Exhibit 10.1





 


AMENDMENT TO SERIES A WARRANTS, SERIES
B WARRANTS AND SERIES C WARRANTS TO PURCHASE COMMON STOCK


 


This Amendment to Series
A Warrants, Series B Warrants and 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 December 1, 2014 (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 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 A Warrants, the Series B Warrants and the Series C Warrants (each as defined in the Securities
Purchase Agreement and collectively, the “SPA Warrants”);


 


WHEREAS, the
terms and conditions of the SPA Warrants vary only with respect to their Exercise Price and Expiration Date;


 


WHEREAS, Section
9 of the SPA Warrants provides that the provisions of the SPA 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 SPA 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 SPA
Warrants.



 


		2.	Amendments to Series A Warrants.



 


		a.	Section 9. Section 9 to the Series A Warrants is hereby amended as of the Effective
Date by (i) replacing references to the defined term “SPA Warrants” with “Series A Warrants (as defined in the
Securities Purchase Agreement)”; and (ii) replacing references to the term “Required Buyers” with the term “Significant
Buyers”.



 


		3.	Amendments to Series B Warrants.



 


		a.	Section 1(b). Section 1(b) to the Series B is hereby amended as of the Effective
Date as follows:



 




    	 



    	 



    

 


“(b)
           Exercise Price. For purposes of this Warrant, “Exercise Price” means $0.20, subject to adjustment as provided herein.”


 


		b.	Section 9. Section 9 to the Series B Warrants is hereby amended as of the Effective
Date by (i) replacing references to the defined term “SPA Warrants” with “Series B Warrants (as defined in the
Securities Purchase Agreement)”; and (ii) replacing references to the term “Required Buyers” with the term “Significant
Buyers”.



 


		4.	Amendments to Series C Warrants.



 


		a.	Section 1(b). Section 1(b) to the Series C Warrants is hereby amended as of the Effective
Date as follows:



 


“(b)
           Exercise Price. For purposes of this Warrant, “Exercise Price” means $0.20, subject to adjustment as provided herein.”


 


		b.	Section 9. Section 9 to the Series C Warrants is hereby amended as of the Effective
Date by (i) replacing references to the defined term “SPA Warrants” with “Series C Warrants (as defined in the
Securities Purchase Agreement)”; and (ii) replacing references to the term “Required Buyers” with the term “Significant
Buyers”.



 


		5.	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.



 


Miscellaneous.
To the extent that there are any inconsistencies between the terms of any SPA 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
SPA 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 SPA Warrants to “this
Warrant,” “hereto,” “hereof,” “hereunder” or words of like import referring to the SPA
Warrants shall mean the SPA 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 SPA Warrants shall mean the SPA 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, MD
	 	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