EXHIBIT
10.36.2 


   


 AMENDED
NOTE EXTENSION AGREEMENT 


   


 This
Amended Note Extension Agreement (“Amended Extension Agreement”), is made and entered into this 30th day
of May 2019, effective as of January 30, 2019 (the “Effective Date”), by and among Accelerated Pharma, Inc., a Delaware
corporation (the “Company”), and the parties (each a “Note Holder” and collectively, the “Note Holders”)
identified on the Note Holder Conversion Schedule attached hereto. The Company and the Note Holders are sometimes referred to
individually, as a “Party” and collectively, as the “Parties.” 


   


 WHEREAS,
the Company and Note Holders identified on Schedule A hereto entered into Securities Purchase Agreements (collectively, the “Securities
Purchase Agreements” or “SPAs”) 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, July 15, 2016 and the unsigned September 2017 SPA (the April 20, 2016, April 22, 2016, May 9, 2016, May 27, 2016, July
15, 2016 and the unsigned September 2017 SPA, and several other Securities Purchase Agreements with dates ranging between July
2016 through September 2017; and 


   


 WHEREAS,
pursuant to the Transaction Documents, the Company issued to the Note Holders certain secured convertible notes having maturity
date of December 31, 2017 (“2014-2016 Notes”); and 


   


 WHEREAS,
in 2017, the Note Holders exchanged warrants previously issued by the Company for 1,104,740 shares of the Company’s common
stock, par value $0.00001 (the “Common Stock”), all of which shares are
eligible for resale by the Note Holders pursuant to the provisions of Rule 144, promulgated by the United States Securities and
Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”); and 


   


 WHEREAS,
in October 2018, the Parties, understanding that the Company was in the process of filing a registration statement on Form S-1
(the “Registration Statement”) with the SEC for its initial public offering (“IPO”), agreed to a Note
Extension Agreement in contemplation of the IPO; and 


   


 WHEREAS,
on October 22, 2018, the Company filed the Registration Statement for the issuance and sale of 750,000 units (the “Units”)
at a price of $4.00 per Unit, each consisting of one (1) share of common stock, par value $0.00001 (the “Common Stock”)
and one (1) Class A Warrant exercisable for a period of five (5) years to purchase one (1) additional share of Common Stock at
an exercise price of $4.40 per share, and filed the Form of Note Extension Agreement as Exhibit 10.36 to the Registration Statement
which provided for the extension of the maturity date on the Notes to January 31, 2019; and 


   






    	 	 	 



    	 



    

   


 WHEREAS,
the Parties acknowledge that the Notes may be deemed to be past due and in connection with the completion of the audit of the
Company’s consolidated financial statements for the year-ended December 31, 2017 (the “2017 Financial Statements”)
and the filing of the Registration Statement, Registration Statement No. 333- 22791, which was filed with the SEC on October 22,
2018, and the amended Registration Statement was filed with the SEC on January 25, 2019, the Company has requested and the Note
Holders have agreed to: (i) further extend the maturity dates of the Notes from January 31, 2019 to August 31, 2019 (the “New
Maturity Date”), with the understanding that the New Maturity Date may be extended pursuant to a separate written agreement
between the Parties; (ii) waive any Events of Default (as that term is defined in the Transaction Documents) that occurred or
may have occurred prior to the date hereof; and (iii) the Note Holders have agreed that for good and valuable consideration, upon
the effective date of the pending Registration Statement, when and if declared by the SEC under the Act, to convert their Notes
and all accrued interest, with respect to certain Note Holders into shares of Common Stock at a conversion price of $1.60 and
with respect to certain other Note Holders, all as set forth in Schedule A, into shares of the Company’s Series C Convertible
Preferred Stock as as set forth in Schedule A hereto. 


   


 NOW,
THEREFORE, the Company and Note Holders hereby agree as follows: 


   


 1.
The New Maturity Date of the 2014 Notes and the 2015 Notes is extended to August 31, 2019, effective as of January 30, 2019 (the
“Effective Date”). 


   


 2.
As of the Effective Date and only in connection with this Amended Extension Agreement, the undersigned Note Holders agree to:
(i) waive any Events of Default that have occurred or may have occurred prior to the date hereof; (ii) waive any restrictions
contained in the Transaction Documents in order to afford the Company the opportunity to successfully implement and complete the
IPO; and (iii) the adoption of the New Maturity Date. 


   


 3.
The undersigned Note Holders each represent to the Company that he/she/it is the holder of the Notes in the amounts set forth
on Schedule A hereto, he/she/it has not sold, transferred or otherwise assigned any of the Notes and he/she/it has the authority
to enter into and deliver this Amended Extension Agreement. 


   


 4.
This Amended Extension Agreement 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 Extension Agreement may be signed and delivered by facsimile or electronically
and such facsimile or electronically signed and delivered Extension Agreement shall be enforceable. 


   


 IN
WITNESS WHEREOF, the Company and the undersigned Note Holders have caused this Amended Extension Agreement to be executed as of
the date first written above. 


   


	   	 ACCELERATED
    PHARMA, INC. 
	   	 Agreed
    to and Accepted by:  
	   	   
	   	 /s/:
    Michael Fonstein 
	   	 Name: 	 Michael
    Fonstein 
	   	 Title: 	 Chief
    Executive Officer 


   




    	 	 	 



    	 



    

   


	 Note Holder 	   	 Principal Amount 	   	   	 Accrued Interest 	   	   	 Total Amount Oustanding 	   	   	 Date of Issuance 	   	   	 Securities Issuable on Conversion 	   	 Number of Shares 	   
	 HSI Partnership 	   	 $ 	 50,000.00 	   	   	 $ 	 17,888.89 	   	   	 $ 	 67,888.89 	   	   	 12/29/14 	   	   	 Common Stock 	   	   	 42,431 	   
	 Nachum Stein 	   	 $ 	 100,000.00 	   	   	 $ 	 35,777.78 	   	   	 $ 	 135,777.78 	   	   	 12/29/14 	   	   	 Common Stock 	   	   	 84,861 	   
	 American European Insurance Co. 	   	 $ 	 100,000.00 	   	   	 $ 	 35,777.78 	   	   	 $ 	 135,777.78 	   	   	 12/29/14 	   	   	 Common Stock 	   	   	 84,861 	   
	 RR Investment 2012 LP 	   	 $ 	 50,000.00 	   	   	 $ 	 17,888.89 	   	   	 $ 	 67,888.89 	   	   	 12/29/14 	   	   	 Common Stock 	   	   	 42,431 	   
	 Morris Fuchs 	   	 $ 	 50,000.00 	   	   	 $ 	 17,888.89 	   	   	 $ 	 67,888.89 	   	   	 12/29/14 	   	   	 Common Stock 	   	   	 42,431 	   
	 Curber International LTD. 	   	 $ 	 400,000.00 	   	   	 $ 	 143,111.11 	   	   	 $ 	 543,111.11 	   	   	 12/23/14 	   	   	 Common Stock 	   	   	 339,444 	   
	 RR Investment 2012 LP 	   	 $ 	 500,000.00 	   	   	 $ 	 144,861.11 	   	   	 $ 	 644,861.11 	   	   	 5/8/15 	   	   	 Common Stock 	   	   	 403,038 	   
	 2004 Leon Scharf Irrevocable Trust Corp. 	   	 $ 	 100,000.00 	   	   	 $ 	 28,972.22 	   	   	 $ 	 128,972.22 	   	   	 5/8/15 	   	   	 Common Stock 	   	   	 80,608 	   
	 Abraham Belsky 	   	 $ 	 50,000.00 	   	   	 $ 	 14,486.11 	   	   	 $ 	 64,486.11 	   	   	 5/8/15 	   	   	 Common Stock 	   	   	 40,304 	   
	 Alpha Capital 	   	 $ 	 750,000.00 	   	   	 $ 	 217,291.67 	   	   	 $ 	 967,291.67 	   	   	 5/8/15 	   	   	 Series C Convertible
    Preferred1 	   	   	 1,209 	   
	 API Bio Investors 	   	 $ 	 340,000.00 	   	   	 $ 	 98,505.56 	   	   	 $ 	 438,505.56 	   	   	 5/8/15 	   	   	 Common Stock 	   	   	 274,066 	   
	 Brio Capital 	   	 $ 	 110,000.00 	   	   	 $ 	 31,869.44 	   	   	 $ 	 141,869.44 	   	   	 5/8/15 	   	   	 Series C Convertible
    Preferred1 	   	   	 177 	   
	 Edwin W. Colman Children’s Trust 	   	 $ 	 100,000.00 	   	   	 $ 	 28,972.22 	   	   	 $ 	 128,972.22 	   	   	 5/8/15 	   	   	 Common Stock 	   	   	 80,608 	   
	 Eli Inzlicht-Sprei 	   	 $ 	 25,000.00 	   	   	 $ 	 7,243.06 	   	   	 $ 	 32,243.06 	   	   	 5/8/15 	   	   	 Common Stock 	   	   	 20,152 	   
	 Harvey Lang 	   	 $ 	 25,000.00 	   	   	 $ 	 7,243.06 	   	   	 $ 	 32,243.06 	   	   	 5/8/15 	   	   	 Common Stock 	   	   	 20,152 	   
	 Hoch Family Equities, LLC 	   	 $ 	 50,000.00 	   	   	 $ 	 14,486.11 	   	   	 $ 	 64,486.11 	   	   	 5/8/15 	   	   	 Common Stock 	   	   	 40,304 	   
	 Bernard Lazarus 	   	 $ 	 50,000.00 	   	   	 $ 	 14,486.11 	   	   	 $ 	 64,486.11 	   	   	 6/11/15 	   	   	 Common Stock 	   	   	 40,304 	   
	 API Bio Investors 	   	 $ 	 220,000.00 	   	   	 $ 	 57,193.89 	   	   	 $ 	 277,193.89 	   	   	 11/6/15 	   	   	 Common Stock 	   	   	 173,246 	   
	 Mordechai Marc Belsky 	   	 $ 	 50,000.00 	   	   	 $ 	 12,998.61 	   	   	 $ 	 62,998.61 	   	   	 11/6/15 	   	   	 Common Stock 	   	   	 39,374 	   
	 Keren Brocha 	   	 $ 	 35,000.00 	   	   	 $ 	 9,099.03 	   	   	 $ 	 44,099.03 	   	   	 11/6/15 	   	   	 Common Stock 	   	   	 27,562 	   
	 Chaim Gross 	   	 $ 	 30,000.00 	   	   	 $ 	 7,799.17 	   	   	 $ 	 37,799.17 	   	   	 11/6/15 	   	   	 Common Stock 	   	   	 23,624 	   
	 Hoch Family Equities, LLC 	   	 $ 	 100,000.00 	   	   	 $ 	 25,997.22 	   	   	 $ 	 125,997.22 	   	   	 11/6/15 	   	   	 Common Stock 	   	   	 78,748 	   
	 Morris Fuchs 	   	 $ 	 50,000.00 	   	   	 $ 	 12,998.61 	   	   	 $ 	 62,998.61 	   	   	 11/6/15 	   	   	 Common Stock 	   	   	 39,374 	   
	 Eli Inzlicht-Sprei 	   	 $ 	 15,000.00 	   	   	 $ 	 3,899.58 	   	   	 $ 	 18,899.58 	   	   	 11/6/15 	   	   	 Common Stock 	   	   	 11,812 	   
	 Leon Scharf 	   	 $ 	 100,000.00 	   	   	 $ 	 22,458.33 	   	   	 $ 	 122,458.33 	   	   	 4/20/16 	   	   	 Common Stock 	   	   	 76,536 	   
	 Venture Cap Group 	   	 $ 	 50,000.00 	   	   	 $ 	 11,229.17 	   	   	 $ 	 61,229.17 	   	   	 4/20/16 	   	   	 Common Stock 	   	   	 38,268 	   
	 HSI Partnership 	   	 $ 	 20,000.00 	   	   	 $ 	 4,491.67 	   	   	 $ 	 24,491.67 	   	   	 4/22/16 	   	   	 Common Stock 	   	   	 15,307 	   
	 Nachum Stein 	   	 $ 	 40,000.00 	   	   	 $ 	 8,983.33 	   	   	 $ 	 48,983.33 	   	   	 4/22/16 	   	   	 Common Stock 	   	   	 30,615 	   
	 American European 	   	 $ 	 40,000.00 	   	   	 $ 	 8,983.33 	   	   	 $ 	 48,983.33 	   	   	 4/22/16 	   	   	 Common Stock 	   	   	 30,615 	   
	 Manuel Scharf 	   	 $ 	 100,000.00 	   	   	 $ 	 21,855.56 	   	   	 $ 	 121,855.56 	   	   	 5/9/16 	   	   	 Common Stock 	   	   	 76,160 	   
	 Shein Ventures 	   	 $ 	 100,000.00 	   	   	 $ 	 21,855.56 	   	   	 $ 	 121,855.56 	   	   	 5/27/16 	   	   	 Common Stock 	   	   	 76,160 	   
	 Yuri Rabinovich 	   	 $ 	 50,000.00 	   	   	 $ 	 10,636.11 	   	   	 $ 	 60,636.11 	   	   	 6/21/16 	   	   	 Common Stock 	   	   	 37,898 	   
	 Masoud Togrhraie 	   	 $ 	 150,000.00 	   	   	 $ 	 31,908.33 	   	   	 $ 	 181,908.33 	   	   	 7/1/16 	   	   	 Common Stock 	   	   	 113,693 	   
	 Ross Overbeek 	   	 $ 	 20,000.00 	   	   	 $ 	 4,133.89 	   	   	 $ 	 24,133.89 	   	   	 7/12/16 	   	   	 Common Stock 	   	   	 15,084 	   
	 Alpha Capital 	   	 $ 	 50,000.00 	   	   	 $ 	 10,334.72 	   	   	 $ 	 60,334.72 	   	   	 7/15/16 	   	   	 Series C Convertible
    Preferred1 	   	   	 75 	   
	 Raymond Dayan 	   	 $ 	 40,000.00 	   	   	 $ 	 8,267.78 	   	   	 $ 	 48,267.78 	   	   	 7/15/16 	   	   	 Common Stock 	   	   	 30,167 	   
	 Brio Capital 	   	 $ 	 25,000.00 	   	   	 $ 	 5,167.36 	   	   	 $ 	 30,167.36 	   	   	 7/15/16 	   	   	 Series C Convertible
    Preferred1 	   	   	 38 	   
	 Masoud Togrhraie 	   	 $ 	 50,000.00 	   	   	 $ 	 10,636.11 	   	   	 $ 	 60,636.11 	   	   	 7/1/16 	   	   	 Common Stock 	   	   	 37,898 	   
	 Edwin w. Colman Children’s Trust 	   	 $ 	 50,000.00 	   	   	 $ 	 10,033.33 	   	   	 $ 	 60,033.33 	   	   	 8/5/16 	   	   	 Common Stock 	   	   	 37,521 	   
	 2004 Loen Scharf Irrevocable Trust 	   	 $ 	 50,000.00 	   	   	 $ 	 10,033.33 	   	   	 $ 	 60,033.33 	   	   	 8/5/16 	   	   	 Common Stock 	   	   	 37,521 	   
	 Michael Schwartz 	   	 $ 	 120,000.00 	   	   	 $ 	 24,080.00 	   	   	 $ 	 144,080.00 	   	   	 8/29/16 	   	   	 Common Stock 	   	   	 90,050 	   
	 Walter Schenker IRA #1374 	   	 $ 	 50,000.00 	   	   	 $ 	 9,741.67 	   	   	 $ 	 59,741.67 	   	   	 9/22/16 	   	   	 Common Stock 	   	   	 37,339 	   
	 Sturling Advisors LLP 	   	 $ 	 105,000.00 	   	   	 $ 	 20,457.50 	   	   	 $ 	 125,457.50 	   	   	 9/26/16 	   	   	 Common Stock 	   	   	 78,411 	   
	 Asher Hartman 	   	 $ 	 26,000.00 	   	   	 $ 	 5,065.67 	   	   	 $ 	 31,065.67 	   	   	 9/27/16 	   	   	 Common Stock 	   	   	 19,416 	   
	 Scott Greenberg 	   	 $ 	 50,000.00 	   	   	 $ 	 9,741.67 	   	   	 $ 	 59,741.67 	   	   	 9/30/16 	   	   	 Common Stock 	   	   	 37,339 	   
	 DNR 	   	 $ 	 50,000.00 	   	   	 $ 	 9,693.06 	   	   	 $ 	 59,693.06 	   	   	 10/6/16 	   	   	 Common Stock 	   	   	 37,308 	   
	 AJH 	   	 $ 	 50,000.00 	   	   	 $ 	 9,693.06 	   	   	 $ 	 59,693.06 	   	   	 10/6/16 	   	   	 Common Stock 	   	   	 37,308 	   
	 Alpha Capital 	   	 $ 	 75,000.00 	   	   	 $ 	 8,808.33 	   	   	 $ 	 83,808.33 	   	   	 11/3/17 	   	   	 Series C Convertible
    Preferred1 	   	   	 105 	   
	 Brio Capital 	   	 $ 	 25,000.00 	   	   	 $ 	 2,936.11 	   	   	 $ 	 27,936.11 	   	   	 11/3/17 	   	   	 Series C Convertible
    Preferred1 	   	   	 35 	   
	 Chaim Gross 	   	 $ 	 100,000.00 	   	   	 $ 	 11,686.11 	   	   	 $ 	 111,686.11 	   	   	 11/6/17 	   	   	 Common Stock 	   	   	 69,804 	   



   





   






 1
Each share of Series C Convertible Preferred Stock is convertible into 500 shares of Common Stock, subject to a Beneficial
Ownership Limitation set forth in the Certificate of Designation-Series C Convertible Preferred Stock.