Item 8.01. Other Events.

On January 21, 2020, Innovate Biopharmaceuticals, Inc. (the "Company") entered into a letter agreement (the "Letter Agreement") with RDD Pharma Ltd. ("RDD"), INNT Merger Sub 1 Ltd. ("Merger Sub") and OrbiMed Israel Partners, Limited Partnership (the "Shareholder Representative"). Pursuant to the Letter Agreement, the Company, RDD, Merger Sub and the Shareholder Representative agreed to waive certain terms of the Agreement and Plan of Merger and Reorganization, as amended, (the "Merger Agreement") previously filed with the Securities and Exchange Commission on October 7, 2019 and December 17, 2019. Except as waived in the Letter Agreement, all of the terms and conditions set forth in the Merger Agreement remain in full force and effect.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits

Exhibit No.  Description

Exhibit 99.1   Letter Agreement, dated January 21, 2020

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