Exhibit 10.1


 


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 May
30, 2015 (the “Execution 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 Common Stock (as defined in the Series C Warrants (as defined
in the Securities Purchase Agreement)) and the Series C Warrants;


 


WHEREAS, the
Expiration Date (as defined in the Series C Warrants) is 5:00 p.m., New York time, on June 2, 2015;


 


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;


 


WHEREAS, the
Company and Cranshire, in its capacity as the only Significant Buyer, now wish to amend the Series C Warrants to extend the Expiration
Date on the terms and conditions 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.	Amendment to Series C Warrants. Section 16(h) of the Series C Warrants is hereby deleted in its entirety and
replaced with the following:



 


“(h)      “Expiration
Date” means 5:00 p.m., New York time, on July 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 Execution 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]


 




    	-2-



    	 



    

  


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:	/s/
    Terrence W. Norchi
	 	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
	 	 
	 	/s/ Keith Goodman
	 	By: Keith Goodman
	 	Its:  Authorized Signatory