Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed in the Current Report on Form
8-K filed by Nemaura Medical Inc. (the “Company”) on February 11, 2021, on February 8, 2021, the Company, Dermal Diagnostics
Limited, a wholly owned subsidiary of the Company (“Dermal Diagnostics”), and Trial Clinic Limited, a wholly owned subsidiary
of the Company (“Trial Clinic” and collectively with the Company and Dermal Diagnostics, the “Borrower”) issued
to Uptown Capital, LLC (“Uptown”) a secured promissory note (the “Uptown Note”) in the original principal amount
of $24,015,000. The Uptown Note carried an original issue discount of $4,000,000. In addition, the Borrower agreed to pay $15,000 to Uptown
to cover Uptown’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with
the purchase and sale of the Uptown Note, all of which amount was included in the initial principal balance of the Uptown Note. The purchase
price of the Uptown Note, therefore, was $20,000,000. The original maturity date of the Uptown Note was 24 months after the date the purchase
price for the Uptown Note was delivered.
On October 21, 2022, the Company entered into an Amendment
to Secured Promissory Note (the “Amendment”), dated as of October 21, 2022, by and among the Company, Dermal Diagnostics,
Trial Clinic and Uptown. Pursuant to the terms of the Amendment, the Borrower and Uptown agreed to extend the maturity date of the Uptown
Note to July 1, 2024. In consideration thereof, the Borrower agreed to pay to Uptown an extension fee in the amount of 5% of the outstanding
balance of the Uptown Note. As of October 21, 2022 following application of the extension fee, the outstanding balance of the Uptown Note
is $813,834.
The Borrower and Uptown previously agreed to reduce
the maximum monthly redemption amount from $2,000,000 to $500,000 from June 2022 to February 2023, which reduction remains in force. Pursuant
to the terms of the Amendment, the Borrower and Uptown agreed to reduce the maximum monthly redemption amount during the period beginning
March 2023 until the Uptown Note is paid in full from $2,000,000 to $1,000,000; provided, however, that upon the occurrence of an event
of default under the Uptown Note, the maximum monthly redemption amount will automatically be increased back to $2,000,000.
The Amendment contains customary representations and
warranties of the Borrower.
The foregoing description of the material terms of
the Amendment is not complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed herewith
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.