Exhibit 10.9


 


AMENDMENT TO EMPLOYMENT AGREEMENT


 


THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”)
is entered into as of April 28, 2021, by and between Unicycive Therapeutics, Inc., a Delaware corporation (the “Company”),
and Pramod Gupta (the “Executive”).


 


WHEREAS, the Company and Executive are parties
to that certain Employment Agreement, dated as of March 22, 2021 (the “Employment Agreement”);


 


WHEREAS, pursuant to the Employment Agreement,
the Company and Executive agreed that Executive would be employed by the Company as its Executive Vice President, Pharmaceutical and Business
Operations; and


 


WHEREAS, the parties desire to amend the terms
of the Employment Agreement in order to clarify the parties’ intent with respect to the effective date thereof.


 


NOW, THEREFORE, in consideration of the foregoing,
the parties, intending to be legally bound, hereby agree as follows:


 


1. Amendment.
The second paragraph on page 1 of the Employment Agreement is hereby amended in its entirety to read as follows:


 


“WHEREAS, the Company desires to continue to
employ Executive, and Executive desires to continue to be employed by, the Company, in each case effective as of the date of an initial
public offering of the Company (the ‘Effective Date’);”


 


2. Governing
Law. This Amendment and the obligations of the parties hereto shall be governed by and interpreted, construed and enforced in accordance
with the laws of the State of California (regardless of the laws that might otherwise govern under applicable principles or conflicts
of law) as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies.


 


3. Counterparts.
This Amendment may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one
and the same instrument. Delivery may be made by the facsimile transmission of a signed counterpart.


 


4. Further
Amendments. This Amendment cannot be changed, waived, discharged or terminated orally, but only by an instrument in writing signed
by the party against whom enforcement of the change, waiver, discharge or termination is sought. The execution of any further amendment
to this Amendment by all parties hereto shall establish that such execution was made in accordance with any applicable requirements for
approval.


 


5. Entire Agreement. This Amendment constitutes
the entire agreement among the parties with respect to the subject matter hereof and supersedes any prior understandings, agreements,
term sheets, letters of intent or representations by or among the parties, written or oral, to the extent they related in any way to
the subject matter hereof. Except as otherwise provided in this Amendment, the Employment Agreement shall remain unchanged and in full
force and effect.


 






    


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed
and delivered this Amendment as of the day and year first above written.


 


	 	COMPANY:
	 	 	 
	 	UNICYCIVE THERAPEUTICS, INC.:
	 	 	 
	 	By:	/s/ Shalabh Gupta, M.D.
	 	Name:	Shalabh Gupta, M.D.
	 	Title:	President & CEO
	 	 	 
	 	EXECUTIVE:
	 	 	 
	 	/s/ Pramod Gupta
	 	Pramod Gupta