Item 1.01. Entry into a Material Definitive
Agreement.
Scarology Agreement
On November 26, 2017 (the “Effective
Date”), Immudyne PR, LLC (“Immudyne PR”), a majority owned subsidiary of Immudyne, Inc. (the “Company”)
entered into a license agreement (the “Agreement”) with One Down, LLC (“Scarology”), a Florida limited
liability company, pursuant to which Scarology agreed to license certain assets, rights, intellectual property and know how relating
to certain Scarology scar treatment products (the “Products”) to Immudyne PR.Under the Agreement, Immudyne is granted
a limited, exclusive, worldwide, sub-licensable right and license to manufacture, promote market, support and distribute for sale
the Products (the “License”).
Immudyne PR must sell at least twenty-five
thousand (25,000) Products in the first year of the Agreement and fifty thousand (50,000) Products each year thereafter the Agreement
remains in effect in order to maintain exclusivity of the License. In the event that these requirements are not met, the License
shall be non-exclusive so as long as twenty-five thousand (25,000) products are not sold on an annual basis. Further, in the event
that Immudyne PR does not sell at least ten thousand (10,000) Products outside of the United States in any given calendar year,
Immudyne PR shall lose its exclusivity outside of the United States.
Immudyne PR shall pay to Scarology royalties
in the amount of ten percent (10%) of the Net Revenue (as defined in the Agreement) generated by sales of the Products. Immudyne
shall also pay to Scarology a license fee equal to one-hundred thousand U.S. Dollars (US$100,000) in two (2) equal payments on
the one hundred eightieth (180th) calendar day following the Effective date of the Agreement and on the three hundred sixty-fifth
(365th) calendar day following the Effective Date of the agreement, provided that the Agreement has not been terminated prior.
The term of the Agreement shall be from
the Effective Date until terminated by either party in accordance with the following provisions: (a) either party upon (i) insolvency
of the other party or assignment by such party for the benefit of creditors, (ii) the filing of a voluntary bankruptcy petition
or its failure to vacate an involuntary bankruptcy petition, (iii) failure of such party to vacate the appointment of a receiver
or trustee for such party or any interest in its business within ninety (90) days after such appointment; (b) either party at any
time by Scaraology at least ninety (90) calendar days prior written notice; (c) by either party if non-breaching party does not
correct any material failure to fulfill any obligation within thirty (30) calendar days after receiving written notice identifying
the failure with specificity; or (e) by the parties mutual agreement.
First Amendment to Scarology Agreement
On
May 20, 2018, the Immudyne PR and Scarology entered into the First Amendment to the Agreement (the “Amended Agreement”)
to modify the termination provisions such that the Agreement may be terminated by Immudyne PR at any time by providing thirty
(30) days written notice to Scarology. Further, pursuant to the Amended Agreement, the license fee is equal to $50,000, with $8,333
to be paid on the first day of each of the 6 months following the execution date of the Amended Agreement. In addition, if Amended
Agreement is not terminated prior to November 26, 2018, an additional License Fee (as defined in the Agreement) of $50,000 shall
be paid to Scarology on or before December 1, 2018.
If annual Gross
Revenue (as defined in the Agreement) of $10,000,000 is generated directly from the License, then Scarology will have the right,
for one (1)year, to exchange 25% of it’s Royalties (as defined in the Agreement) into a 3-year warrant to purchase 500,000
shares of the Company’s common stock at an exercise price of $0.75 (the “Initial Warrant”). In addition to the
Initial Warrant, if annual Gross Revenue of $20,000,000 is generated directly from the License then Scarology will have the option,
for one (1)year, to exchange an additional 25% of its’s Royalties into a 3-year warrant to purchase 500,000 shares of the
Company’s common stock at an exercise price of $1.50.
The foregoing description of the Agreement
and the Amended Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the
Agreement and the Amended Agreement, filed as Exhibit 10.1 and Exhibit 10.2, respectively hereto and incorporated herein by reference.