Exhibit
10.2


 


THE SECURITIES REPRESENTED HEREBY MAY
NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED,
(II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE
STATE SECURITIES LAWS.


  


8% CONVERTIBLE NOTE


 


 





	$______________	March __, 2015 (the “Issuance Date”)







 


FOR VALUE RECEIVED, Arch Therapeutics, Inc.,
a Nevada, a Delaware corporation (the “Company”), hereby unconditionally promises to pay to the order of ________________
(the “Holder”), having an address _____________, at such address or at such other place as may be designated
in writing by the Holder, or its assigns, the aggregate principal sum of _____________ United States Dollars ($______________),
together with interest from the date set forth above on the unpaid principal balance of this Note outstanding at a rate equal to
eight percent (8.0%) (computed on the basis of the actual number of days elapsed in a 360-day year) per annum and continuing on
the outstanding principal until this 8% Convertible Note (the “Note”) is converted into Common Stock as provided
herein or indefeasibly and irrevocably paid in full by the Company. Subject to the other provisions of this Note, the principal
of this Note and all accrued and unpaid interest hereon shall mature and become due and payable on March ___, 2016 (the “Stated
Maturity Date”). All payments of principal and interest by the Company under this Note shall be made in United States
dollars in immediately available funds to an account specified by the Holder.


 


In the event that any amount due hereunder
is not paid when due, such overdue amount shall bear interest at an annual rate of eleven percent (11%) until paid in full. In
no event shall any interest charged, collected or reserved under this Note exceed the maximum rate then permitted by applicable
law and if any such payment is paid by the Company, then such excess sum shall be credited by the Holder as a payment of principal.


 


This Note is one of a series of Notes (the
“Company Notes”) of like tenor in an aggregate principal amount of up to One Million United States Dollars ($1,000,000)
issued by the Company pursuant to the Subscription Agreements (as defined below).


 


1.             Definitions. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Subscription
Agreements unless otherwise defined herein. Unless the context otherwise requires, when used herein the following terms shall have
the meaning indicated:


 






    	 



    	 



    

 


“Affiliate” shall mean,
with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled
by, or is under common control with, such Person.


 


“Bloomberg” means Bloomberg
Financial Markets.


 


“Board” shall mean the
Board of Directors of Company.


 


“Business Day” other than
a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.


 


“Closing Bid Price” and
“Closing Sale Price” means, for any security as of any date, the last closing bid price and last closing trade
price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to
operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as the case may be,
then the last bid price or the last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported
by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last
closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where
such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last
trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as
reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg,
the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported on the OTC Pink
marketplace operated by OTC Markets Group Inc. If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security
on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price, as the case may be, of such
security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations
to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable
calculation period.


 


“Common Stock” shall mean
the Common Stock, par value $0.001 per share, of the Company or any securities into which shares of Common Stock may be reclassified
after the date hereof.


 


“Company” has the meaning
set forth in the first paragraph hereof.


 


“Company Notes” has the
meaning set forth in the third paragraph hereof.


 


“Control” (including the
terms “controlling”, “controlled by” or “under common control with”) means the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.


 


“Conversion Price” shall
mean initially $0.20 per share, subject to adjustment as provided in Section 4.


 


“Event of Default” has
the meaning set forth in Section 5 hereof.


 


“Exchange Act” shall mean
the Securities Exchange Act of 1934, as amended.


 


“Holder” has the meaning
set forth in the first paragraph hereof.


 






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“Indebtedness” means any
liability or obligation (i) for borrowed money, other than trade payables incurred in the ordinary course of business, (ii) evidenced
by bonds, debentures, notes, or other similar instruments, (iii) in respect of letters of credit or other similar instruments (or
reimbursement obligations with respect thereto), except letters of credit or other similar instruments issued to secure payment
of trade payables or obligations in respect of workers’ compensation, unemployment insurance and other social security laws
or regulations, all arising in the ordinary course of business consistent with past practices, (iv) to pay the deferred purchase
price of property or services, except trade payables arising in the ordinary course of business consistent with past practices,
(v) as lessee under capitalized leases, (vi) secured by a Lien on any asset of the Company or a Subsidiary, whether or not such
obligation is assumed by the Company or such Subsidiary.


 


“Lien” means any lien,
mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other
title retention agreement, any lease in the nature thereof and any agreement to give any of the foregoing).


 


“Majority Holders” has
the meaning set forth in Section 7 hereof.


 


“Note” has the meaning
set forth in the first paragraph hereof.


 


“Person” means an individual,
corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole
proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.


 


“Principal Market” means
any marketplace operated by the OTC Markets Group Inc.


 


“Stated Maturity Date”
has the meaning set forth in the first paragraph hereof.


 


“Subscription Agreements”
means the Subscription Agreements entered into by and between the Company and the original Holders of the Company Notes, as the
same may be amended from time to time.


 


“Subsidiary” of any Person
means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient
to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50%
or more of the equity interests of which) is owned directly or indirectly by such first Person.


 


2.             Subscription
Agreements. This Note is one of the several 8% Convertible Notes of the Company issued pursuant to the Subscription Agreements.
This Note is subject to the terms and conditions of, and entitled to the benefit of, the provisions of the Subscription Agreement
pursuant to which it was issued. This Note is transferable and assignable to any Person to whom such transfer is permissible under
such Subscription Agreement and applicable law. The Company agrees to issue from time to time a replacement Note in the form hereof
to facilitate such transfers and assignments. In addition, after delivery of an indemnity in form and substance reasonably satisfactory
to the Company, the Company also agrees to promptly issue a replacement Note if this Note is lost, stolen, mutilated or destroyed.


 






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3.             No
Right of Prepayment or Redemption. This Note shall not be prepayable or redeemable by the Company prior to the Stated Maturity
Date.


 


4.             Conversion
Rights.


 


(a)               
Subject to and upon compliance with the provisions of this Note, prior to the Stated Maturity Date, the Holder shall have
the right, at its option at any time, to convert some or all of the Note into such number of fully paid and nonassessable shares
of Common Stock as is obtained by: (i) adding (A) the principal amount of this Note to be converted and (B) the amount of any accrued
but unpaid interest with respect to such portion of this Note to be converted; and (ii) dividing the result obtained pursuant to
clause (i) above by the Conversion Price then in effect. The rights of conversion set forth in this Section 4 shall be exercised
by the Holder by giving written notice to the Company that the Holder elects to convert a stated amount of this Note into Common
Stock to the Company by email or facsimile at its principal office (or such other office or agency of the Company as the Company
may designate by notice in writing to the Holder) at any time on the date set forth in such notice (which date shall not be earlier
than the Company’s receipt of such notice), together with a statement of the name or names (with address) in which the certificate
or certificates for shares of Common Stock shall be issued.


 


(b)              
Promptly after receipt of the written notice referred to in Section 4(a) above and surrender of this Note (or, in lieu thereof,
by delivery of an appropriate lost security affidavit in the event this Note shall have been lost or destroyed), but in no event
more than three (3) Business Days thereafter, the Company shall issue and deliver, or cause to be issued and delivered, to the
Holder, registered in such name or names as the Holder may direct in writing, a certificate or certificates for the number of whole
shares of Common Stock issuable upon the conversion of such portion of this Note. The Company shall pay all transfer agent fees
and, to the extent that the Holder may freely resell such shares of Common Stock without volume or manner of sale restrictions
under Rule 144, shall cause its counsel to deliver an appropriate legal opinion in connection with any sales under Rule 144 so
that shares of Common Stock issuable upon the conversion of this Note shall be issued free of restrictive legend. To the extent
permitted by law, such conversion shall be deemed to have been effected, and the Conversion Price shall be determined, as of the
date on which such written notice shall have been received by the Company. The Holder shall return this Note to the Company for
cancellation upon the full conversion or payment thereof. The Person or Persons in whose name or names any certificate or certificates
for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record
of the shares represented thereby.


 


(c)               
No fractional shares shall be issued upon any conversion of this Note into Common Stock. If any fractional share of Common
Stock would, except for the provisions of the first sentence of this Section 4(c), be delivered upon such conversion, the Company,
in lieu of delivering such fractional share, shall pay to the Holder an amount in cash equal to the Closing Bid Price of a share
of Common Stock on the effective date of conversion times the fractional share of Common Stock otherwise issuable upon such conversion.
In case the principal amount of this Note exceeds the principal amount being converted, the Company shall, upon such conversion,
execute and deliver to the Holder, at the expense of the Company, a new Note for the principal amount of this Note surrendered
which is not to be converted.


 






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(d)              
The Company may at any time during the term of this Note reduce the then current Conversion Price to any amount and for
any period of time deemed appropriate by the Board.


 


(e)               
If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization,
reorganization, scheme, arrangement or otherwise) one or more classes of its outstanding shares of Common Stock into a greater
number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. If the
Company at any time on or after the Issuance Date combines (by any stock split, stock dividend, recapitalization, reorganization,
scheme, arrangement or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares,
the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment under this
Section 4(e) shall become effective at the close of business on the date the subdivision or combination becomes effective.


 


(f)               
If any event occurs of the type contemplated by the provisions of this Section 4 but not expressly provided for by such
provisions (including, without limitation, the granting of stock appreciation rights or phantom stock rights), then the Board will
make an appropriate adjustment in the Conversion Price so as to protect the rights of the Holder; provided that no such adjustment
pursuant to this Section 4(f) will increase the Conversion Price as otherwise determined pursuant to this Section 4.


 


(g)              
An adjustment to the Conversion Price shall become effective immediately after the payment date in the case of each dividend
or distribution and immediately after the effective date of each other event which requires an adjustment.


 


(h)              
In the event that, as a result of an adjustment made pursuant to this Section 4, the Holder shall become entitled to receive
any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon
conversion of this Note shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent
as practicable to the provisions contained in this Note.


 


(i)                
In case at any time:


 


(i)the Company shall declare
any dividend upon its Common Stock or any other class or series of capital stock of the Company payable in cash or stock or make
any other distribution to the holders of its Common Stock or any such other class or series of capital stock;


 


(ii)the Company shall offer
for subscription pro rata to the holders of its Common Stock or any other class or series of capital stock of the
Company any additional shares of stock of any class or other rights; or


 


(iii)there shall be any capital
reorganization or reclassification of the capital stock of the Company, any acquisition or a liquidation, dissolution or winding
up of the Company;


 






    	-5-



    	 



    

 


then, in any one or more of said
cases, the Company shall give, by delivery in person or by certified or registered mail, return receipt requested, addressed to
the Holder at the address of such Holder as shown on the books of the Company, (a) at least twenty (20) Business Days’ prior
written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution
or subscription rights or for determining rights to vote in respect of any event set forth in clause (iii) of this Section 4(j)
and (b) in the case of any event set forth in clause (iii) of this Section 4(j), at least 20 Business Days’ prior written
notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (a) shall also specify,
in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock or such other
class or series of capital stock shall be entitled thereto and such notice in accordance with the foregoing clause (b) shall also
specify the date on which the holders of Common Stock and such other series or class of capital stock shall be entitled to exchange
their Common Stock and other stock for securities or other property deliverable upon consummation of the applicable event set forth
in clause (iii) of this Section 4(i).


 


(j)                
Upon any adjustment of the Conversion Price, then and in each such case the Company shall give prompt written notice thereof,
by delivery in person or by certified or registered mail, return receipt requested, addressed to the Holder at the address of such
Holder as shown on the books of the Company, which notice shall state the Conversion Price resulting from such adjustment and setting
forth in reasonable detail the method upon which such calculation is based.


 


(k)              
The Company shall at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of
issuance upon conversion of this Note as herein provided, such number of shares of Common Stock as shall then be issuable upon
the conversion of this Note. The Company covenants that all shares of Common Stock which shall be so issued shall be duly and validly
issued and fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof, and, without
limiting the generality of the foregoing, and that the Company will from time to time take all such action as may be requisite
to assure that the par value per share of the Common Stock is at all times equal to or less than the Conversion Price in effect
at the time. The Company shall take all such action as may be necessary to assure that all such shares of Common Stock may be so
issued without violation of any applicable law or regulation, or of any requirement of any national securities exchange or trading
market upon which the Common Stock may be listed. The Company shall not take any action which results in any adjustment of the
Conversion Price if the total number of shares of Common Stock issued and issuable after such action upon conversion of this Note
would exceed the total number of shares of Common Stock then authorized by the Company’s Certificate of Incorporation.


 


(l)                
The issuance of certificates for shares of Common Stock upon conversion of this Note shall be made without charge to the
holders thereof for any issuance tax in respect thereof, provided that the Company shall not be required to pay any tax which may
be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the
Holder.


 






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(m)            
The Company will not at any time close its transfer books against the transfer, as applicable, of this Note or of any shares
of Common Stock issued or issuable upon the conversion of this Note in any manner which interferes with the timely conversion of
this Note, except as may otherwise be required to comply with applicable securities laws.


 


(n)              
(n)The Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right
to convert any portion of this Note, to the extent that after giving effect to such conversion, the Holder together with its affiliates
collectively would beneficially own in excess of 4.99% (the "Maximum Percentage") of the shares of Common Stock outstanding
immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common
Stock beneficially owned by the Holder and the other Affiliates shall include the number of shares of Common Stock held by the
Holder and all other Affiliates plus the number of shares of Common Stock issuable upon conversion of this Note with respect to
which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i)
conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of the other Affiliates
and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without
limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution
Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 4(n). For purposes
of this Section 4(n), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Upon delivery
of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first
(61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as
specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first
(61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and
the other Affiliates and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity,
the shares of Common Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed
to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange
Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the
terms of this Section 3(d) to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective
or inconsistent with the intended beneficial ownership limitation contained in this Section 3(d) or to make changes or supplements
necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived
and shall apply to a successor holder of this Note.


 


5.             Event
of Default. The occurrence of any of following events shall constitute an “Event of Default” hereunder:


 


(a)               
the failure of the Company to make any payment of principal or interest on this Note when due, whether at the Stated Maturity,
upon acceleration or otherwise;


 






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(b)              
the Company and/or its Subsidiaries fail to make a required payment or payments on Indebtedness of One Hundred Thousand
United States Dollars ($100,000) or more in aggregate principal amount and such failure continues for more than ten (10) days;


 


(c)               
there shall have occurred an acceleration of the stated maturity of any Indebtedness of the Company or its Subsidiaries
of One Hundred Thousand United States Dollars ($100,000) or more in aggregate principal amount (which acceleration is not rescinded,
annulled or otherwise cured within ten (10) days of receipt by the Company or a Subsidiary of notice of such acceleration);


 


(d)              
the Company or any Subsidiary makes an assignment for the benefit of creditors or admits in writing its inability to pay
its debts generally as they become due; or an order, judgment or decree is entered adjudicating the Company or any Subsidiary as
bankrupt or insolvent; or any order for relief with respect to the Company or any Subsidiary is entered under the Federal Bankruptcy
Code or any other bankruptcy or insolvency law; or the Company or any Subsidiary petitions or applies to any tribunal for the appointment
of a custodian, trustee, receiver or liquidator of the Company or any Subsidiary or of any substantial part of the assets of the
Company or any Subsidiary, or commences any proceeding relating to it under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation law of any jurisdiction; or any such petition or application is filed, or any
such proceeding is commenced, against the Company or any Subsidiary and either (i) the Company or any Subsidiary by any act indicates
its approval thereof, consents thereto or acquiescence therein or (ii) such petition application or proceeding is not dismissed
within sixty (60) days; or


 


(e)               
a final, non-appealable judgment which, in the aggregate with other outstanding final judgments against the Company and
its Subsidiaries, exceeds One Hundred Thousand United States Dollars ($100,000) shall be rendered against the Company or a Subsidiary
and within sixty (60) days after entry thereof, such judgment is not discharged or execution thereof stayed pending appeal, or
within sixty (60) days after the expiration of such stay, such judgment is not discharged; provided, however, that a judgment that
provides for the payment of royalties subsequent to the date of the judgment shall be deemed to be discharged so long as the Company
or the Subsidiary affected thereby is in compliance with the terms of such judgment;


 


Upon the occurrence of any such Event of
Default all unpaid principal and accrued interest under this Note shall become immediately due and payable (A) upon election of
the Holder, with respect to (a) through (c) and (e), and (B) automatically, with respect to (d). Upon the occurrence of any Event
of Default, the Holder may, in addition to declaring all amounts due hereunder to be immediately due and payable, pursue any available
remedy, whether at law or in equity, including, without limitation, exercising its rights under the other Transaction Documents.


 






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6.             No
Waiver. No delay or omission on the part of the Holder in exercising any right under this Note shall operate as a waiver of
such right or of any other right of the Holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar to
or waiver of the same or any other right on any future occasion.


 


7.             Amendments
in Writing. Any term of this Note may be amended or waived upon the written consent of the Company and the holders of Company
Notes representing at least 50% of the principal amount of Company Notes then outstanding (the “Majority Holders”);
provided, that (x) any such amendment or waiver must apply to all outstanding Company Notes; and (y) without the consent
of the Holder hereof, no amendment or waiver shall (i) change the Stated Maturity Date of this Note, (ii) reduce the principal
amount of this Note or the interest rate due hereon, (iii) increase the Conversion Price or (iv) change the place of payment of
this Note. No such waiver or consent on any one instance shall be construed to be a continuing waiver or a waiver in any other
instance unless it expressly so provides.


 


8.             Waivers.
The Company hereby forever waives presentment, demand, presentment for payment, protest, notice of protest, notice of dishonor
of this Note and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this
Note.


 


9.             Waiver
of Jury Trial. THE COMPANY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED
UPON THIS NOTE OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THE COMPANY HAS
REVIEWED THIS WAIVER WITH ITS COUNSEL.


 


10.             Governing
Law; Consent to Jurisdiction. This Note shall be governed by and construed under the law of the State of New York, without
giving effect to the conflicts of law principles thereof. The Company and, by accepting this Note, the Holder, each irrevocably
submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States
District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or
arising out of this Note and the transactions contemplated hereby. Service of process in connection with any such suit, action
or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of
notices under this Note. The Company and, by accepting this Note, the Holder, each irrevocably consents to the jurisdiction of
any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting
this Note, the Holder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought
in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought
in an inconvenient forum.


 


11.             Costs.
If action is instituted to collect on this Note, the Company promises to pay all costs and expenses, including reasonable attorney’s
fees, incurred in connection with such action.


 


12.             Notices.
All notices hereunder shall be given in writing and shall be deemed delivered when received by the other party hereto at the address
set forth in the Subscription or at such other address as may be specified by such party from time to time in accordance with
the Purchase Agreements.


 






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13.             Successors
and Assigns. This Note shall be binding upon the successors or assigns of the Company and shall inure to the benefit of the
successors and assigns of the Holder.


 


[Remainder of Page Intentionally Left Blank]


 




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IN WITNESS WHEREOF, the Company has caused
this 8% Senior Secured Convertible Note to be signed in its name effective as of the date first above written.


 


 





	 	ARCH THERAPEUTICS, INC.	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	                       	 
	 	Name:   	 	 
	 	Title:    	 	 




 









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