Exhibit 10.23


 





Notice of Award


	 	
    Multi-Year Funded Research Project Grant

    Department of Health and Human Services

    National Institutes of Health
	Federal Award Date: 04/18/2018	 
	 	NATIONAL INSTITUTE ON AGING	 	 



 


Grant Number:
1RF1AG057780-01 REVISED


FAIN: RF1AG057780


 


Principal Investigator(s):

SUSAN M CATALANO, PHD


 


Project Title: A Pilot CSF Catheter Study to Evaluate the Effect
of CT1812 Treatment on Aβ Oligomer Clearance into CSF in Subjects with Mild to Moderate Alzheimer’s
Disease


 


Hank Safferstein


Chief Science Officer

2403 Sidney Street

Suite 261


Pittsburgh, PA 152035118


 


Award e-mailed to: scatalano@cogrx.com


 


Period Of Performance:


Budget Period: 09/30/2017 - 06/30/2019


Project Period: 09/30/2017 - 06/30/2019


 


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 RF1AG057780. 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.


 






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Sincerely yours,


 





Robin Laney


Grants Management
Officer

NATIONAL INSTITUTE ON AGING


 


Additional information
follows





 






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SECTION
I - AWARD DATA - 1RF1AG057780-01 REVISED


 


	Award Calculation (U.S. Dollars) Salaries
    and Wages	 	$	132,000	 
	Personnel Costs (Subtotal)	 	$	132,000	 
	Consultant Services	 	$	90,000	 
	Materials & Supplies	 	$	15,000	 
	Other	 	$	937,000	 
	Subawards/Consortium/Contractual Costs	 	$	1,230,871	 





 


	Federal Direct Costs	 	$	2,404,871	 
	Federal F&A Costs	 	$	122,400	 
	Approved Budget	 	$	2,527,271	 
	Total Amount of Federal Funds Obligated (Federal
    Share)	 	$	2,527,271	 
	TOTAL FEDERAL AWARD AMOUNT	 	$	2,527,271	 
	AMOUNT OF THIS ACTION (FEDERAL SHARE)	 	$	0	 




 





	SUMMARY TOTALS FOR ALL YEARS
	 
	YR	 	 	THIS
                                            AWARD	 	 	 	CUMULATIVE
                                            TOTALS	 
	1	 	$	2,527,271	 	 	$	2,527,271	 



 


	Fiscal Information:	
	CFDA Name:	Aging Research
	CFDA Number:	93.866 1134365359A1
	EIN:	RAG057780A
	Document Number:	P (Subaccount) 2017
	PMS Account Type:	 
	Fiscal Year:	 




 





	IC	 	CAN	 	 	2017	 
	AG	 	 	8013663	 	 	$	2,527,271	 





 


NIH Administrative
Data:


PCC:
3CCCTLR / OC: 414A / Released: LANEYR 04/17/2018

Award Processed: 04/18/2018 12:00:48 AM


 


SECTION II - PAYMENT/HOTLINE INFORMATION
- 1RF1AG057780-01 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 - TERMS AND CONDITIONS - 1RF1AG057780-01 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.
		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.)


 






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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).


 


MULTI-YEAR FUNDED AWARD: This
is a multi-year funded award. A progress report is due annually on or before the anniversary of the budget/project period start date
of the award, in accord with the instructions posted at: http://grants.nih.gov/grants/policy/myf.htm.


 


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) RF1AG057780. 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.


 






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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.


 


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 - 1RF1AG057780-01 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.


 


REVISION: This revised award
reflects the Office for Human Research Protections' (OHRP) approval of Assurance(s) of Compliance with 45 CFR 46 the grantee organization.


 


This revised award reflects the
NIH awarding component's acceptance of the certification of Institutional Review Board (IRB) approval for the grantee organization
and releases the restriction on the Notice of Award issued on 9/16/2017. Accordingly, the special condition prohibiting research
involving human subjects is removed, effective as of the date of IRB approval.


 


Supersedes Notice of Award issued
9/16/2017. Previous terms and conditions apply:


 


The progress report for this multi-year
funded (MYF) award is due annually on or before the anniversary of the budget/project period start date of the award and must be submitted
via the eRA Commons. Additional information on submission requirements and directions can be found at: http://grants.nih.gov/grants/policy/myf.htm.


 


Funds for this award expire on the
last day of the 5th Fiscal Year of the Initial Award (06/30/2022).


 


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


 


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


 


This award includes funds for
twelve months of support. The competing budget period is awarded for less than 12 months. Continuation awards will cycle each year
on 4/1. The Research Performance Progress Report (RPPR) is due 45 days prior to this date.


 


This award includes funds awarded for
consortium activity with the University of Pennsylvania in the amount of $288,525 ($179,208 direct costs + $109,317 facilities
and administrative costs) Washington University in the amount of $326,165 ($217,321 direct costs + $108,844 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, 2015 is available at: http://grants.nih.gov/grants/policy/nihgps/HTML5/section 15/15 consortium
agreements.htm.


 


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.


 






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Grants Management Specialist:
Jessica Perez


Email: perezj@nia.nih.gov Phone:
301 496-1472 Fax: 301 402-3672


 


Program Official: Laurie M.
Ryan


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


 


SPREADSHEET SUMMARY


GRANT NUMBER: 1RF1AG057780-01
REVISED

INSTITUTION: COGNITION THERAPEUTICS, INC.


 


	Budget	 	Year 1	 
	Salaries and Wages	 	$	132,000	 
	Personnel Costs (Subtotal)	 	$	132,000	 
	Consultant Services	 	$	90,000	 
	Materials & Supplies	 	$	15,000	 
	Other	 	$	937,000	 
	Subawards/Consortium/Contractual Costs	 	$	1,230,871	 
	TOTAL FEDERAL DC	 	$	2,404,871	 
	TOTAL FEDERAL F&A	 	$	122,400	 
	TOTAL COST	 	$	2,527,271	 



 


	Facilities and Administrative Costs	 	Year 1	 
	F&A Cost Rate 1	 	 	10	%
	F&A Cost Base 1	 	$	1,067,550	 
	F&A Costs 1	 	$	106,755	 
	F&A Cost Rate 2	 	 	10	%
	F&A Cost Base 2	 	$	156,450	 
	F&A Costs 2	 	$	15,645	 



 



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