Exhibit 10.33


 


		Department of Health and Human Services

                         National Institutes of Health


NATIONAL
INSTITUTE ON AGING

	Notice of Award

  FAIN# R01AG071643

  Federal Award Date

  05/06/2021



 


	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
	 	ANTHONY O CAGGIANO, MD (Contact)
	 	Senior Vice President Of Research
    And Development
	 	acaggiano@cogrx.com
	 	914 497-6658
	 	 
	8. 	Authorized Official
	 	Dr. Susan Catalano.
	 	scatalano@cogrx.com
	 	412-481-2210
	 	 
	 	 
	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
	 	1R01AG071643-01
	 	 
	12.	Unique Federal Award Identification Number (FAIN)
	 	R01AG071643
	 	 
	13.	Statutory Authority
	 	42 USC 241 42 CFR 52
	 	 
	14.	Federal Award Project Title
	 	A Randomized, Double-Blind, Placebo-Controlled, Parallel-Group,
Phase 2 Study to Evaluate the Safety and Efficacy of CT1812 in Subjects with Dementia with Lewy Bodies
	 	 
	15.	Assistance Listing Number
	 	93.866
	 	 
	16.	Assistance Listing Program Title
	 	Aging Research
	 	 
	17.	Award Action Type
	 	New Competing
	 	 
	18.	Is the Award R&D?
	 	Yes



 


Summary
Federal Award Financial Information


	19.  Budget Period Start Date 05/15/2021 - End Date 04/30/2022	 	 	 	 
	20.  Total Amount of Federal Funds Obligated by this Action	 	$	10,764,669	 
	20 a. Direct Cost Amount	 	$	8,294,565	 
	20 b. Indirect Cost Amount	 	$	2,470,104	 
	21.  Authorized Carryover	 	$	0	 
	22.  Offset	 	$	0	 
	23.  Total Amount of Federal Funds Obligated this budget period	 	$	10,764,669	 
	24.  Total Approved Cost Sharing or Matching, where applicable	 	$	0	 
	25.  Total Federal and Non-Federal Approved this Budget Period	 	$	10,764,669	 
	26.  Project Period Start Date 05/15/2021 - End Date 04/30/2024	 	 	 	 
	27.  Total Amount of the Federal Award including Approved Cost  Sharing or Matching this Project Period	 	$	10,764,669	 




 


	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. 





 






     


     


    

 


 


SECTION
I - AWARD DATA - 1R01AG071643-01


 


Principal
Investigator(s):


ANTHONY O CAGGIANO (contact),
MD

James E Galvin, MD



Award e-mailed to: scatalano@cogrx.com


 


Dear Authorized Official:


 


The National Institutes of
Health hereby awards a grant in the amount of $10,764,669 (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 R01AG071643. 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 6


     


    

 


	Cumulative Award
    Calculations for this Budget Period (U.S. Dollars)	 	 	 	 
	Salaries and Wages	 	$	195,565	 
	Personnel Costs (Subtotal)	 	$	195,565	 
	Consultant Services	 	$	1,220,350	 
	Travel	 	$	308,600	 
	Other	 	$	6,109,550	 
	Subawards/Consortium/Contractual Costs	 	$	460,500	 




 


	Federal Direct Costs	 	$	8,294,565	 
	Federal F&A Costs	 	$	2,470,104	 
	Approved Budget	 	$	10,764,669	 
	Total Amount of Federal Funds Authorized (Federal Share)	 	$	10,764,669	 
	TOTAL FEDERAL AWARD AMOUNT	 	$	10,764,669	 
	AMOUNT OF THIS ACTION (FEDERAL SHARE)	 	$	10,764,669	 




 


	SUMMARY TOTALS FOR
    ALL YEARS (for this Document Number)	 
	YR	 	 	THIS AWARD	 	 	CUMULATIVE TOTALS	 
	1	 	 	$	10,764,669	 	 	$	10,764,669	 
	2	 	 	$	10,254,288	 	 	$	10,254,288	 
	3	 	 	$	8,479,107	 	 	$	8,479,107	 



 


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:	RAG071643A
	PMS Account Type:	P
    (Subaccount)
	Fiscal Year:	2021




 


	IC	 	 	CAN	 	 	2021	 	 	2022	 	 	2023	 
	AG	 	 	 	8033159	 	 	$	10,764,669	 	 	$	10,254,288	 	 	$	8,479,107	 



 


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 04/27/2021


Award Processed:
05/06/2021 12:12:57 AM


 


SECTION
II - PAYMENT/HOTLINE INFORMATION - 1R01AG071643-01


 


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


 






    Page 3 of 6


     


    

 


SECTION
III - STANDARD TERMS AND CONDITIONS - 1R01AG071643-01


 


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.)


 


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) R01AG071643. 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 6


     


    

 


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 - 1R01AG071643-01


 


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.


 


RESTRICTION:
The present award is being made without a currently valid certification of 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 pending the National
Institute on Aging's acceptance of the certification of IRB approval.


No
funds may be drawn down from the payment system and no obligations may be made against Federal funds for any research involving human
subjects prior to the National Institute on Aging's notification to the grantee that the identified issues have been resolved and this
restriction removed.


 


Failure
to respond within the 60-day period and/or to otherwise comply with the above requirements may result in suspension and/or termination
of this award, audit/or 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 obje ctives 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.


 


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.


 


This
provisional award is issued subject to the following condition:


Under
governing policy, Federal funds administered by the NIH may not be expended for research in a foreign entity (Sweden) pending further
administrative review. No funds may be drawn from the payment system for a foreign project pending acceptance of the clearance.


 


=================================


 


Sharing
of clinical trial data and bio-samples is expected at the time of publication of the primary results or within 9 months of database lock,
whichever comes first.


 






    Page 5 of 6


     


    

 


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.


 


This
award includes funds awarded for consortium activity with University of Miami, Miller School of Medicine in the amount of $460,500 ($300,000
direct costs + $160,500 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 is available at: http://grants.nih.gov/grants/policy/nihgps/HTML5/section
15/15 consortium_agreements.htm.


 


No
research involving human subjects may be conducted at any performance site until OHRP has approved a Federalwide Assurance (FWA) for
that site and the grantee has ensured that the research has received appropriate Institutional Review Board (IRB) approval.


 


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: 1R01AG071643-01


 


INSTITUTION:
COGNITION THERAPEUTICS, INC.


 


	Budget	 	Year 1	 	 	Year 2	 	 	Year 3	 
	Salaries and Wages	 	$	195,565	 	 	$	195,565	 	 	$	195,565	 
	Personnel Costs (Subtotal)	 	$	195,565	 	 	$	195,565	 	 	$	195,565	 
	Consultant Services	 	$	1,220,350	 	 	$	665,000	 	 	$	180,000	 
	Travel	 	$	308,600	 	 	$	17,500	 	 	$	10,000	 
	Other	 	$	6,109,550	 	 	$	6,570,500	 	 	$	5,715,250	 
	Subawards/Consortium/Contractual Costs	 	$	460,500	 	 	$	456,782	 	 	$	452,948	 
	TOTAL FEDERAL DC	 	$	8,294,565	 	 	$	7,905,347	 	 	$	6,553,763	 
	TOTAL FEDERAL F&A	 	$	2,470,104	 	 	$	2,348,941	 	 	$	1,925,344	 
	TOTAL COST	 	$	10,764,669	 	 	$	10,254,288	 	 	$	8,479,107	 



 


	Facilities and Administrative Costs	 	Year 1	 	 	Year 2	 	 	Year 3	 
	F&A Cost Rate 1	 	 	31.43	%	 	 	31.43	%	 	 	31.43	%
	F&A Cost Base 1	 	$	7,859,065	 	 	$	7,473,565	 	 	$	6,125,815	 
	F&A Costs 1	 	$	2,470,104	 	 	$	2,348,941	 	 	$	1,925,344	 



 






    Page 6 of 6