Exhibit 10.25


 





EIGHTH AMENDMENT, WAIVER AND CONSENT


 


This Eighth Amendment,
Waiver and Consent (“Eighth Consent”), is made and entered into effective as of January 30, 2017 (the “Effective
Date”), by and among Accelerated Pharma, Inc., a Delaware corporation (the “Company”), and the parties identified
on the signature page hereto (each a “Purchaser” and collectively, “Purchasers”). Capitalized terms used
but not defined herein will have the meanings assigned to them in the Securities Purchase Agreements and Transaction Documents
(as defined below). Capitalized terms defined herein shall be incorporated in the Transaction Documents, as appropriate.


 


WHEREAS, the Company and
Purchasers identified on Schedule A entered into Securities Purchase Agreements (“Securities Purchase Agreements”)
and other Transaction Documents (collectively, “Transaction Documents”) dated as of December 23, 2014, May 8, 2015,
June 11, 2015, November 6, 2015, April 20, 2016, April 22, 2016, May 9, 2016, May 27, 2016 and July 15, 2016 (the April 20, 2016,
April 22, 2016, May 9, 2016, May 27, 2016 and several other Securities Purchase Agreements with dates ranging between July 15,
2016 through October 6, 2016 (all collectively the “Securities Purchase Agreements”); and


 


WHEREAS, the Transaction
Documents were previously amended and certain consents and waivers were granted pursuant to a certain Amendment, Waiver and Consent
entered into as of May 8, 2015 (the “First Amendment”) and as further amended on November 6, 2015 pursuant to a Second
Amendment, Waiver and Consent (the “Second Amendment”) as further amended on April 20, 2016 pursuant to a Third Amendment,
Waiver and Consent (the “Third Amendment”) as further amended on May 9, 2016 pursuant to a Fourth Amendment, Waiver
and Consent (the “Fourth Amendment”) as further amended on July 15, 2016 pursuant to a Fifth Amendment, Waiver and
Consent (the “Fifth Amendment”), as further amended and restated on September 16, 2016 (the “Fifth Amended and
Restated Amendment”), as further amended on October 2, 2016 (the “Sixth Amendment”) as further amended on November
30, 2016 (the Seventh Amendment), as further amended herein pursuant to this Eighth Consent and together with the First Amendment,
Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Fifth Amended and Restated Amendment, the Sixth Amendment,
and the Seventh Amendment, the “Prior Amendments”); and


 


WHEREAS, pursuant to the
Transaction Documents, the Company issued to the Purchasers Secured Convertible Notes (“Notes”) and Warrants (the
“Warrants”); and


 


WHEREAS, the Company wishes
to amend the definition of Qualified Offering as it is defined in Section 1.1 of the Securities Purchase Agreements and the accompanying
Transaction Documents and as amended pursuant to the Prior Amendments; and


 


WHEREAS, the Company is
requesting that Purchasers waive any Events of Default that occurred or may have occurred prior to the date hereof; and


 


WHEREAS, the Company is
requesting that the Purchasers of the Notes (“December 2014 Purchasers”) issued on December 23, 2014 (“December
2014 Notes”) and the Purchasers of the Notes (the “2015 Purchasers”) issued in May, June and November of 2015
(the “2015 Notes”) agree to the extension of the Maturity Date of the December 2014 Notes and the 2015 Notes to March
31, 2017; and


 


WHEREAS, the Company wishes
to consummate, and seeks the approval of the Purchasers with respect to, a debt financing to provide working capital (the “Bridge
Financing”) for the Company which debt will be subordinated to all of the Notes and subordinate to the security interest
granted to the Purchasers and, in connection with the Bridge Financing, the Company will issue 40,000 shares of common stock of
the Company to the investor providing capital to the Company (the “Investor”) in the Bridge Financing; and


 




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WHEREAS, pursuant to the
Transaction Documents, the Company is prohibited from, without the prior approval of the Purchasers, from completing the Bridge
Financing; and


 


WHEREAS, the Company and
Purchasers agree to the following amendments, waivers, and consents, which amendments, waivers and consents shall be effective
upon the approval of all December 2014 Purchasers and all of the 2015 Purchasers, with such approval when achieved to be deemed
effective as of the Effective Date.


 


NOW, THEREFORE, the Company
and Purchasers hereby agree as follows:


 


1.        The
Maturity Date of the December 2014 Notes and the 2015 Notes is extended to March 31, 2017.


 


2.        The
definition of “Qualified Offering” in Section 1.1 of the Securities Purchase Agreement is deleted and replaced with
the following:


 


“Qualified Offering”
means the occurrence of an offering of the Company’s Common Stock which closes in one or more closings in connection with
which the Company receives not less than $5,000,000 of gross cash proceeds from the sale of Common Stock on or before March 3,
2017 at a pre-money valuation on a fully diluted basis of at least $20,000,000.”


 


3.        The
Purchasers consent to the Bridge Financing up to an amount of $400,000 and the issuance of common stock of the Company of 40,000
shares to the Investor.


 


4.        Solely
in connection with the Bridge Financing, the Purchasers waive (i) any Events of Default that have occurred or may have occurred
prior to the date hereof, and (ii) any restrictions contained in the Transaction Documents in order to afford the Company the
opportunity to implement a Qualified Offering.


 


5.        In
consideration of the Maturity Date extension and the Purchasers’ consent to the Bridge Financing, the Company agrees to
issue to all Purchasers additional Warrants equal to twenty percent (20%) of the amount of Warrants previously issued to each
of the Purchasers.


 


6.        The
Purchasers do not waive any anti-dilution, ratchet or any such similar adjustment or protections granted to them pursuant to the
Securities Purchase Agreements and Transaction Documents.


 


7.        The
undersigned Purchaser hereby acknowledges, ratifies and confirms in all respects the Prior Amendments.


 


8.        The
undersigned Purchaser represents to the Company that it is the holder of the Notes and Warrants in the amounts set forth on Schedule
A hereto, it has not sold, transferred or otherwise assigned any of the Notes and Warrants and it has the authority to enter
into and deliver this Eighth Consent.


 




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9.        The
Company represents that Schedule A hereto identifies all of the holders and sets forth the amounts as of the date herein
of all of the securities issued or issuable pursuant to the Securities Purchase Agreements and that the Transaction Documents
have not been previously amended nor any waiver of any term thereof granted by any party thereto other than as set forth in the
Prior Amendments and this Eighth Consent.


 


10.        This
Eighth Consent may be executed in counterparts, each of which shall be deemed an original but all of which shall together constitute
one and the same instrument. This Eighth Consent may be signed and delivered by facsimile or electronically and such facsimile
or electronically signed and delivered Seventh Consent shall be enforceable.


 


11.        This
Eighth Consent shall be included in the definition of Transaction Documents as such term is defined in the Securities Purchase
Agreements.


 


12.        Sections
5.4, 5.5, 5.12 and 5.21 of the Securities Purchase Agreements are incorporated herein by reference.


 


13.        Except
as expressly set forth herein, this Eighth Consent shall not be deemed to be a waiver, amendment or modification of any provisions
of the Transaction Documents or of any right, power or remedy of the Purchaser, or constitute a waiver of any provision
of the Transaction Documents (except to the extent herein set forth), or any other document, instrument and/or agreement
executed or delivered in connection therewith and any other agreement to which the Purchaser may be parties to, in each case whether
arising before or after the date hereof or as a result of performance hereunder or thereunder. Except as set forth herein, the Purchaser
reserves all rights, remedies, powers, or privileges available under the Transaction Documents and any other agreement to
which the Purchaser may be parties to, at law or otherwise. This Eighth Consent shall not constitute a novation or satisfaction
and accord of the Transaction Documents or any other document, instrument and/or agreement executed or delivered in connection
therewith and any other agreement to which the Purchaser may be a party to.


 


[THIS SPACE INTENTIONALLY LEFT BLANK]


 




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IN WITNESS WHEREOF, the
Company and the undersigned Purchasers have caused this Eighth Consent to be executed as of the date first written above.


 


	 	ACCELERATED PHARMA, INC.
	 	the “Company”
	 	 	 
	 	By:	
	 	 	Michael Fonstein, Chief Executive Officer


 


“PRIOR PURCHASER”


 


Name of Prior Purchaser: __________________________________________________________________________


 


Signature of Authorized Signatory of Prior
Purchaser: ____________________________________________________


 


Name of Authorized Signatory: _____________________________________________________________________


 


Title of Authorized Signatory: ______________________________________________________________________


 




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SCHEDULE A 


 


	PURCHASERS OF DECEMBER 23, 2014	 	PURCHASE 
 PRICE AND 
 PRINCIPAL 

    AMOUNT OF 
 NOTE	 	 	WARRANTS	 	 	FIFTH 
 CONSENT 
 WARRANTS	 
	CURBER
                                         INTERNATIONAL LTD.
 
	 	$	400,000.00	 	 	 	27,778	 	 	 	2,779	 
	MORRIS FUCHS
 
	 	$	50,000.00	 	 	 	3,472	 	 	 	347	 
	NACHUM STEIN
 
	 	$	100,000.00	 	 	 	6,944	 	 	 	694	 
	AMERICAN
                                         EUROPEAN INSURANCE CO.
 
	 	$	100,000.00	 	 	 	6,944	 	 	 	694	 
	HSI PARTNERSHIP
 
	 	$	50,000.00	 	 	 	3,472	 	 	 	347	 
	RR INVESTMENT
                                         2012 LP
 
	 	$	50,000.00	 	 	 	3,472	 	 	 	347	 
	TOTALS	 	$	750,000.00	 	 	 	52,082	 	 	 	5,208	 



 




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SCHEDULE A (continued)


 


	PURCHASERS OF MAY 8, 2015 AND JUNE 11, 2015	 	PURCHASE PRICE 
 AND PRINCIPAL 

    AMOUNT OF NOTE	 	 	WARRANTS	 
	2004 LEON SCHARF IRREVOCABLE TRUST CORP. 
	 	$	100,000.00	 	 	 	50,000	 
	HOCH FAMILY EQUITIES LLC 
	 	$	50,000.00	 	 	 	25,000	 
	RR INVESTMENT 2012 LP 
	 	$	500,000.00	 	 	 	250,000	 
	API BIO INVESTORS, LLC 
	 	$	340,000.00	 	 	 	170,000	 
	ABRAHAM BELSKY 
	 	$	50,000.00	 	 	 	25,000	 
	EDWIN W. COLMAN CHILDREN’S TRUST 
	 	$	100,000.00	 	 	 	50,000	 
	ELI INZLICHT-SPREI
 
	 	$	25,000.00	 	 	 	12,500	 
	HARVEY LANG 
	 	$	25,000.00	 	 	 	12,500	 
	ALPHA CAPITAL ANSTALT 
	 	$	750,000.00	 	 	 	375,000	 
	BRIO CAPITAL MASTER FUND LTD. 
	 	$	110,000.00	 	 	 	55,000	 
	BERNHARD LAZARUS
 
	 	$	50,000.00	 	 	 	25,000	 
	TOTALS	 	$	2,100,000.00	 	 	 	1,050,000	 



 




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SCHEDULE A (continued)


 


	PURCHASERS OF NOVEMBER 6, 2015	 	PURCHASE 
 PRICE AND 
 PRINCIPAL

AMOUNT OF 
 NOTE	 	 	WARRANTS	 
	API BIO INVESTORS, LLC
 
	 	$	220,000.00	 	 	 	6,659	 
	MORDECHAI MARC BELSKY 
	 	$	50,000.00	 	 	 	1,513	 
	KEREN BROCHA 
	 	$	35,000.00	 	 	 	1,059	 
	CHAIM GROSS 
	 	$	30,000.00	 	 	 	908	 
	HOCH FAMILY EQUITIES, LLC 
	 	$	100,000.00	 	 	 	3,027	 
	MORRIS FUCHS
 
	 	$	50,000.00	 	 	 	1,513	 
	ELI INZLICHT-SPREI
 
	 	$	15,000.00	 	 	 	454	 
	TOTALS	 	$	500,000.00	 	 	 	15,133	 



 




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SCHEDULE A (continued)


 





	PURCHASERS OF APRIL 2016	 	PURCHASE PRICE 
 AND PRINCIPAL 
 AMOUNT OF NOTE	 	 	WARRANTS	 
	2004 LEON SCHARF IRREVOCABLE TRUST CORP. 
	 	$	100,000.00	 	 	 	2,579	 
	VENTURE CAP GROUP LLC 
	 	$	50,000.00	 	 	 	1,289	 
	NACHUM STEIN
 
	 	$	40,000.00	 	 	 	1,031	 
	AMERICAN EUROPEAN INSURANCE CO.
 
	 	$	40,000.00	 	 	 	1,031	 
	HSI PARTNERSHIP
 
	 	$	20,000.00	 	 	 	516	 
	PURCHASERS OF MAY 2016	 	 	 	 	 	 	 	 
	MANUEL S. SCHARF
 
	 	$	100,000.00	 	 	 	2,579	 
	SCHEIN VENTURES LLC
 	 	$	100,000.00	 	 	 	2,149	 








  




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SCHEDULE A (continued)


 


	PURCHASERS OF JULY 2016	 	PURCHASE PRICE 
 AND PRINCIPAL 
 AMOUNT OF NOTE	 	 	WARRANTS	 
	ALPHA CAPITAL ANSTALT 
	 	$	50,000.00	 	 	 	1,074	 
	RAYMOND DAYAN
 
	 	$	40,000.00	 	 	 	859	 
	BRIO CAPITAL MASTER FUND LTD. 
	 	$	25,000.00	 	 	 	537	 
	EDWIN W. COLMAN CHILDREN’S TRUST 
	 	$	50,000.00	 	 	 	1,074	 
	2004 LEON SCHARF IRREVOCABLE TRUST CORP. 
	 	$	50,000.00	 	 	 	1,074	 
	Additional 2016 Purchasers	 	 	 	 	 	 	 	 
	Yuri Rabinovich 
	 	$	50,000.00	 	 	 	1,074	 
	Ross Overbeek 
	 	$	20,000.00	 	 	 	431	 
	Michael H. Schwartz Profit Sharing Plan 
	 	$	120,000.00	 	 	 	2,578	 
	Masoud Toghraie 
	 	$	200,000.00	 	 	 	4,297	 
	Walter Schenker IRA #1374
 
	 	$	150,000.00	 	 	 	3,223	 
	Scott Greenberg 
	 	$	50,000.00	 	 	 	1,074	 
	TOTALS	 	$	1,386,000	 	 	 	29,781	 



 




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