Exhibit
10.1


 


FIRST AMENDMENT TO

SECURITIES PURCHASE, LOAN AND SECURITY AGREEMENT


 


THIS FIRST AMENDMENT TO SECURITIES PURCHASE,
LOAN AND SECURITY AGREEMENT (the “Amendment”) is made as of the 30th day of January, 2018 by and between Capstone Therapeutics
Corp., a Delaware corporation located at 1275 West Washington Street, Suite 104, Tempe, Arizona 85281 (the “Company”),
and BP Peptides, LLC, a Delaware limited liability company located at 122 East 42nd Street, Suite 4305, New York, New York 10168
(the “Buyer”).


 


RECITALS


 


A.       The
Buyer and the Company entered into that certain Securities Purchase, Loan and Security Agreement dated as of July 14, 2017 (the
“Purchase and Loan Agreement”), pursuant to which the Buyer made a loan to the Company (the “Loan”) in
the aggregate principal amount of $2,427,500, and which provided for quarterly interest payments.


 


B.       The
Buyer and the Company now wish to amend the terms of the Purchase and Loan Agreement as set forth below, and to provide that interest
will no longer be payable quarterly and instead will all be due on the Maturity Date (the “Interest Deferral”).


 


C.       The
Company also desires that the Buyer fund additional operating capital to the Company, and the Buyer is willing to consider doing
so.


 


D.       In
consideration of the Interest Deferral and the Buyer’s willingness to consider advancing additional funds as described above,
the Company is executing and delivering to the Buyer its Warrant to Purchase Common Stock (the “Warrant”), substantially
in the form attached hereto as Exhibit A.


 


IN CONSIDERATION of the mutual covenants, conditions
and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is hereby agreed that:


 


1.                 
Recitals. All of the statements contained in the Recitals above are accurate, and by this reference, are hereby incorporated
into and made a part of the body of this Amendment.


 


2.                 
Definitions. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to
them in the Purchase and Loan Agreement.


 


3.                 
Amendment.


 


3.1Section 2(b)(i) of the Purchase and
Loan Agreement is hereby amended to read in its entirety as follows:


 






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“(i)The Loan will bear interest
at the rate of six percent (6%) per annum payable in cash on the outstanding principal balance of the Loan. All accrued but unpaid
interest shall be payable upon the Maturity Date. The outstanding principal amount of the Loan will also be payable on the Maturity
Date. Interest will be computed on the basis of the actual number of days elapsed, over a year of 365/366 days.”


 


3.2A new Section 2(d) is hereby added
to read in its entirety as follows:


 


“(d) The Company may from time
to time request that the Buyer make additional advances to the Company to fund continuing operations through October 15, 2020,
as determined by the Company and approved by its Board of Directors, which requests the Buyer will consider in its sole discretion.
Any such amounts so advanced shall be added to the principal amount of the Loan.”


 


3.3All references in the Purchase and
Loan Agreement to the “Agreement” shall refer to the Purchase and Loan Agreement as amended hereby. To the extent the
terms of the Note is inconsistent with the terms hereof, the Note is hereby modified to reflect the terms hereof.


 


4.                 
Continuing Effect. Except as expressly modified in this Amendment, the Purchase and Loan Agreement and the Note shall
remain in full force and effect.


 


5.                 
Waiver. The Buyer hereby waives any Event of Default that may currently exist under the Note arising out of the Company’s
failure to pay any scheduled payment of interest prior to the date hereof, and agrees that any such interest shall not be due and
payable until the Maturity Date, as set forth above.


 


6.                 
Fees. Within five (5) business days following receipt of reasonably satisfactory documentation thereof, the Company
shall reimburse the Buyer or its designee(s) for up to $6,000.00 of reasonable out-of-pocket costs and expenses incurred by the
Buyer and its Affiliates in connection with the transactions contemplated by this Amendment and the Warrant (including, without
limitation, legal fees and disbursements in connection with the documentation, negotiation and implementation of the transactions
contemplated by this Amendment and the Warrant and due diligence in connection therewith).


 


7.                 
General Provisions.


 


7.1       Counterparts
and Telecopy Execution. This Amendment may be executed in counterpart, and any number of counterparts of this Amendment which
have been executed by the Company and the Buyer shall constitute a single original. The Company’s attorney may integrate
into one or more documents signature pages from documents executed in counterpart. Unless otherwise required by the Company, the
telecopied or pdf signature of a person shall be deemed the original signature of that person and shall be binding for all purposes.


 


7.2       Ratification.
The Buyer and the Company hereby ratify and confirm the Loan Agreement, as amended by this Amendment, in all respects.


 






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7.3       Governing
Law. This Amendment shall in all respects be governed by, and construed and enforced in accordance with the laws of the State
of Delaware, except for its rules relating to conflicts of laws.


 


[SIGNATURE PAGE FOLLOWS.]


 


 


 


 


 


 


 


 






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IN WITNESS WHEREOF, the parties hereto have
executed this First Amendment to Securities Purchase, Loan and Security Agreement as of the day and year first written above.


 





	 	 	BUYER:
	 	 	 
	 	 	BP PEPTIDES, LLC
	 	 	 
	 	 	By: /s/ Matthew Lipman
	 	 	Name: Matthew Lipman
	 	 	Title: Vice President
	 	 	 
	 	 	 
	 	 	COMPANY:
	 	 	 
	 	 	CAPSTONE THERAPEUTICS CORP.
	 	 	 
	 	 	By: /s/ John M. Holliman, III
	 	 	Name: John M. Holliman, III
	 	 	Title: Executive Chairman



 


 


 


 


 


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