EXHIBIT 10.3


 


AMENDMENT TO SERIES C WARRANTS TO PURCHASE
COMMON STOCK


 


This Amendment to Series
C Warrants to Purchase Common Stock (the “Amendment”) by and between Arch Therapeutics, Inc., a Nevada corporation
(the “Company”), and Cranshire Capital Master Fund, Ltd. (“Cranshire”) is made as of March
13, 2015 (the “Effective Date”).


 


RECITALS


 


WHEREAS, on
January 30, 2014, the Company entered into that certain Securities Purchase Agreement (the “Securities Purchase Agreement”)
with the investors named on the Schedule of Buyers attached thereto (collectively, the “Holders”) pursuant to
which, among other things, the Company issued to the Holders shares of the Company’s common stock, $0.001 par value per share
(the “Common Stock”), and the Series C Warrants (as defined in the Securities Purchase Agreement, the “Series
C Warrants”);


 


WHEREAS, Section
9 of the Series C Warrants provides that the provisions of the Series C Warrants may be amended only with the written consent
of the Company and the Significant Buyers (as defined in the Securities Purchase Agreement);


 


WHEREAS, Cranshire
is the only Significant Buyer; and


 


WHEREAS, the
Company and Cranshire, in its capacity as the only Significant Buyer, now wish to amend the Series C Warrants as of the Effective
Date as set forth herein.


 


NOW, THEREFORE,
in consideration of the foregoing and for good and valuable consideration, the receipt and sufficiency which are hereby acknowledged,
the Parties hereby agree as follows:


 


		1.	Definitions. Capitalized terms not otherwise defined in this Amendment shall have the meaning given to them in the Series
C Warrants.



 


		2.	Amendments to Series C Warrants. Section 16(h) to the Series C Warrants is hereby amended as of the Effective
Date as follows:



 


“(h)“Expiration
Date” means 5:00 p.m., New York time, on June 2, 2015.”


 


		3.	Representations and Warranties of the Company. The Company represents and warrants to Cranshire
that, after giving effect to the Amendment, the Warrant Shares shall remain eligible for resale under the Company’s resale
registration statement on Form S-1 (File Number 333-194745) that became effective July 2, 2014.



 






    	 



    	 



    

 


		4.	Miscellaneous. To the extent
                                         that there are any inconsistencies between the terms of any Series C Warrant and the
                                         terms of this Amendment, the terms of this Amendment shall prevail in effect. This Amendment
                                         may be executed by the Parties in counterparts and may be executed and delivered by facsimile
                                         or other means of electronic communication and all such counterparts, taken together,
                                         shall constitute one and the same agreement. A signed copy of this Amendment delivered
                                         by facsimile, e-mail or other means of electronic transmission shall be deemed to have
                                         the same legal effect as delivery of an original signed copy of this Amendment. It is
                                         expressly understood and agreed that (i) this Amendment shall be a Transaction Document
                                         and (ii) the Transaction Documents are hereby amended to give full force and effect to
                                         the transactions contemplated by this Amendment. Except as otherwise expressly provided
                                         herein, (1) the Series C Warrants and each other Transaction Document is, and shall continue
                                         to be, in full force and effect and is hereby ratified and confirmed in all respects,
                                         except that on and after the Effective Date (A) all references in the Series C Warrants
                                         to “this Warrant,” “hereto,” “hereof,” “hereunder”
                                         or words of like import referring to the Series C Warrants shall mean the Series C Warrants
                                         as amended by this Amendment, (B) all references in the other Transaction Documents to
                                         the “Warrants,” “thereto,” “thereof,” “thereunder”
                                         or words of like import referring to the Series C Warrants shall mean the Series C Warrants
                                         as amended by this Amendment and (C) all references in Transaction Documents to the “Transaction
                                         Documents,” “thereto,” “thereof,” “thereunder”
                                         or words of like import referring to the Transaction Documents shall mean the Transaction
                                         Documents as amended by this Amendment and (2) the execution, delivery and effectiveness
                                         of this Amendment shall not operate as an amendment or waiver of any right, power, benefit
                                         or remedy of any Holder under any Transaction Document, nor constitute an amendment of
                                         any provision of any Transaction Document and all of them shall continue in full force
                                         and effect, as amended or modified by this Amendment. The
                                         Company shall, on or before 8:30 a.m., New York time, on the first (1st) Business
                                         Day after the date of this Agreement,
                                         file a Current Report on Form 8-K describing all the material terms of
                                         the transactions contemplated by this Amendment in the form required by the 1934 Act
                                         and attaching this Amendment.



 


[signature page
follows]


  




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IN WITNESS WHEREOF, Cranshire
and the Company have caused their respective signature page to this Amendment to be duly executed as of the date first written
above.


 





	 	ARCH THERAPEUTICS, INC.	 
	 	 	 	 
	 	 	 	 
	 	By:		 
	 	Name: Terrence W. Norchi, M.D	 
	 	Title:  President, Chief Executive Officer	 
	 	 	 	 
	 	 	 	 
	 	SIGNIFICANT BUYER:	 
	 	 	 	 
	 	 	 	 
	 	CRANSHIRE CAPITAL MASTER FUND, LTD.	 
	 	 	 	 
	 	 	 	 
	 	By: Cranshire Capital Advisors, LLC	 
	 	Its: Investment Manager	 
	 	 	 	 
	 	 	 	 
	 	 	 
	 	By: Keith Goodman	 
	 	Its:  Authorized Signatory