EXHIBIT 99.2

 

Arch Therapeutics, Inc.

235 Walnut Street, Suite 6

Framingham, Massachusetts

 

June 1, 2015

 

VIA E-MAIL

 

To:Addressees on Schedule I

 

Re:Amendment to Series C Warrants to Purchase Common Stock

 

To whom it may concern:

 

You are receiving this notice (this “Notice”) in your capacity as the registered Holder of the Series C Warrants (as defined in the SPA (as defined below)) of Arch Therapeutics, Inc., a Nevada corporation (the “Company”), that were issued in connection with that certain Securities Purchase Agreement, dated as of January 30, 2014, among the Company and the investors listed on the Schedule of Buyers thereto (the “SPA”). Capitalized terms not otherwise defined in this Notice shall have the meaning given to them in the Series C Warrants.

 

Pursuant to Section 8 of the Series C Warrants, the Company hereby provides notice that on May 30, 2015 (the “Amendment Execution Date”), the Company entered into that certain Amendment to Series C Warrants to Purchase Common Stock, dated as of the Amendment Execution Date, with Cranshire Capital Master Fund, Ltd., to amend the expiration date of the Series C Warrants (the “Amendment”). Under the terms and conditions of the Amendment, the expiration date of the Series C Warrants was extended from 5:00 p.m., New York time, on June 2, 2015 to 5:00 p.m., New York time, on July 2, 2015.

 

A copy of the Amendment is attached hereto as Exhibits A.

 

[Signature Page Follows]

 

 
 

 

  Very truly yours,
   
  ARCH THERAPEUTICS, INC.
   
  By: /s/ Terrence W. Norchi
  Name: Terrence W. Norchi, M.D.
  Title: President, Chief Executive Officer

 

[Signature Page to Notice of Amendment]

 

 
 

 

SCHEDULE I

 

Holders

 

Cranshire Capital Master Fund, Ltd.

c/o Cranshire Capital Advisors, LLC

3100 Dundee Road, Suite 703

Northbrook, IL 60062

Attn: Mitchell P. Kopin

Facsimile: (847) 562-9031

E-mail: notices@cranshirecapital.com

 

Equitec Specialists, LLC

c/o Cranshire Capital Advisors, LLC

3100 Dundee Road, Suite 703

Northbrook, IL 60062

Attn: Mitchell P. Kopin

Facsimile: (847) 562-9031

E-mail: notices@cranshirecapital.com

 

Anson Investments Master Fund, Ltd.

111 Peter Street, Suite 904

Toronto, Ontario M5V 2H1

Canada

Attn: Amin Nathoo, Moez Kassam

E-mail: anathoo@ansonfunds.com

 

Capital Ventures International

c/o Heights Capital Management

101 California Street, Suite 3250

San Francisco, CA 94111,

Attn: Sam Winer, Martin Kobinger

E-mail: sam.winer@sig.com

 

Heng Hong Ltd.

Rams Office Complex

Stoney Grove, Box 822

Charlestown, Nevis

St. Kitts & Nevis, West Indies

Attn: Dan McAllister, Daniel MacMullin

E-mail: dmacmullin@ifgnevis.com

 

 
 

 

Punit Dhillon

11220 Corte Belleza

San Diego, CA 92130

Attn: Punit Dhillon

E-mail: pdhillon@idhillon.com

 

Ocean Creation Investments Ltd.

65 Chulia Street, #41-02

Singapore 049513

Attn: Norman Winata

E-mail: norman@lucrumcapital.com.sg

 

Ong Kim Kiat

4 Sunrise Drive

Singapore 806507

Attn: Ong Kim Kiat

E-mail: drkkong@yahoo.com

 

Karmdeep and Harpreet Bains

925 Woodridge Court

Yuba City, CA 95993

Attn: Karmdeep Bains

E-mail: karmbains1@comcast.net

 

Greenberg Traurig, LLP

77 W. Wacker Drive, Suite 3100

Chicago, Illinois 60601

Facsimile: (312) 456-8435

E-mail addresses: liebermanp@gtlaw.com

mazurt@gtlaw.com

Attention:Peter H. Lieberman, Esq.

Todd A. Mazur, Esq.

 

 
 

 

EXHIBIT A

Amendment

 

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.

 

C-1
 

  

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]

 

C-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

 

C-3