DelMar Pharmaceuticals, Inc. Suite 720-999 West Broadway Vancouver, British Columbia, Canada V5Z 1K5

Exhibit 1.2

XxxXxx Pharmaceuticals, Inc.

Suite 000-000 Xxxx Xxxxxxxx

Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0

June 10, 2019

VIA ELECTRONIC MAIL

Maxim Group LLC

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx, XX 00000

Xxxxxx Xxxxx Securities, Inc.

0 Xxxxx Xxxxxxx Xxx, 0xx Xxxxx

Xxxx Xxxxx, XX 00000

Dear All:

Reference is hereby made to that certain Dealer-Manager Agreement, dated May 29, 2019 (the “Dealer-Manager Agreement”), by and among XxxXxx Pharmaceuticals, Inc. (the “Company”) and Maxim Group LLC and Xxxxxx Xxxxx Securities, Inc., as dealer-managers (the “Dealer-Managers”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Dealer-Manager Agreement.

The parties have agreed to amend the Dealer-Manager Agreement to revise certain terms of the Dealer-Manager Agreement (the “Amendment”). This letter agreement (“Letter Agreement”) shall serve as an amendment to the Dealer-Manager Agreement pursuant to Section 16 of the Dealer-Manager Agreement, and as written evidence of the mutual agreement between the parties to the Amendment.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Dealer-Managers agree as follows:

1. Dealer-Manager Agreement Amendments and Waiver.

a. References in the introductory paragraph and Section 1(a) of the Dealer Manager Agreement to 125 Rights Warrants shall be replaced with 209 Rights Warrants such that each Unit shall consist of one Rights Share and 209 Rights Warrants.

b. References in the introductory paragraph and Section 1(a) of the Dealer Manager Agreement to 8,000 Units shall be replaced with 1,860 Units.

c. The definition of “Expiration Date” in Section 1(d) is hereby amended to be changed from 5:00 p.m., New York City time, on June 12, 2019 to 5:00 p.m., New York City time, on June 25, 2019.

d. Section 6(ii) of the Dealer-Manager Agreement is hereby replaced in its entirety as follows:

“(ii) [RESERVED.]”

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2. Miscellaneous.

a. Effectiveness. From and after the date hereof, all references to the Dealer-Manager Agreement shall mean the Dealer-Manager Agreement as amended by this Letter Agreement.

b. Other Provisions Unaffected. Except as modified by this Letter Agreement, the Dealer-Manager Agreement is unchanged and shall continue in full force and effect in accordance with the provisions thereof.

c. Amendments. The provisions of this Letter Agreement may not be amended, modified or supplemented, and waivers or consents to departure from the provisions hereof may not be given, except by the written consent of all parties hereto.

[Signature page follows]

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	Very truly yours,
	XXXXXX PHARMACEUTICALS, INC.
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Chief Financial Officer

MAXIM GROUP LLC
By:	/s/ Xxxxxxxx X. Xxxxxx
Name:	Xxxxxxxx X. Xxxxxx
Title:	Executive Managing Director, Investment Banking
XXXXXX XXXXX SECURITIES INC.
By:	/s/ Xxxxxx X. Xxxxxx Xx.
	Name:	Xxxxxx X. Xxxxxx Xx.
	Title:	Chief Executive Officer

Signature Page to Letter Agreement