Exhibit 10.31


 


3rd
Amendment to the

Series A Loan Agreement


 


 


“Amendment”


 


 


of


 


 


 



 


 


between


 


 


NLS Pharmaceutics AG


Alter Postplatz 2


CH-6370 Stans


“Borrower”


 


 


and


 


 


Magnetic Rock Investment
AG


c/o Ronald Hafner


Weinbergstrasse 72


CH-8703 Erlenbach
ZH 


“Lender”


 


 


(Borrower and Lender each
a “Party”


collectively the “Parties”)


 






     


    	Amendment
	2/3



    

 


WHEREAS


 


		A.	The Borrower is a Swiss stock corporation with its registered office at Alter Postplatz 2, 6370
Stans, Switzerland, and company no. CHE-447.067.36 active in the area of developing and commercializing the active ingredient Mazindol
for the treatment of ADHD.



 


		B.	The Lender and the Borrower entered into a duly executed series A loan agreement, as amended in
October 2020 and on 8 January 2021 (“Agreement”), whereas the Lender granted to the Borrower a loan in the amount
of CHF 500’000 (“Loan Amount”).



 


		C.	The Lender intends to grant the Borrower an additional loan by increasing the Loan Amount from
CHF 500’000 to CHF 600’000.



 


NOW,
THEREFORE, the Parties agree as follows:


 


Any capitalized terms, if not defined otherwise
in this Amendment, shall have the meaning as set forth in this Agreement.


 


		1.	Increase of Loan Amount



 


The Parties herewith confirm,
that the first tranche of CHF 300’000 and the second tranche of CHF 200’000 as per section 2 of the Agreement have been paid out
from the Lender to the Borrower and are, as per this date, still outstanding (including accrued interest).


 


The Loan Amount as set forth
in section 2 of the Agreement shall be increased from CHF 500’000 to CHF 600’000. The additional loan of CHF 100’000 shall constitute
the third tranche of the Loan (“Third Tranche”). The term “Loan” as used in the Agreement and in the Amendment
shall include the Third Tranche, and all provisions of the Agreement shall mutatis mutandis apply to the Third Tranche, unless
provided otherwise in this Amendment.


 


The Third Tranche shall become
payable within 2 Business Days after the execution of this Amendment and transferred to an account designated by the Borrower.


 


Interest on the Third Tranche
shall be calculated from (and including) the date of receipt of the Third Tranche on the bank account as designated by the Borrower
to (and including) the Maturity Date. On 8 January 2021, the maturity date for the repayment of the Loan Amount with accrued interest
was extended from 31 December 2020 to 31 March 2021. For the avoidance of doubt, the Third Tranche (including accrued and unpaid
interest) shall become due for repayment on the Maturity Date (i.e. 31 March 2021).


 


		2.	Governing law and jurisdiction



 


		2.1.	Governing Law



 


This Amendment shall in all
respects be governed by and construed in accordance with the substantive laws of Switzerland.


 


		2.2.	Jurisdiction



 


All disputes arising out of
or in connection with this Amendment, including disputes regarding its conclusion, validity, binding effect, amendment, breach,
termination or rescission shall be subject to the exclusive jurisdiction of the ordinary courts of Zurich, canton of Zurich, Switzerland,
venue being Zurich 1.


 


 


[signature page to follow]


 






     


    	Amendment
	3/3



    

 


IN WITNESS WHEREOF, the Parties
have signed this Agreement on the date first written above


 


Magnetic Rock Investment AG


 


	/s/ Ronald Hafner	 	 
	Name: Ronald Hafner	 	Name:
	Function: Chairman of the Board	 	Function:
	 	 	 
	 	 	 
	NLS Pharmaceutics AG	 	 
	 	 	 
	/s/ Alexander Zwyer	 	/s/ Ronald Hafner
	Name: Alexander Zwyer	 	Name: Ronald Hafner
	Function: Chairman of the Board	 	Function: Chairman of the Board