Exhibit 10.31


 


	 	Department
    of Health and Human Services

    National Institutes of Health
 NATIONAL
    INSTITUTE ON AGING	Notice of Award

                           FAIN# R01AG058660

                           Federal Award Date 

                           05/10/2021




 


 


	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	 
	    SUSAN M CATALANO, PHD (Contact)	 
	    President/founder	 
	    scatalano@cogrx.com	 
	     (412) 481-2210	 
	 	 
	8. Authorized Official	 
	    Dr. Susan Catalano Ph.D	 
	    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	 
	     3R01AG058660-03S1A1	 
	 	 
	12. Unique Federal Award Identification Number (FAIN)	 
	     R01AG058660	 
	 	 
	13. Statutory Authority	 
	     42 USC 241 42 CFR 52	 
	 	 
	14. Federal Award Project Title	 
	     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	 
	 	 
	15. Assistance Listing Number	 
	     93.866	 
	 	 
	16. Assistance Listing Program Title	 
	     Aging Research	 
	 	 
	17. Award Action Type	 
	     Supplement (REVISED)	 
	 	 
	18. Is the Award R&D?	 
	     Yes	 
	 	 
	Summary Federal Award Financial Information	 
	 	 	 






	19. Budget Period Start Date 05/01/2020 - End Date 05/31/2022	 	 	 	 
	20. Total Amount of Federal Funds Obligated by this Action	 	$	0	 
	20 a. Direct Cost Amount	 	$	0	 
	20 b. Indirect Cost Amount	 	$	0	 
	21. Authorized Carryover	 	$	0	 
	22. Offset	 	$	0	 
	23. Total Amount of Federal Funds Obligated this budget period	 	$	13,634,548	 
	24. Total Approved Cost Sharing or Matching, where applicable	 	$	0	 
	25. Total Federal and Non-Federal Approved this Budget Period	 	$	13,634,548	 
	 
	26. Project Period Start Date 09/15/2018 - End Date 05/31/2022
	27. Total Amount of the Federal Award including Approved Cost	 	$	30,482,877	 
	       Sharing or Matching this Project Period	 	 	 	 




 


	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.




 



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Notice of Award


	 	RESEARCH

    Department of Health and Human Services

    National Institutes of Health

     

    NATIONAL INSTITUTE ON AGING
	 


 


SECTION I - AWARD DATA - 3R01AG058660-03S1A1
REVISED


 


Principal Investigator(s):

SUSAN M CATALANO, PHD


 


Award e-mailed to: scatalano@cogrx.com


 


Dear Authorized 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 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 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 direct questions
to the Federal Agency contacts.


 


Sincerely yours,


 


Robin Laney

Grants Management Officer

NATIONAL INSTITUTE ON AGING


 


Additional information follows


 






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	Cumulative Award Calculations
for this Budget Period (U.S. Dollars)	 	 	 	 
	 Salaries and Wages	 	$	153,350	 
	Personnel Costs (Subtotal)	 	$	153,350	 
	Consultant Services	 	$	132,000	 
	Materials & Supplies	 	$	78,991	 
	Other	 	$	10,009,659	 
	 	 	 	 	 
	Federal Direct Costs	 	$	10,374,000	 
	Federal F&A Costs	 	$	3,260,548	 
	Approved Budget	 	$	13,634,548	 
	Total Amount of Federal Funds Authorized (Federal Share)	 	$	13,634,548	 
	TOTAL FEDERAL AWARD AMOUNT	 	$	13,634,548	 
	 	 	 	 	 
	AMOUNT OF THIS ACTION (FEDERAL SHARE)	 	$	0	 



 


	SUMMARY TOTAL FEDERAL
    AWARD AMOUNT YEAR ( 3 ) (for this Document Number)
	AWARD NUMBER	 	TOTAL FEDERAL AWARD AMOUNT	 
	3R01AG058660-03S1A1	 	$	13,634,548	 
	5R01AG058660-03	 	$	5,774,586	 
	3R01AG058660-03S2	 	$	278,623	 
	TOTAL	 	$	19,687,757	 



 


	SUMMARY TOTALS FOR
    ALL YEARS (for this Document Number)	 
	YR	 	 	THIS AWARD	 	 	CUMULATIVE TOTALS	 
	3	 	 	$	13,634,548	 	 	$	19,687,757	 



 


Fiscal Information:


	Payment System Identifier:	1134365359A1
	Document Number:	RAG058660A
	PMS Account Type:	P (Subaccount)
	Fiscal Year:	2021




 


	IC	 	CAN	 	 	2021	 
	AG	 	 	8033159	 	 	$	13,634,548	 



 


NIH Administrative Data:

PCC: 3CCCTLR / OC: 41023 / Released: Laney, Robin 05/07/2021

Award Processed: 05/10/2021 12:04:55 AM


 


SECTION II - PAYMENT/HOTLINE INFORMATION
- 3R01AG058660-03S1A1 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


 






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SECTION III - STANDARD TERMS AND
CONDITIONS - 3R01AG058660-03S1A1 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.)


 


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) 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 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/.


 






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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 Page 4 of 7 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)


 






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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 SPECIFIC AWARD CONDITIONS
- 3R01AG058660-03S1A1 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.


 


This revised award changes the budget and project period end dates
to coincide with the parent grant.


 


Supersedes Notice of Award issued 04/29/2021. Previous terms and
conditions apply:


 


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


 


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.


 


This award reflects the acceptance of the single Institutional Review
Board (sIRB) plan submitted with the application dated 07/01/2020. Any changes to this plan require the written prior approval of the
National Institute on Aging.


 


None of the funds in this award shall be used to pay the salary of
an individual at a rate in excess of the current salary cap. Therefore, this award and/or future years are adjusted accordingly, if applicable.
Current salary cap levels can be found at the following URL:

http://grants.nih.gov/grants/policy/salcap summary.htm.


 


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


 






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SPREADSHEET SUMMARY

AWARD NUMBER: 3R01AG058660-03S1A1 REVISED


 


INSTITUTION: COGNITION THERAPEUTICS, INC.


 


	Budget	 	Year 3	 
	Salaries and Wages	 	$	153,350	 
	Personnel Costs (Subtotal)	 	$	153,350	 
	Consultant Services	 	$	132,000	 
	Materials & Supplies	 	$	78,991	 
	Other	 	$	10,009,659	 
	TOTAL FEDERAL DC	 	$	10,374,000	 
	TOTAL FEDERAL F&A	 	$	3,260,548	 
	TOTAL COST	 	$	13,634,548	 



 


	Facilities and Administrative Costs	 	Year 3	 
	F&A Cost Rate 1	 	 	31.43	%
	F&A Cost Base 1	 	$	10,374,000	 
	F&A Costs 1	 	$	3,260,548	 



 






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