Item 1.01. Entry Into a Material Definitive Agreement.

As previously reported in the Current Report on Form 8-K filed by the Company on June 30, 2022 (the "Original Note Disclosure"), 9 Meters Biopharma, Inc. (the "Company") issued a senior secured convertible note (the "Original Note") to an institutional investor (the "Holder") on July 15, 2022, with a principal amount of $21 million, pursuant to a Securities Purchase Agreement, dated June 30, 2022. Subsequently, and as previously reported in the Quarterly Report on Form 10-Q filed by the Company on November 8, 2022 (the "A&R Note Disclosure"), on November 7, 2022, the Company and the Holder agreed to amend and restate the Original Note (the "A&R Note").

On January 12, 2023, the Company and the Holder agreed to amend the A&R Note (the "Amendment", and together with the A&R Note, the "Amended A&R Note") in order to reduce the outstanding principal amount to approximately $4,950,000 in exchange for $16.8 million of restricted cash. In connection with the reduction of the outstanding principal amount, the Amendment also reduces the minimum liquidity requirement to not less than $500,000. Additionally, the Amendment amends the definition of Conversion Floor Price and removes the definitions of Subsequent Financing and Subsequent Financing Requirement, and all references thereto, relieving the Company of the requirement to raise $25 million by March 31, 2023.

Except as set forth herein, the material terms of the Amended A&R Note are otherwise substantially similar to the A&R Note, which terms were described in the Original Note Disclosure and the A&R Note Disclosure.

The description of the Amendment above is not complete and is qualified in its entirety by the full text of the Amendment, filed herewith as Exhibit 10.1.

The disclosure contained in this Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, and is made only as required under applicable rules for filing current reports with the U.S. Securities and Exchange Commission.




Item 2.03.           Creation of a Direct Financial Obligation or an Obligation under an
                     Off-Balance Sheet.

The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.




Item 3.02.     Unregistered Sales of Equity Securities.

The information disclosed in Item 1.01 of this Current Report on Form 8-K regarding the Amended A&R Note and the underlying shares of common stock is incorporated herein by reference. The Amended A&R Note and underlying shares of common stock have not been registered for primary issuance under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company is relying on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act and by Rule 506 of Regulation D, and similar exemptions under applicable state laws.




Item 9.01.     Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.           Description
Exhibit 10.1            First Amendment to the Amended and Restated Senior Secured Convertible
                      Note Due 2025.
Exhibit 104           Cover Page Interactive Data File (embedded within the Inline XBRL
                      document).

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