Exhibit 10.34


 



Addendum
Number 4 of the “Up to USD 

7,100,000 Credit Facilites Agreement”


 


 


“Addendum”


 


of


 


8 January 2021


 


between


 


 





	NLS
    Pharmaceutics Ltd.	 	 
	Alter
    Postplatz	 	 
	6370
    Stans	 	 
	Switzerland	 	“Borrower”
	 	 	 
	 	 	 
	 	and	 
	 	 	 
	 	 	 
	Ronald
    Hafner	 	 
	  



	 	“Lender 1”
	 	 	 
	Jürgen Bauer	 	 
	 	 	“Lender
    2”
	 


 	 	 
	Peter Ödman	 	 
	 

 



	 	“Lender
    3”
	 	 	 
	Michael Stein	 	 
	  



	 	“Lender
    4”
	 	 	 



 


(Lender 1, Lender
2, Lender 3 and Lender 4


the ʺLendersʺ)


 


(Borrower and Lenders
each a ʺPartyʺ


collectively the ʺPartiesʺ)


 


 


regarding


current situation and outstanding
amount










     


    	Addendum	2/5



    

 


WHEREAS


 


		A.	The Borrower is a stock corporation (Aktiengesellschaft) in accordance with Swiss law with
its registered seat and principal place of business at Stans (Company Number CHE-447.067.367). The Company has a share capital
of CHF 139’200.00, divided into 6’960’000 registered shares with a nominal value of CHF 0.02 each, which have been fully paid
in.



 


		B.	The Lenders and the Borrower (formerly NLS Pharma AG) entered into the “Up to USD 7,100,000
Credit Facilities Agreement” dated 31 August 2015, as amended on 16 September 2019, on 3 February 2020 and in October 2020
(“Agreement”). The Lenders agreed to make available to the Borrower credit facilities in the aggregate amount
of USD 7,100,000.00 (“Total Credit Facility Amount”).



 


		C.	The Lenders granted to the Borrower the Total Credit Facility Amount under the Agreement.



 


		D.	According to section 6.1 of the Agreement only the loans under Credit Facility D shall bear interest
at the rate of 10% per annum, calculated from (and including) the day of its drawdown to (and including) the Maturity Date (or
the date of its earlier repayment).



 


		E.	With the capital increase dated 19 July 2018 (“Capital Increase I”) part of the
Total Credit Facility Amount in the amount of USD 3,418,519.00 (“Converted Amount I”) was converted and setoff
against 52 registered shares at a nominal amount of CHF 100.00. The Lenders each received thirteen (13) registered shares at an
issue price of USD 65,740.75 per share, as stated in the subscription form signed by each Lender. Part of the Converted Amount
I was the total Credit Facility D amount (USD 500,000.00). After the capital increase dated 19 July 2018 an open amount of USD
3,681,481.00 remained (“Open Amount”).



 


		F.	With the capital increase dated 12 March 2019 (“Capital Increase II”) the Open
Amount was converted and setoff against 56 registered shares at an issue price of USD 65,740.75 per share, as stated in the subscription
form signed by each Lender. The Lenders each received fourteen (14) registered shares.



 


		G.	With the Capital Increase I and the Capital Increase II the Total Credit Facility Amount was converted
and setoff.



 


		H.	The maturity date for the repayment of the Total Credit Facility Amount together with the accrued
interest was set at 31 December 2020 (“Maturity Date”).



 


NOW,
THEREFORE, the Parties agree as follows:


 


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


 


		1.	Open Amount



 


The Parties hereby confirm
that the Total Credit Facility Amount was converted and setoff in accordance with the Agreement. Therefore, no open amount remains
with regard to the Total Credit Facility Amount.


 


		2.	Conversion of Credit Facility D and Interest



 


The Parties hereby agree and
confirm that the total amount of the Credit Facility D was converted with the Capital Increase I.


 






     


    	Addendum	3/5



    

 


According to the document from
GHM Partners (Annex 1), the accrued interest shall consequently be calculated from 25 November 2016 until and including
the date of the Capital Increase I. The accrued interest as of the date hereof therefore equals USD 85’737.00 (“Open Interest
Amount”).


 


		3.	Extension Maturity Date



 


The Maturity Date for the Open
Interest Amount shall be extended until 31 March 2021.


 


		4.	Governing Law and Jurisdiction



 


This Addendum shall be governed
by and construed in accordance with the substantive laws of Switzerland, without reference to principles of conflict of laws or
choice of laws.


 


All disputes arising out of
or in connection with the present Agreement, including disputes on its conclusion, binding effect, amendment and termination, shall
be resolved by the ordinary courts in Stans (NW), Switzerland.


 


 


[Signature page to follow]


 






     


    	Addendum	4/5



    



 


Borrower


NLS Pharmaceutics Ltd.


 





	/s/ Ronald Hafner	 	/s/ Alexander Zwyer
	Ronald
    Hafner	 	Alexander
    Zwyer
	Chairman
    of the Board	 	Chief
    Executive Officer
	 	 	 
	 	 	 
	Lenders	 	 
	 	 	 
	/s/ Ronald Hafner	 	/s/ Jürgen Bauer
	Ronald
    Hafner	 	Jürgen
    Bauer
	 	 	 
	/s/ Peter Ödman	 	/s/ Michael Stein
	Peter
    Ödman	 	Michael
    Stein


 


 


Annex 1: Excel sheet from GHM Partners.


 






     


    	Addendum	5/5



    

 


Annex 1


 


Excel sheet from GHM Partners


 





	Investors A - Credit Facility (part II of USD 7.1m)	 	 	2018	 	 	 	18.03.2019	 	 	 	31.12.2019	 	 	 	30.06.2020	 
	ex NLS-1	 	 	USD	 	 	 	USD	 	 	 	USD	 	 	 	USD	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit facility Investors A	 	 	3’681’481.00	 	 	 	3’681’481.00	 	 	 	-	 	 	 	-	 
	Interest rate 0 %	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Debt to equity swap 18.3.2019	 	 	 	 	 	 	-3’681’481.00	 	 	 	 	 	 	 	 	 
	Total Credit Facility	 	 	3’681’481.00	 	 	 	-	 	 	 	-	 	 	 	-	 
	Interest 2016-2018 (of USD 500k)	 	 	85’737.00	 	 	 	85’737.00	 	 	 	85’737.00	 	 	 	85’737.00	 
	Total Credit Facility incl. Interest *	 	 	3’767’218.00	 	 	 	85’737.00	 	 	 	85’737.00	 	 	 	85’737.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






		*	Maturity date is September 30, 2020