Exhibit 10.28


 


	 	Department of Health and Human Services

    National Institutes of Health
 NATIONAL
    INSTITUTE ON AGING	Notice of Award

                           FAIN# R01AG065248 

                           Federal Award Date 

                           02/03/2021










 


	Recipient Information	 
	1. Recipient Name	 
	    COGNITION THERAPEUTICS, INC.	 
	    2403 SIDNEY ST STE 261	 
	 	 
	    PITTSBURGH, PA 15203	 
	 	 
	2. Congressional District of Recipient	 
	    14	 
	 	 
	3. Payment System Identifier (ID)	 
	    1134365359A1	 
	 	 
	4. Employer Identification Number (EIN)	 
	    134365359	 
	 	 
	5. Data Universal Numbering System (DUNS)	 
	    808434612	 
	 	 
	6. Recipient's Unique Entity Identifier	 
	 	 
	7. Project Director or Principal Investigator	 
	    SUSAN M CATALANO, PHD (Contact)	 
	    President/founder	 
	    scatalano@cogrx.com	 
	     (412) 481-2210	 
	 	 
	8. Authorized Official	 
	    Dr. Susan Catalano Ph.D	 
	 	 
	Federal Agency Information	 
	9. Awarding Agency Contact Information	 
	    Jennifer Edwards	 
	 	 
	    NATIONAL INSTITUTE ON AGING

     edwardsj@mail.nih.gov	 
	 
	    301-827-6689	 
	 	 
	10. Program Official Contact Information 	 
	    Laurie M. Ryan	 
	    Health Scientist Administrator	 
	    NATIONAL INSTITUTE ON AGING	 
	    ryanl@nia.nih.gov	 
	    301.496.9350	 








 










Federal Award Information


	 	 
	11. Award Number	 
	     1R01AG065248-01	 
	 	 
	12. Unique Federal Award Identification Number (FAIN)	 
	     R01AG065248	 
	 	 
	13. Statutory Authority	 
	     42 USC 241 42 CFR 52	 
	 	 
	14. Federal Award Project Title	 
	     Randomized Double Blind, Placebo Controlled, Parallel Group Trial to Evaluate the	 
	     Safety and Efficacy of CT1812 in Early Alzheimer’s Disease over 18 Months	 
	 	 
	15. Assistance Listing Number	 
	     93.866	 
	 	 
	16. Assistance Listing Program Title	 
	     Aging Research	 
	 	 
	17. Award Action Type	 
	     New Competing (REVISED)	 
	 	 
	18. Is the Award R&D?	 
	     Yes	 
	 	 


 


	Summary Federal Award Financial Information
	19. Budget Period Start Date 06/01/2020 - End Date 05/31/2021
	20. Total Amount of Federal Funds Obligated by this Action	 	$	147,190	 
	20 a. Direct Cost Amount	 	$	0	 
	20 b. Indirect Cost Amount	 	$	147,190	 
	21. Authorized Carryover	 	$	0	 
	22. Offset	 	$	0	 
	23. Total Amount of Federal Funds Obligated this budget period	 	$	24,533,829	 
	24. Total Approved Cost Sharing or Matching, where applicable	 	$	0	 
	25. Total Federal and Non-Federal Approved this Budget Period	 	$	24,533,829	 
	 
	26. Project Period Start Date 06/01/2020 - End Date 05/31/2025
	27. Total Amount of the Federal Award including Approved Cost	 	$	24,533,829	 
	       Sharing or Matching this Project Period	 	 	 	 



 


	28. Authorized Treatment of Program Income	 
	     Additional Costs	 
	 	 
	29. Grants Management Officer - Signature	 
	     Robin Laney	 













 





30. Remarks


Acceptance of this award,
including the “Terms and Conditions,” is acknowledged by the recipient when funds are drawn down or otherwise requested from
the grant payment system.




 



    Page 1 of 7


     


    

 


Notice of Award


 


	 	
    RESEARCH

    Department of Health and Human Services

 National Institutes of Health

     

    NATIONAL INSTITUTE ON AGING
	 



 


SECTION I - AWARD DATA - 1R01AG065248-01
REVISED


 


Principal Investigator(s):

Paul S. Aisen, MD

SUSAN M CATALANO (contact),

PHD CHRISTOPHER H VAN DYCK, MD


 


Award e-mailed to: scatalano@cogrx.com


 


Dear Authorized Official:


 


The National Institutes of Health hereby revises this award to reflect
an increase in the amount of $147,190 (see “Award Calculation” in Section I and “Terms and Conditions” in Section
III) to COGNITION THERAPEUTICS, INC. in support of the above referenced project. This award is pursuant to the authority of 42 USC 241
42 CFR 52 and is subject to the requirements of this statute and regulation and of other referenced, incorporated or attached terms and
conditions.


 


Acceptance of this award, including the “Terms and Conditions,”
is acknowledged by the recipient when funds are drawn down or otherwise requested from the grant payment system.


 


Each publication, press release, or other document about research
supported by an NIH award must include an acknowledgment of NIH award support and a disclaimer such as “Research reported in this
publication was supported by the National Institute On Aging of the National Institutes of Health under Award Number R01AG065248. The
content is solely the responsibility of the authors and does not necessarily represent the official views of the National Institutes
of Health.” Prior to issuing a press release concerning the outcome of this research, please notify the NIH awarding IC in advance
to allow for coordination.


 


Award recipients must promote objectivity in research by establishing
standards that provide a reasonable expectation that the design, conduct and reporting of research funded under NIH awards will be free
from bias resulting from an Investigator’s Financial Conflict of Interest (FCOI), in accordance with the 2011 revised regulation
at 42 CFR Part 50 Subpart F. The Institution shall submit all FCOI reports to the NIH through the eRA Commons FCOI Module. The regulation
does not apply to Phase I Small Business Innovative Research (SBIR) and Small Business Technology Transfer (STTR) awards. Consult the
NIH website http://grants.nih.gov/grants/policy/coi/ for a link to the regulation and additional important information.


 


If you have any questions about this award, please direct questions
to the Federal Agency contacts.


 


Sincerely yours,


 


Robin Laney

Grants Management Officer

NATIONAL INSTITUTE ON AGING


 


Additional information follows


 






    Page 2 of 7


     


    

 


	Cumulative Award Calculations for this Budget Period (U.S. Dollars)
	Salaries and Wages	 	$	236,680	 
	Personnel Costs (Subtotal)	 	$	236,680	 
	Consultant Services	 	$	87,500	 
	Travel	 	$	20,000	 
	Other	 	$	9,898,865	 
	Subawards/Consortium/Contractual Costs	 	$	11,055,680	 
	 	 	 	 	 
	Federal Direct Costs	 	$	21,298,725	 
	Federal F&A Costs	 	$	3,235,104	 
	Approved Budget	 	$	24,533,829	 
	Total Amount of Federal Funds Authorized (Federal Share)	 	$	24,533,829	 
	TOTAL FEDERAL AWARD AMOUNT	 	$	24,533,829	 
	 	 	 	 	 
	AMOUNT OF THIS ACTION (FEDERAL SHARE)	 	$	147,190	 



 


	SUMMARY TOTALS FOR ALL YEARS (for
    this Document Number)	 
	YR	 	 	THIS AWARD	 	 	CUMULATIVE TOTALS	 
	1	 	 	$	24,533,829	 	 	$	24,533,829	 
	2	 	 	$	14,619,478	 	 	$	14,619,478	 
	3	 	 	$	13,127,747	 	 	$	13,127,747	 
	4	 	 	$	12,199,042	 	 	$	12,199,042	 
	5	 	 	$	16,494,670	 	 	$	16,494,670	 



 


Recommended future year total cost support, subject to the availability
of funds and satisfactory progress of the project


 


Fiscal Information:


	Payment System Identifier:	1134365359A1
	Document Number:	RAG65248A
	PMS Account Type:	P (Subaccount)
	Fiscal Year:	2020




 


	IC	 	 	CAN	 	 	2020	 	 	2021	 	 	2022	 	 	2023	 	 	2024	 
	AG	 	 	 	8033159	 	 	$	24,533,829	 	 	$	14,619,478	 	 	$	13,127,747	 	 	$	12,199,042	 	 	$	16,494,670	 




 


Recommended future year total cost support, subject to the availability
of funds and satisfactory progress of the project


 


NIH Administrative Data:

PCC: 3CCCTLR / OC: 41021 / Released: Laney, Robin 02/01/2021

Award Processed: 02/03/2021 12:01:18 AM


 


SECTION II - PAYMENT/HOTLINE INFORMATION
- 1R01AG065248-01 REVISED


 


For payment and HHS Office of Inspector General Hotline information,
see the NIH Home Page at http://grants.nih.gov/grants/policy/awardconditions.htm


 


SECTION III - STANDARD TERMS AND
CONDITIONS - 1R01AG065248-01 REVISED


 


This award is based on the application submitted to, and as approved
by, NIH on the above-titled project and is subject to the terms and conditions incorporated either directly or by reference in the following:


 


		a.	The grant program legislation and program regulation cited in this
                                            Notice of Award.



 






    Page 3 of 7


     


    

 


		b.	Conditions on activities and expenditure of funds in other statutory
                                            requirements, such as those included in appropriations acts.



		c.	45 CFR Part 75.



		d.	National Policy Requirements and all other requirements described in
                                            the NIH Grants Policy Statement, including addenda in effect as of the beginning date of
                                            the budget period.



		e.	Federal Award Performance Goals: As required by the periodic report
                                            in the RPPR or in the final progress report when applicable.



		f.	This award notice, INCLUDING THE TERMS AND CONDITIONS CITED BELOW.



 


(See NIH Home Page at http://grants.nih.gov/grants/policy/awardconditions.htm
for certain references cited above.)


 


Research and Development (R&D): All awards issued by the
National Institutes of Health (NIH) meet the definition of “Research and Development” at 45 CFR Part § 75.2. As
such, auditees should identify NIH awards as part of the R&D cluster on the Schedule of Expenditures of Federal Awards (SEFA). The
auditor should test NIH awards for compliance as instructed in Part V, Clusters of Programs. NIH recognizes that some awards may have
another classification for purposes of indirect costs. The auditor is not required to report the disconnect (i.e., the award is classified
as R&D for Federal Audit Requirement purposes but non-research for indirect cost rate purposes), unless the auditee is charging indirect
costs at a rate other than the rate(s) specified in the award document(s).


 


Carry over of an unobligated balance into the next budget period requires
Grants Management Officer prior approval.


 


This grant is excluded from Streamlined Noncompeting Award Procedures
(SNAP).


 


This award is subject to the requirements of 2 CFR Part 25 for
institutions to receive a Dun & Bradstreet Universal Numbering System (DUNS) number and maintain an active registration in the
System for Award Management (SAM). Should a consortium/subaward be issued under this award, a DUNS requirement must be included. See http://grants.nih.gov/grants/policy/awardconditions.htm
for the full NIH award term implementing this requirement and other additional information.


 


This award has been assigned the Federal Award Identification Number
(FAIN) R01AG065248. Recipients must document the assigned FAIN on each consortium/subaward issued under this award.


 


Based on the project period start date of this project, this award
is likely subject to the Transparency Act subaward and executive compensation reporting requirement of 2 CFR Part 170. There are conditions
that may exclude this award; see http://grants.nih.gov/grants/policy/awardconditions.htm for additional award applicability information.


 


In accordance with P.L. 110-161, compliance with the NIH Public Access
Policy is now mandatory. For more information, see NOT-OD-08-033 and the Public Access website: http://publicaccess.nih.gov/.


 


This award provides support for one or more clinical trials. By law
(Title VIII, Section 801 of Public Law 110-85), the “responsible party” must register “applicable clinical trials”
on the ClinicalTrials.gov Protocol Registration System Information Website. NIH encourages registration of all trials whether
required under the law or not. For more information, see http://grants.nih.gov/ClinicalTrials fdaaa/.


 






    Page 4 of 7


     


    

 


In accordance with the regulatory requirements provided at 45 CFR
75.113 and Appendix XII to 45 CFR Part 75, recipients that have currently active Federal grants, cooperative agreements, and procurement
contracts with cumulative total value greater than $10,000,000 must report and maintain information in the System for Award Management
(SAM) about civil, criminal, and administrative proceedings in connection with the award or performance of a Federal award that reached
final disposition within the most recent five-year period. The recipient must also make semiannual disclosures regarding such proceedings.
Proceedings information will be made publicly available in the designated integrity and performance system (currently the Federal Awardee
Performance and Integrity Information System (FAPIIS)). Full reporting requirements and procedures are found in Appendix XII to 45 CFR
Part 75. This term does not apply to NIH fellowships.


 


Treatment of Program Income:

Additional Costs


 


SECTION IV - AG SPECIFIC AWARD CONDITIONS
- 1R01AG065248-01 REVISED


 


Clinical Trial Indicator: Yes


 


This award supports one or more NIH-defined Clinical Trials. See the
NIH Grants Policy Statement Section 1.2 for NIH definition of Clinical Trial.


 


This revised award includes an increase of $147,190 in facilities
and administrative costs due to Cognition Therapeutics, Inc’s negotiated rate agreement dated 11/06/2020.


 


This revised award removes the restriction regarding facilities and
administrative costs ($2,058,609).


 


Supersedes Notice of Award issued 01/12/2021. Previous terms and
conditions apply:


 


This award is revised to change the title in accordance with the grantee’s
request dated 12/03/2020.


 


Supersedes Notice of Award issued 08/14/2020. Previous terms and
conditions apply:


 


This revised award corrects the carryover designation: Carryover of
an unobligated balance into the next budget period requires Grants Management Officer prior approval.


 


Supersedes Notice of Award issued 05/29/2020. Previous terms and
conditions apply:


 


RESTRICTION: The present award is being made without
a currently valid certification of Institutional Review Board (IRB) approval for this project with the following restriction: Only activities
that are clearly severable and independent from activities that involve human subjects may be conducted under this award until the project
has received IRB approval consistent with 45 CFR Part 46 and certification of IRB approval has been submitted to and accepted by the
NIH awarding component.


 


No funds may be drawn down from the payment system and no obligations
may be made against Federal funds for research involving human subjects by the grantee or any other site engaged in such research for
any period not covered by an OHRP-approved Assurance and IRB approval consistent with 45 CFR Part 46.


 


Failure to comply with the above requirements may result in suspension
and/or termination of this award, withholding of support, audit disallowances, and/or other appropriate action.


 


See the NIH Grants Policy Statement, Chapter 4.1.15 Human Subjects
Protections (http://grants.nih.gov/grants/policy/nihgps/HTML5/section 4/4 public policy requirements objectives and other appropriation
mandates.htm), for specific requirements related to the protection of human subjects, which are applicable to and a term and condition
of this award.


 


Funding for this award has been provided by Alzheimer’s Disease
Initiative funds. Funding for this award has been provided by Alzheimer’s Disease Initiative funds.


 


In keeping with NOT-OD-06-054 (http://grants.nih.gov/grants/guide/notice-files/NOT-OD-06-
054.html), as this grant has multiple Principal Investigators (PIs), although the signatures of the PIs are not required on prior
approval requests submitted to the agency, the grantee institution must secure and retain the signatures of all of the PIs within their
own internal processes.


 






    Page 5 of 7


     


    

 


None of the funds in this award shall be used to pay the salary of
an individual at a rate in excess of the current salary cap. Therefore, this award and/or future years are adjusted accordingly, if applicable.
Current salary cap levels can be found at the following URL: http://grants.nih.gov/grants/policy/salcap summary.htm


 


This award includes funds awarded for consortium activity with the
University of Southern California in the amount of $10,993,514 ($9,379,176 direct costs + $1,614,338 facilities and administrative
costs) and Yale University in the amount of $62,166 ($37,114 direct costs + $25,052 facilities and administrative costs). Consortiums
are to be established and administered as described in the NIH Grants Policy Statement (NIH GPS). The referenced section of the NIH Grants
Policy Statement, 2017 is available at: http://grants.nih.gov/grants/policy/nihgps/HTML5/section 15/15 consortium_agreements.htm.


 


Recruitment of participants cannot be initiated until the NIA program
staff, IRB, and the DSMB have approved the protocol and data and safety monitoring plan.


 


Per the FOA, sharing of clinical trial data and biosamples will be
done through the Alzheimer’s Clinical Trials Consortium (ACTC) and is expected to adhere to the following timelines: a) pivotal
trials: follow Collaboration for Alzheimer’s Prevention (CAP) data and biosamples sharing principles to make screening/pre-randomization
baseline data available within 12 months of enrollment completion; post-randomization data and biosamples should be made available as
soon as possible without compromising trial integrity, i.e., after regulatory approval or trial completion/termination or 18 months whichever
comes first; b) other trials and studies: sharing of data and biosamples is expected to at the time of publication of the primary results
or within 9 months of database lock, whichever comes first.


 


ClinicalTrials.gov is a federal registry and results database
of publicly and privately supported clinical studies of human participants conducted around the world. In September 2016, NIH issued
a final policy to promote broad and responsible dissemination of information from NIH-funded clinical trials through ClinicalTrials.gov.
Under this policy, every clinical trial funded in whole or in part by NIH is expected to be registered on ClinicalTrials.gov and have
summary results information submitted and posted in a timely manner, whether subject to FDAAA 801 or not.


 


Public Policy Requirements and Objectives:

https://grants.nih.gov/grants/policy/nihgps/HTML5/section 4/4.1 public policy requirements and objectives.htm?Highlight=clinical


 


SPREADSHEET SUMMARY

AWARD NUMBER: 1R01AG065248-01 REVISED


 


INSTITUTION: COGNITION THERAPEUTICS, INC.


 


	Budget	 	Year 1	 	 	Year 2	 	 	Year 3	 	 	Year 4	 	 	Year 5	 
	Salaries and Wages	 	$	236,680	 	 	$	286,680	 	 	$	306,680	 	 	$	306,680	 	 	$	306,680	 
	Personnel Costs (Subtotal)	 	$	236,680	 	 	$	286,680	 	 	$	306,680	 	 	$	306,680	 	 	$	306,680	 
	Consultant Services	 	$	87,500	 	 	$	67,500	 	 	$	67,500	 	 	$	67,500	 	 	$	87,500	 
	Travel	 	$	20,000	 	 	$	25,000	 	 	$	25,000	 	 	$	25,000	 	 	$	25,000	 
	Other	 	$	9,898,865	 	 	$	3,413,603	 	 	$	2,258,603	 	 	$	1,498,603	 	 	$	4,801,353	 
	Subawards/Consortium/C ontractual Costs	 	$	11,055,680	 	 	$	9,618,908	 	 	$	9,618,908	 	 	$	9,689,071	 	 	$	9,617,608	 
	TOTAL FEDERAL DC	 	$	21,298,725	 	 	$	13,411,691	 	 	$	12,276,691	 	 	$	11,586,854	 	 	$	14,838,141	 
	TOTAL FEDERAL F&A	 	$	3,235,104	 	 	$	1,207,787	 	 	$	851,056	 	 	$	612,188	 	 	$	1,656,529	 
	TOTAL COST	 	$	24,533,829	 	 	$	14,619,478	 	 	$	13,127,747	 	 	$	12,199,042	 	 	$	16,494,670	 





 






    Page 6 of 7


     


    

 


	Facilities and 
Administrative Costs	 	Year 1	 	 	Year 2	 	 	Year 3	 	 	Year 4	 	 	Year 5	 
	F&A Cost Rate 1	 	 	31.43	%	 	 	31.43	%	 	 	31.43	%	 	 	31.43	%	 	 	31.43	%
	F&A Cost Base 1	 	$	10,293,045	 	 	$	3,842,783	 	 	$	2,707,783	 	 	$	1,947,783	 	 	$	5,270,533	 
	F&A Costs 1	 	$	3,235,104	 	 	$	1,207,787	 	 	$	851,056	 	 	$	612,188	 	 	$	1,656,529	 



 






    Page 7 of 7