Exhibit 10.32


 


		Department of Health and Human Services

National Institutes of Health

NATIONAL INSTITUTE ON AGING	Notice of Award

FAIN# SB1AG073028

Federal Award Date

04/30/2021


 


	Recipient Information	 	Federal Award Information
	1. Recipient Name	 
	    COGNITION THERAPEUTICS, INC.	 	 
	    2403 SIDNEY ST STE 261	 	11. Award Number
	 	 	     1SB1AG073028-01A1
	    PITTSBURGH, PA 15203	 	 
	 	 	12. Unique Federal Award Identification Number (FAIN)
	2. Congressional District of Recipient	 	     SB1AG073028
	    14	 	 
	 	 	13. Statutory Authority
	3. Payment System Identifier (ID)	 	     P.L. 112-81 Section 5123 42 CFR PART 52
	    1134365359A1	 	 
	 	 	14. Federal Award Project Title
	4. Employer Identification Number (EIN)

    134365359	 	     Human
    AME study of CT1812, a small molecule in phase 2 clinical trials for the treatment of Alzheimer's disease
	 	 	 
	5. Data Universal Numbering System (DUNS)	 	15. Assistance Listing Number
	    808434612	 	     93.866
	 	 	 
	6. Recipient's Unique Entity Identifier	 	16. Assistance Listing Program Title
	 	 	     Aging Research
	 	 	 
	7. Project Director or Principal Investigator	 	17. Award Action Type
	    ANTHONY O CAGGIANO, MD	 	     New Competing 
	    Senior Vice President Of Research And	 	 
	    Development	 	18. Is the Award R&D?
	     acaggiano@cogrx.com	 	     Yes
	     914 497-6658	 	 
	 	 	Summary Federal Award Financial Information
	8. Authorized Official	 	19. Budget Period Start Date 05/01/2021 – End Date 04/30/2022
	    Dr. Susan Catalano	 	20. Total Amount of Federal Funds Obligated by this Action	$1,642,783
	    scatalano@cogrx.com	 	20 a. Direct Cost Amount	$1,168,159
	    412-481-2210	 	20 b. Indirect Cost Amount	$367,152
	 	 	21. Authorized Carryover	$0
	 	 	22. Offset	$0
	Federal Agency Information	 	23. Total Amount of Federal Funds Obligated this budget period	$1,642,783
	9. Awarding Agency Contact Information	 	24. Total Approved Cost Sharing or Matching, where applicable	$0
	    Jennifer Edwards	 	25. Total Federal and Non-Federal Approved this Budget Period	$1,642,783
	 	 	---------------------------------------------------------------------------------------------------
	    NATIONAL INSTITUTE ON AGING	 	26. Project Period Start Date 05/01/2021 – End Date 04/30/2022
	    edwardsj@mail.nih.gov

     301-827-6689	 	27. Total Amount of the Federal Award including Approved Cost Sharing or Matching this Project Period	$2,002,902
	10. Program Official Contact Information	 	 	 
	    Laurie M. Ryan	 	28. Authorized Treatment of Program Income	 
	    Health Scientist Administrator	 	     Additional Costs	 
	    NATIONAL INSTITUTE ON AGING	 	 	 
	    ryanl@nia.nih.gov	 	29. Grants Management Officer - Signature	 
	    301.496.9350	 	     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.



 






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    Notice of Award

     

    Commercialization Readiness Program

    Department of Health and Human Services

    National Institutes of Health

     

    NATIONAL INSTITUTE ON AGING
	


 


	 	SECTION I – AWARD DATA – 1SB1AG073028-01A1




 


Principal Investigator(s):

ANTHONY O CAGGIANO, MD


 


Award e-mailed to: scatalano@cogrx.com


 


Dear Authorized Official:


 


The National Institutes of Health hereby awards a grant in the amount
of $1,642,783 (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 P.L. 112-81 Section 5123 42 CFR PART 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 SB1AG073028. 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


 






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Additional information follows


 


Cumulative Award Calculations for this Budget Period (U.S. Dollars)


 


	Salaries and Wages	 	$	78,920	 
	Personnel Costs (Subtotal)	 	$	78,920	 
	Consultant Services	 	$	28,000	 
	Travel	 	$	4,500	 
	Other	 	$	1,056,739	 
	 	 	 	 	 
	 	 	 	 	 
	Federal Direct Costs	 	$	1,168,159	 
	Federal F&A Costs	 	$	367,152	 
	Approved Budget	 	$	1,535,311	 
	Fee	 	$	107,472	 
	Total Amount of Federal Funds Authorized (Federal Share)	 	$	1,642,783	 
	TOTAL FEDERAL AWARD AMOUNT	 	$	1,642,783	 
	 	 	 	 	 
	AMOUNT OF THIS ACTION (FEDERAL SHARE)	 	$	1,642,783	 




 


	SUMMARY TOTALS FOR ALL YEARS (for this Document Number)
	YR	THIS AWARD	CUMULATIVE TOTALS
	1	$1,642,783	$1,642,783


 


Fiscal Information:


 


	Payment System Identifier:	1134365359 A1
	Document Number:	SAG073028A
	PMS Account Type:	P (Subaccount)
	Fiscal Year:	2021




 


	IC	CAN	2021
	AG	8033287	$1,642,783


 


NIH Administrative Data:

PCC: 3CCCTLR / OC: 41030 / Released: Laney, Robin 04/21/2021

Award Processed: 04/30/2021 12:14:14 AM


 


	 	SECTION II – PAYMENT/HOTLINE INFORMATION – 1SB1AG073028-01A1




 


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 – 1SB1AG073028-01A1




 


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).


 


This award is subject to the life cycle certification requirements
set forth in Section 18.5.5.4 of the NIH Grants Policy Statement and NOT-OD-19-025. Effective January 1, 2019, Awardees are required
to submit this certification within the I-RPPR and the F-RPPR under Section G.1: Special Notice of Award and Funding Opportunity Announcement
Reporting Requirements and maintain it on file in accordance with the records and retention policy in Section 8.4.2 of the NIH Grants
Policy Statement.


 


A certification is required at the following times:


 


· For SBIR/STTR
Phase I Awardees: At the time of receiving final payment or disbursement from the Payment Management System.


 


· For
SBIR/STTR Phase II Awardees: Prior to receiving more than 50% of the total award amount and prior to final payment or disbursement from
the Payment Management System.


 


If the grantee cannot complete this certification or cannot
ensure compliance with the certification process, it should notify the GMO immediately. If resolution cannot be reached, the GMO will
void or terminate the grant, as appropriate.


 


The certification form is available in fillable format
at: http://grants.nih.gov/grants/forms.htm#sbir. Carry over of an unobligated balance into the next budget period requires 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) SB1AG073028. 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.


 






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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.


 


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 SPECIFIC AWARD CONDITIONS – 1SB1AG073028-01A1




 


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 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.


 


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


 


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


 


Intellectual property rights: Normally, the awardee(s)
organization retains the principal worldwide patent rights to any invention developed with United States Government support. Under
Title 37 Code of Federal Regulations Part 401, the Government receives a royalty-free license for its use, reserves the right to
require the patent holder to license others in certain circumstances, and requires that anyone exclusively licensed to sell the
invention in the United States must normally manufacture it substantially in the United States.


 






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Rights and obligations related to inventions created or
reduced to practice as a result of this award are detailed in 35 U.S.C. 205 and 37 CFR Part 401. These inventions must be reported to
the Extramural Invention Reporting and Technology Resources Branch, OPERA, NIH, 6701 Rockledge Drive, MSC 7750, Bethesda, MD 20892-7750,
(301) 435-1986. For additional information, access the NIH link on the Interagency Edison web site (www.iedison.gov) which includes
an electronic invention reporting system, reference information and the text to 37 CFR 401.


 


To the extent authorized by 35 U.S.C., Section 205, the
Government will not make public any information disclosing an NIH-supported invention for a 4-year period to allow the awardee organization
a reasonable time to file a patent application, nor will the Government release any information that is part of that patent application.


 


The fee provided as part of this Notice of Grant Award is
in addition to direct and facilities and administrative costs. The fee is to be drawn down from the DHHS Payment Management System in
increments proportionate to the drawdown of costs.


 


Allowable costs conducted by for-profit organizations will
be determined by applying the cost principles of Contracts with Commercial Organizations set forth in 48 CFR, Subpart 31.2.


 


The format for the Final Report is as follows:


 


1.       State the beginning
and ending dates for the period covered by the SBIR/STTR Phase I/Phase II grant.


 


2.       List all key
personnel who have worked on the project during that period, their titles, dates of service, and number of hours devoted to the project.


 


3.       Summarize the
specific aims of the Phase I grant.


 


4.       Provide a succinct
account of published and unpublished results, indicating progress toward their achievement. Summarize the importance of the findings.
Discuss any changes in the specific aims since the project was initiated. Include the Inclusion Enrollment Report with the final enrollment
data for clinical research (MS Word or PDF).


 


5.       List titles and
complete references to publications, and manuscripts accepted for publication, if any, that resulted from the project’s effort.
Submit five copies of such items, except patent and invention reports, as an Appendix.


 


6.       List patents,
copyrights, trademarks, invention reports and other printed materials, if any, that resulted from the project or describe patent status,
trade secrets or other demonstration of IP protection.


 


7.       Describe the
technology developed from this SBIR/STTR, its intended use and who will use it.


 


8.       Describe the
current status of the product (e.g., under development, commercialized, in use, discontinued).


 


9.       If applicable,
describe the status of FDA approval for your product, process, or service (e.g., continuing pre-IND studies, filed an IND, in Phase I
(or II or III) clinical trials, applied for approval, review ongoing, approved, not approved).


 


10.     Describe how
your company has benefited from the program and/or the technology developed (e.g., firm’s growth, follow-on funding, increased technical
expertise, licensing agreements, spin-off companies, public offering [include stock exchange and symbol]).


 


11.      List of the
generic and/or commercial name of product, process, or service, if any, that resulted from SBIR/STTR funding. If applicable, indicate
the number of products sold.


 


12.     Provide the
current number of employees (total full time equivalents [FTEs]).


 






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SPREADSHEET SUMMARY

AWARD NUMBER: 1SB1AG073028-01A1


 


INSTITUTION: COGNITION THERAPEUTICS, INC.


 


	Budget	 	Year 1	 
	Salaries and Wages	 	$	78,920	 
	Personnel Costs (Subtotal)	 	$	78,920	 
	Consultant Services	 	$	28,000	 
	Travel	 	$	4,500	 
	Other	 	$	1,056,739	 
	FEE	 	$	107,472	 
	TOTAL FEDERAL DC	 	$	1,168,159	 
	TOTAL FEDERAL F&A	 	$	367,152	 
	TOTAL COST	 	$	1,642,783	 



 


	Facilities and Administrative Costs	 	Year 1	 
	F&A Cost Rate 1	 	 	31.43	%
	F&A Cost Base 1	 	$	1,168,159	 
	F&A Costs 1	 	$	367,152	 



 






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