Introductory Comment – Use of Terminology

Throughout this Current Report on Form 8-K, the terms “Company,” “we,” “us,” and “our” refers to Tyme Technologies, Inc. and, unless the context indicates otherwise, its direct and indirect subsidiaries, Tyme Inc. and Luminant Biosciences, LLC, on a consolidated basis.

Item 1.01  Entry into a Material Definitive Agreement.

We entered into an Omnibus Amendment, dated as of June 5, 2015 (the “Omnibus Amendment”), with Christopher Brown and GEM Global Yield Fund LLC SCS (“GEM”) on June 5, 2015.  The Omnibus Amendment amended certain agreements we had previously entered into with Mr. Brown and GEM, as well as the promissory note of GEM, dated as of March 5, 2015, payable to our Company and in the principal amount of $2.5 million (the “PPO Note”).  Pursuant to the Omnibus Amendment, on June 5, 2015, GEM made a payment to our Company of $1.25 million in partial satisfaction of the PPO Note (the “Partial Note Satisfaction”).

GEM had originally issued and delivered to us the PPO Note on March 5, 2015 as part of GEM’s payment of its subscription price for 2.716 million shares (the “PPO Shares”) of our common stock which we sold to GEM pursuant to a Subscription Agreement, dated March 5, 2015 (the “Subscription Agreement”), between GEM and us.  The PPO had an original maturity date of June 5, 2015.  Under the Omnibus Amendment, we extended the maturity date with respect to the balance due under the PPO Note ($1.25 million in principal amount) to July 6, 2015.

GEM’s obligation to pay the amounts due under the PPO Note was secured by the escrow of 5 million shares of our common stock owned by GEM.  These shares were acquired by GEM prior to entering into the Subscription Agreement with us.  Upon receipt of the Partial Note Satisfaction, 2.5 million of such shares were released from escrow.

Pursuant to a Registration Rights Agreement, dated as of March 5, 2015 (the “Registration Rights Agreement”), we granted to GEM and Mr. Brown certain registration rights with respect to the 2.716 million PPO Shares that GEM acquired under the Subscription Agreement and the 2.31 million shares (the “Bridge Note Shares”) of our common stock that were issued upon the March 5, 2015 conversion of a Second Amended and Restated 10% Convertible Note of Tyme Inc., issued as of January 15, 2015, in the principal amount of $2.31 million and payable to Mr. Brown (the “Bridge Note”).  (In connection with the conversion of the Bridge Note, Mr. Brown assigned all of the Bridge Note Shares to GEM, an entity in which Mr. Brown acts as its Manager.)  Under the Registration Rights Agreement, we agreed that promptly, but no later than 90 days following the earlier of the (i) date on which the PPO Note has been fully satisfied and (ii) the PPO Note’s original maturity date (such earlier date, the “PPO Note Satisfaction Date”), we will file a registration statement with the SEC (the “Registration Statement”) covering, among other securities, the PPO Shares and Bridge Shares.  The Registration Rights Agreement further requires us to use commercially reasonable efforts to ensure that the Registration Statement is declared effective within 180 calendar days of its filing with the SEC.  If we are late in filing the Registration Statement or if the Registration Statement is not declared effective within 180 days of its filing with the SEC, liquidated damages payable by our Company to the holders of the PPO Shares and Bridge Note Shares that have not been so registered will commence to accrue at a rate equal to $0.01 per share with respect to Bridge Note Shares and $0.025 per share with respect to the PPO Shares for each full month that (i) we are late in filing the Registration Statement or (ii) the Registration Statement is late in being declared effective by the SEC; provided, however, that in no event shall the aggregate of any such liquidated damages exceed $0.08 per Bridge Note Share and $0.20 per PPO Share.

- 2 -