combinations of a Nevada corporation that has 200 or more stockholders of record with an “interested
stockholder.” These provisions only apply to a Nevada corporation that, at the time the potential acquirer became an interested
stockholder, has a class or series of voting shares listed on a national securities exchange, or has a class or series of voting
shares traded in an “organized market” and satisfies certain specified public float and stockholder levels. As we do
not now meet those requirements, we do not believe that these provisions are currently applicable to us. However, to the extent
they become applicable to us in the future, they may have the effect of delaying or making it more difficult to affect a change
in control of the Company in the future.


 


A corporation
affected by these provisions may not engage in a combination within two years after the interested stockholder acquires his, her
or its shares unless the combination or purchase is approved by the board of directors before the interested stockholder acquired
such shares. Generally, if approval is not obtained, then after the expiration of the two-year period, the business combination
may be consummated with the approval of the board of directors before the person became an interested stockholder or a majority
of the voting power held by disinterested stockholders, or if the consideration to be received per share by disinterested stockholders
is at least equal to the highest of:


 


		•	the highest price per share paid by the interested stockholder within the three years immediately
preceding the date of the announcement of the combination or within three years immediately before, or in, the transaction in which
he, she or it became an interested stockholder, whichever is higher;



 


		•	the market value per share on the date of announcement of the combination or the date the person
became an interested stockholder, whichever is higher; or



 


		•	if higher for the holders of preferred stock, the highest liquidation value of the preferred stock,
if any.



 


Generally, these
provisions define an interested stockholder as a person who is the beneficial owner, directly or indirectly of 10% or more of the
voting power of the outstanding voting shares of a corporation, and define combination to include any merger or consolidation with
an interested stockholder, or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or
a series of transactions with an interested stockholder of assets of the corporation:


 






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		•	having an aggregate market value equal to 5% or more of the aggregate market value of the assets
of the corporation;



 


		•	having an aggregate market value equal to 5% or more of the aggregate market value of all outstanding
shares of the corporation; or



 


		•	representing 10% or more of the earning power or net income of the corporation.



 


Liability And Indemnification Of
Directors And Officers


 


The NRS empower
us to indemnify our directors and officers against expenses relating to certain actions, suits or proceedings as provided for therein.
In order for such indemnification to be available, the applicable director or officer must not have acted in a manner that constituted
a breach of his or her fiduciary duties and involved intentional misconduct, fraud or a knowing violation of law, or must have
acted in good faith and reasonably believed that his or her conduct was in, or not opposed to, our best interests. In the event
of a criminal action, the applicable director or officer must not have had reasonable cause to believe his or her conduct was unlawful.


 


We have not entered
into separate indemnification agreements with our directors and officers. Our Bylaws provide that we shall indemnify any director
or officer to the fullest extent authorized by the laws of the State of Nevada. Our Bylaws further provide that we shall pay the
expenses incurred by an officer or director (acting in his capacity as such) in defending any action, suit or proceeding in advance
of the final disposition of such action, suit or proceeding, subject to the delivery to us by or on behalf of such director or
officer of an undertaking to repay the amount of such expenses if it shall ultimately be determined that he or she is not entitled
to be indemnified by us as authorized in our bylaws or otherwise.


 


The NRS further
provide that a corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who
is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability
asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising
out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses.
We have secured a directors’ and officers’ liability insurance policy. We expect that we will continue to maintain
such a policy.


 


Insofar as indemnification
for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted for our
directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been informed that in the
opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.


 






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