Exhibit 10.28


 


 


Notice of Award


 


	 	RESEARCH

    Department of Health and Human Services

    National Institutes of Health

     

    NATIONAL INSTITUTE ON AGING
	Federal Award Date: 08/28/2020	 
	 	 	 	 



 


Grant
Number: 3R01AG058660-03S2


FAIN:
R01AG058660


 


Principal
Investigator(s):


SUSAN
M CATALANO, PHD


 


Project
Title: A Randomized, Double-blind, Placebo-Controlled, Parallel-Group, Phase II Study to Evaluate the Safety and Efficacy of CT1812
in Subjects with Mild to Moderate Alzheimer's Disease


 


Dr.
Susan Catalano


Cognition
Therapeutics, Inc.


2403
Sidney Street


Suite
261


Pittsburgh,
PA 15302


 


Award
e-mailed to: scatalano@cogrx.com


 


Period
Of Performance:


Budget
Period: 09/01/2020 - 05/31/2021


Project
Period: 09/15/2018 - 05/31/2021


 


Dear
Business Official:


 


The
National Institutes of Health hereby awards a grant in the amount of $278,623 (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 R01AG058660. 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 contact the individual(s) referenced in Section IV.


 


Sincerely
yours,


 


Jessica
Perez


Grants
Management Officer

NATIONAL INSTITUTE ON AGING


 


Additional
information follows


 






    Page-2


     


    

 


SECTION
I - AWARD DATA - 3R01AG058660-03S2


 


Award Calculation (U.S. Dollars)


 


	Federal
                                            Direct Costs
 
	 	$	214,325	 
	Federal F&A Costs	 	$	64,298	 
	Approved Budget	 	$	278,623	 
	Total Amount of Federal Funds Obligated (Federal Share)	 	$	278,623	 
	TOTAL FEDERAL AWARD AMOUNT	 	$	278,623	 
	 	 	 	 	 
	AMOUNT OF THIS ACTION (FEDERAL SHARE)	 	$	278,623	 



 


	SUMMARY TOTAL FEDERAL AWARD AMOUNT YEAR ( 3 )	 
	GRANT NUMBER	 	 	TOTAL
                                            FEDERAL AWARD AMOUNT	 
	3R01AG058660-03S2	 	$	278,623	 
	5R01AG058660-03	 	$	5,774,586	 
	TOTAL	 	$	6,053,209	 




 





	SUMMARY TOTALS FOR ALL YEARS
	YR	 	 	 	THIS
                                            AWARD	 	 	 	CUMULATIVE
                                            TOTALS	 
	3	 	 	$	278,623	 	 	$	6,053,209	 



 


Fiscal Information:


	CFDA Name:	 	 	Aging
    Research	 
	CFDA Number:	 	 	93.866	 
	EIN:	 	 	1134365359A1	
	Document Number:	 	 	RAG058660A	 
	PMS Account Type:	 	 	P
                                            (Subaccount)	 
	Fiscal Year:	 	 	2020	 


 


	IC	 	 	CAN	 	 	2020	 
	AG	 	 	 	8033159	 	 	$	278,623	 



 


NIH Administrative Data:

PCC: 3CCCTLR / OC: 41023 / Released: PEREZJ 08/25/2020

Award Processed: 08/28/2020 12:18:20 AM


 


SECTION
II - PAYMENT/HOTLINE INFORMATION - 3R01AG058660-03S2


 


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 - 3R01AG058660-03S2


 


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.
		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.)


 






    Page-3


     


    

 


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 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) R01AG058660. 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 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.


 


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.


 






    Page-4


     


    

 


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.


 


Treatment of Program Income:


Additional Costs


 


SECTION
IV - AG Special Terms and Conditions - 3R01AG058660-03S2


 


Clinical Trial Indicator: No


This award does not support any NIH-defined
Clinical Trials. See the NIH Grants Policy Statement Section 1.2 for NIH definition of Clinical Trial.


 


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


 


Includes an administrative increase
of $278,623 in accordance with the e-Application submitted on 05/22/2020.


 






    Page-5


     


    

 


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: 3R01AG058660-03S2



INSTITUTION: COGNITION THERAPEUTICS, INC.


 


	Facilities and Administrative Costs	 	Year 3	 
	F&A Cost Rate 1	 	 	30	%
	F&A Cost Base 1	 	$	214,325	 
	F&A Costs 1	 	$	64,298	 



 






    Page-6