Exhibit 10.27


 





Notice of Award


 


	 	Multi-Year Funded Research Project Grant

Department of Health and Human Services

National Institutes of Health	Federal Award Date: 09/18/2020	 



 






NATIONAL INSTITUTE ON AGING 


 


	Grant Number:	3RF1AG057553-01S2 REVISED
	FAIN:	 RF1AG057553




 


Principal Investigator(s):

SUSAN M CATALANO, PHD


 


Project Title: A Pilot Synaptic Vesicle Glycoprotein 2A (SV2A)
PET Study to Evaluate the Effect of CT1812 Treatment on Synaptic Density in Subjects with Mild to Moderate Alzheimer’s Disease


 


Dr. Catalano, Susan, Ph.D

Chief Science Officer

2403 Sidney Street Suite 261

Pittsburgh, PA 152035118


 


Award e-mailed to: scatalano@cogrx.com


 


Period Of Performance:

Budget Period: 09/11/2020 - 06/30/2021

Project Period: 09/01/2020 - 06/30/2021


 


Dear Business Official:


 


The National Institutes of Health hereby revises this award (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 grantee when funds are drawn down or otherwise obtained 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 RF1AG057553. 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.


 









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If you have any questions about this award, please contact the individual(s)
referenced in Section IV.


 


Sincerely yours,


 


Robin Laney

Grants Management Officer

NATIONAL INSTITUTE ON AGING


 


Additional information follows


 






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SECTION I - AWARD DATA - 3RF1AG057553-01S2
REVISED


 


	Award Calculation (U.S. Dollars)	 	 	 
	Salaries and Wages	 	$	130,601	 
	Personnel Costs (Subtotal)	 	$	130,601	 
	Consultant Services	 	$	119,000	 



 


	Federal Direct Costs	 	$	249,601	 
	Federal F&A Costs	 	$	74,880	 
	Approved Budget	 	$	324,481	 
	Total Amount of Federal Funds Obligated (Federal Share) TOTAL	 	$	324,481	 
	FEDERAL AWARD AMOUNT	 	$	324,481	 
	 	 	 	 	 
	AMOUNT OF THIS ACTION (FEDERAL SHARE)	 	$	0	 



 


	SUMMARY TOTAL FEDERAL AWARD AMOUNT YEAR ( 1 )
	 
	GRANT NUMBER	 	 	TOTAL FEDERAL AWARD AMOUNT	 
	3RF1AG057553-01S2	 	$	324,481	 
	1RF1AG057553-01	 	$	4,130,741	 
	3RF1AG057553-01S1	 	$	340,552	 
	TOTAL	 	$	4,795,774	 



 


	SUMMARY TOTALS FOR ALL YEARS
	 
	YR	 	 	THIS AWARD	 	 	 	CUMULATIVE TOTALS	 
	1	 	$	324,481	 	 	$	4,795,774	 



 


Fiscal Information:


	CFDA Name:	Aging Research
	CFDA Number:	93.866
	EIN:	1134365359A1
	Document Number:	RAG057553A
	PMS Account Type:	P (Subaccount)
	Fiscal Year:	2020




 


	IC	 	CAN	 	 	2020	 
	AG	 	 	8034655	 	 	$	324,481	 



 


NIH Administrative Data:

PCC: 3CCCTLR / OC: 41023 / Released: LANEYR 09/17/2020

Award Processed: 09/18/2020 12:02:17 AM


 


SECTION II - PAYMENT/HOTLINE INFORMATION
- 3RF1AG057553-01S2 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 - TERMS AND CONDITIONS
- 3RF1AG057553-01S2 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.



 






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		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).


 


An unobligated balance may be carried over into the next budget period
without 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) RF1AG057553. 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/.


 


This award represents the final year of the competitive segment for
this grant. See the NIH Grants Policy Statement Section 8.6 Closeout for complete closeout requirements at: http://grants.nih.gov/grants/policy/policy.htm#gps.


 


A final expenditure Federal Financial Report (FFR) (SF 425) must
be submitted through the eRA Commons (Commons) within 120 days of the period of performance end date; see the NIH Grants Policy
Statement Section 8.6.1 Financial Reports, http://grants.nih.gov/grants/policy/policy.htm#gps,
for additional information on this submission requirement. The final FFR must indicate the exact balance of unobligated funds and
may not reflect any unliquidated obligations. There must be no discrepancies between the final FFR expenditure data and the Payment
Management System’s (PMS) quarterly cash transaction data. A final quarterly federal cash transaction report is not required
for awards in PMS B subaccounts (i.e., awards to foreign entities and to Federal agencies). NIH will close the awards using the last
recorded cash drawdown level in PMS for awards that do not require a final FFR on expenditures or quarterly federal cash transaction
reporting. It is important to note that for financial closeout, if a grantee fails to submit a required final expenditure FFR, NIH
will close the grant using the last recorded cash drawdown level. If the grantee submits a final expenditure FFR but does not
reconcile any discrepancies between expenditures reported on the final expenditure FFR and the last cash report to PMS, NIH will
close the award at the lower amount. This could be considered a debt or result in disallowed costs.


 






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A Final Invention Statement and Certification form (HHS 568), (not
applicable to training, construction, conference or cancer education grants) must be submitted within 120 days of the expiration date.
The HHS 568 form may be downloaded at: http://grants.nih.gov/grants/forms.htm.


 


This paragraph does not apply to Training grants, Fellowships, and
certain other programs—i.e., activity codes C06, D42, D43, D71, DP7, G07, G08, G11, K12, K16, K30, P09, P40, P41, P51, R13, R25,
R28, R30, R90, RL5, RL9, S10, S14, S15, U13, U14, U41, U42, U45, UC6, UC7, UR2, X01, X02.


 


Unless an application for competitive renewal is submitted, a Final
Research Performance Progress Report (Final RPPR) must also be submitted within 120 days of the period of performance end date. If a
competitive renewal application is submitted prior to that date, then an Interim RPPR must be submitted by that date as well. Instructions
for preparing an Interim or Final RPPR are at: https://grants.nih.gov/grants/rppr/rppr instruction guide.pdf.
Any other specific requirements set forth in the terms and conditions of the award must also be addressed in the Interim or Final RPPR.
Note that data reported within Section I of the Interim and Final RPPR forms will be made public and should be written for a lay person
audience.


 


NIH strongly encourages electronic submission of the final invention
statement through the Closeout feature in the Commons, but will accept an email or hard copy submission as indicated below.


 


Email: The final invention statement may be e-mailed as PDF attachments
to: NIHCloseoutCenter@,mail.nih.gov.


 


Hard copy: Paper submissions of the final invention statement may be
faxed to the NIH Division of Central Grants Processing, Grants Closeout Center, at 301-480-2304, or mailed to:


 


National Institutes of Health

Office of Extramural Research

Division of Central Grants Processing

Grants Closeout Center

6705 Rockledge Drive

Suite 5016, MSC 7986

Bethesda, MD 20892-7986 (for regular or U.S. Postal Service Express mail)

Bethesda, MD 20817 (for other courier/express deliveries only)


 


NOTE: If this is the final year of a competitive segment due to the
transfer of the grant to another institution, then a Final RPPR is not required. However, a final expenditure FFR is required and should
be submitted electronically as noted above. If not already submitted, the Final Invention Statement is required and should be sent directly
to the assigned Grants Management Specialist.


 


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.


 






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Treatment of Program Income:

Additional Costs


 


SECTION IV - AG Special Terms and Conditions
- 3RF1AG057553-01S2 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.


 


REVISION: The sole purpose of this revision is to remove the
Yale consortia term from the NGA dated 9/8/2020.


 


Supersedes Notice of Award issued 9/8/2020. Previous terms and conditions
apply:


 


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


 


Includes an administrative increase of $324,481 for AD funds ‘to
address increased trial costs related to treatment phase extension and delay in enrollment as a result of contract issues’ in accordance
with the letter of 1/7/2020 from Dr. Laurie Ryan.


 


STAFF CONTACTS


 


The Grants Management Specialist is responsible for the negotiation,
award and administration of this project and for interpretation of Grants Administration policies and provisions. The Program Official
is responsible for the scientific, programmatic and technical aspects of this project. These individuals work together in overall project
administration. Prior approval requests (signed by an Authorized Organizational Representative) should be submitted in writing to the
Grants Management Specialist. Requests may be made via e-mail.


 


Grants Management Specialist: Jennifer Edwards

Email: edwardsj@mail.nih.gov Phone: 301-827-6689


 


Program Official: Laurie M. Ryan


Email: ryanl@nia.nih.gov Phone: 301.496.9350 Fax: 301-496-1494


 


SPREADSHEET SUMMARY

GRANT NUMBER: 3RF1AG057553-01S2 REVISED


 


INSTITUTION: COGNITION THERAPEUTICS, INC.


 


	Budget	 	Year 1	 
	Salaries and Wages	 	$	130,601	 
	Personnel Costs (Subtotal)	 	$	130,601	 
	Consultant Services	 	$	119,000	 
	TOTAL FEDERAL DC	 	$	249,601	 
	TOTAL FEDERAL F&A	 	$	74,880	 
	TOTAL COST	 	$	324,481	 



 


	Facilities and Administrative Costs	 	Year 1	 
	F&A Cost Rate 1	 	 	30	%
	F&A Cost Base 1	 	$	249,601	 
	F&A Costs 1	 	$	74,880	 



 






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