Exhibit 10.27


 


Addendum
Number 3 of the “Up to USD 7,100,000 Credit Facilites Agreement”


 


“Addendum”


 


of


 


___
October 2020


 


between


 





	NLS
    Pharmaceutics Ltd.	 	 
	Alter
    Postplatz	 	 
	6370
    Stans	 	 
	Switzerland	 	“Borrower”
	 	 	 
	 	 	 
	 	 	 
	 	and	 
	 	 	 
	 	 	 
	 	 	 
	Ronald
    Hafner	 	 
		 	“Lender
    1”
	 	 	 
	Jürgen
    Bauer	 	 
	 	 	“Lender
    2”
	 	 	 
	Peter
    Ödman	 	 
	 	 	“Lender
    3”




 



     


    	Addendum	2/6



    




 





	 	 	 
	Michael
    Stein	 	 
	 	 	“Lender
    4”
	 	 	 
	 	 	 
	 	 	(Lender
    1, Lender 2, Lender 3 and Lender 4
	 	 	the  Lenders
    )
	 	 	 
	 	 	(Borrower
    and Lenders each a  Party
	 	 	collectively
    the  Parties )
	 	 	 




 regarding


current
situation and outstanding amount



 







     


    	Addendum	3/6



    

 


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
                                         and on 3 February 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 30 September 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	4/6



    

 


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 December 2020.


 


		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	5/6



    

 


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	6/6



    

 


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