Exhibit 10.2


 





AMENDMENT TO STOCK PURCHASE AGREEMENT


 


This AMENDMENT TO STOCK
PURCHASE AGREEMENT (this “Amendment”), dated as of October 23, 2019 (the “Effective Date”),
is entered into by and among AquaMed Technologies, Inc., a Delaware corporation (the “Company”), and
each of the purchasers identified on the signature pages hereto and such purchasers’ respective successors and assigns. Capitalized
terms used herein but not otherwise defined shall have the meanings ascribed to them in the Stock Purchase Agreement (defined below).


 


WHEREAS, the Company
and the Purchasers have previously entered into that certain Stock Purchase Agreement, dated as of September 10, 2019 (as amended
from time to time, the “Stock Purchase Agreement”);


 


WHEREAS, pursuant to
the Stock Purchase Agreement, on September 10, 2019, the Initial Closing occurred, and the Company issued an aggregate of 3,269,500
shares of Common Stock, for an aggregate Purchase Price of $175,000;


 


WHEREAS, in connection
with a subsequent closing as contemplated in the Stock Purchase Agreement, the Company and the Purchasers desire to amend the Stock
Purchase Agreement to reduce the Per Share Purchase Price (as defined in the Stock Purchase Agreement) from $0.053525 to $0.014
and to update certain representations and warranties;


 


WHEREAS, the Stock
Purchase Agreement may be amended upon the written consent of the Company and the Purchasers holding a majority of the Shares then
outstanding and held by Purchasers;


 


WHEREAS, the Purchasers
executing the signature page hereto hold a majority of the Shares outstanding and held by Purchasers as of the date hereof;


 


WHEREAS, the Stock
Purchase Agreement provides that in the event that the Stock Purchase Agreement is amended between Initial Closing Date and a Subsequent
Closing Date to reduce the Per Share Purchase Price, then the Purchasers in the Initial Closing Date shall be entitled to receive
from the Company additional shares of Common Stock, for no additional consideration, in an amount sufficient that the pro rata
portion of the Purchase Price paid by such Purchaser hereunder for the Shares purchased in the Initial Closing, when divided by
the total number of Shares purchased in the Initial Closing plus such additional shares of Common Stock issued will equal the reduced
Purchase Price; and


 


WHEREAS, on September
10, 2019, Adam Levy, an affiliate of Alere Financial Partners, A Division of Cova Capital Partners, LLC, which, as set forth in
Section 2.01(j) of the Stock Purchase Agreement, is receiving a fee for acting as a placement agent in the transaction contemplated
by the Stock Purchase Agreement, was appointed as the chief executive officer of the Company.


 


NOW THEREFORE, for
good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:


 


 1.              Amendments to the Stock Purchase Agreement. As of the Effective Date:




 


(a)                    
The Per Share Purchase Price shall be revised to $0.014.


 


; and


 






     

     


    

 


(b)                    
Section 2.01(j) of the Stock Purchase Agreement is hereby amended and restated in its entirety to read as follows:


 


“(j) Brokers. Except for as set forth in the
disclosure letter attached hereto as Schedule I, the Company nor any of the Company's officers, directors, employees or
shareholders has employed or engaged any broker or finder in connection with the transactions contemplated by this Agreement and
no fee or other compensation is or will be due and owing to any broker, finder, underwriter, placement agent or similar person
in connection with the transactions contemplated by this Agreement. The Company is not party to any agreement, arrangement or understanding
whereby any person has an exclusive right to raise funds and/or place or purchase any debt or equity securities for or on behalf
of the Company.”


 


(c)       The
disclosure letter attached to this Amendment as Schedule I shall be Schedule I to the Stock Purchase Agreement.


 


2.                  
Continuing Effect.Except as modified and amended herein, all of the terms and conditions of the Stock
Purchase Agreement shall remain in full force and effect and are hereby ratified and confirmed by the parties. Without limiting
the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other
provision of the Stock Purchase Agreement or as a waiver of or consent to any further or future action on the part of any party
that would require the waiver or consent of another party. On and after the Effective Date, each reference in the Stock Purchase
Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein”
or words of like import, and each reference to the Stock Purchase Agreement in any other agreements, documents or instruments executed
and delivered pursuant to, or in connection with, the Stock Purchase Agreement, will mean and be a reference to the Stock Purchase
Agreement as amended by this Amendment.


 


3.                  
Representations and Warranties. Each Purchaser hereby represents and warrants to the Company, severally, but
not jointly, and each Company hereby represents and warrants to the Purchaser, that (i) it has the full right, power and authority
to enter into this Amendment and to perform its obligations hereunder and under the Stock Purchase Agreement as amended by this
Amendment, and (ii) the execution of this Amendment by the individual whose signature is set forth at the end of this Amendment
on behalf of such party, and the delivery of this Amendment by such party, have been duly authorized by all necessary action on
the part of such party; and (iii) this Amendment has been executed and delivered by such party and constitutes the legal, valid
and binding obligation of such party, enforceable against such party in accordance with its terms, except as may be limited by
any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting
creditors' rights generally or the effect of general principles of equity.


 


4.                  
Counterparts; Choice of Law. This Amendment may be executed in several identical counterparts all of which
shall constitute one and the same instrument. This Amendment shall be construed and enforced in accordance with the laws of the
State of New York, without regard to the principles of conflicts of law thereof.


 


5.                  
Further Assurances. Each of the parties hereto shall execute and deliver, at the reasonable request of the
other party hereto, such additional documents, instruments, conveyances and assurances and take such further actions as such other
party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Amendment.


 


[signature page
follows]


 




    	 	2	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed as of the day and year written above.


 


	 	THE COMPANY:
	 	 	 
	 	AQUAMED TECHNOLOGIES, INC.
	 	 	 
	 	By:   	/s/ Adam Levy
	 	Name: Adam Levy
	 	Title:  Chief Executive Officer
	 	 	 
	 	PURCHASER:
	 	 	 
	 	By: 	/s/ Nachum Stein
	 	Name: Nachum Stein
	 	Title:  
	 	 	 
	 	PURCHASER:
	 	 	 
	 	Bezalel Partners LLC
	 	 	 
	 	By:	/s/ David Stefansky
	 	Name: David Stefansky
	 	Title:  Managing Member







     

     


    

 


Schedule I


 


Disclosure Letter


 


Reference is made to that certain Stock
Purchase Agreement, dated as of September 10, 2019, with respect to which this disclosure letter is attached as Schedule I. Capitalized
terms used in this disclosure letter but not otherwise defined shall have the meanings ascribed to them in the Stock Purchase Agreement.


 


Adam Levy was appointed as the Company’s
chief executive officer as of September 10, 2019. Adam Levy is affiliated with Alere Financial Partners, A Division of Cova Capital
Partners, LLC (“Alere”), which entity served as the placement agent for the sale of the shares of Common Stock pursuant
to the Stock Purchase Agreement and received a total fee equal to 6% of the total gross proceeds and warrants to purchase the
number of shares of Common Stock equal to 10% of the number of shares of Common Stock issued to the Purchasers, for such services
rendered. Alere’s warrants are to be in a customary form reasonably acceptable to Alere, exercisable for 3 years at an exercise
price equal to 110% of then market price of the Common Stock. Alere will be able to exercise the warrants in a cashless exercise
in the event a registration statement registering the resale of the shares underlying Alere’s warrants is not effective
commencing 12 months from issuance. The shares underlying Alere’s warrants shall be subject to piggyback registration rights
and be included in any registration statement covering the shares of Common Stock sold pursuant to the Stock Purchase Agreement,
subject to certain adjustments. Adam Levy has waived any portion of such fee received by Alere to which he is entitled as an affiliate
of Alere.