Browse EX-10 agreements

ASPEN NEUROSCIENCE, INC.

2026 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNITS AGREEMENT

Aspen Neuroscience, Inc., a Delaware corporation (the “Company”), has granted to the Participant named in the Notice of Grant of Restricted Stock Units(the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Aspen Neuroscience, Inc. 2026 Equity Incentive Plan (the “Plan”), as amended, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospe

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May 18, 2022

Mr. Kim Raineri

Dear Kim:

On behalf of Aspen Neuroscience, Inc. (the “Company”),I am pleased to extend an offer of employment to you to serve as the Company’s Chief Technology Officer, with an employment start date anticipated to be on or about July 18, 2022 (the “Start Date”).In such capacity, you will be responsible for such duties as are normally associated with such position and as otherwise assigned from time to time by the Company’s Chief Executive Officer (the “CEO”). You will report directly to the Company’s Chief Executive Officer and your principal place of work shall be located in San Diego, California. This offer and your employment relationship will be subject to the terms and conditions of this letter.

Compensation

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Exhibit 10.17

July 21, 2026

Faheem Hasnain

Dear Faheem:

On behalf of Aspen Neuroscience, Inc. (the “Company”), I am pleased to extend an offer of employment to you to serve as the Executive Chair, with an employment start date anticipated to be on or about August 3, 2026 (such actual date your employment commences, the “Start Date”). In such capacity, you will be responsible for such duties as are normally associated with such position and as otherwise assigned from time to time by the Company’s Board of Directors (the “Board”). You will report directly to the Board and your principal place of work shall be located in San Diego, California. This offer and your employment relationship will be subject to the terms and conditions of this letter.

Certain capitalized terms used in this letter have the applicable meanings set forth on Exhibit Aattached hereto.

Compensation

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***Certain information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant customarily and actually treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit***

SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT

THIS SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this “Agreement”), is made as of the 22nd day of January, 2024 by and between Cell X Technologies, Inc., a Delaware corporation (the “Company”), and Aspen Neuroscience, Inc., a Delaware corporation (the “Investor”).

RECITALS

WHEREAS, on the terms and subject to the conditions set forth herein, the Investor is willing to purchase from the Company, and the Company is willing to sell to the Investor, a secured convertible promissory note, substantially in the form attached hereto as Exhibit A(the “Note”).

AGREEMENT

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THIRD AMENDMENT TO LEASE

THIS THIRD AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 18th day of May, 2023, by and between BMR-ROAD TO THE CURE LP, a Delaware limited partnership (“Landlord”), and ASPEN NEUROSCIENCE, INC., a Delaware corporation (“Tenant”).

RECITALS

A.

WHEREAS, Landlord and Tenant are parties to that certain Lease dated as of March 27, 2019, as amended by that certain First Amendment to Lease dated as of June 10, 2021 and that certain Second Amendment to Lease dated as of August 25, 2021 (the “Second Amendment”) (collectively, and as the same may have been further amended, amended and restated, supplemented or modified from time to time, the “Existing Lease”), whereby Tenant leases certain premises (the “Premises”) from Landlord at 10835 Road to the Cure in San Diego, California (the “Building”);

B.

WHEREAS, Landlord and Tenant desire to extend the TI Deadline (as defined in Article 12of the Second Amendment); and

C.

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***Certain information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant customarily and actually treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit***

FIRST AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT

THIS FIRST AMENDMENT (this “First Amendment”) to the COLLABORATION AND LICENSE AGREEMENT dated January 22, 2024 (the “Agreement”) is effective as of January 8, 2025 (“First Amendment Effective Date”), by and between Aspen Neuroscience, Inc. (“Aspen”) and Cell-X Technologies, Inc. (“Cell-X”).

WHEREAS, Cell-X and Aspen desire to amend the Agreement upon the terms and conditions noted below;

WHEREAS, the scope of Schedule 4.1(a) Collaboration Plan of the Agreement is to be expanded to include additional activities and goals; and

WHEREAS, pursuant to the above paragraph, Schedule 4.1(b) Collaboration Budget will be updated accordingly and will include an additional payment in the amount of [***] to be paid within [***]of receipt of invoice.

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Aspen Neuroscience, Inc.

Loan Forgiveness and Option Amendment Agreement

This Loan Forgiveness and Option Amendment Agreement (this “Agreement”) is entered into as of August 24, 2026 (the “Effective Date”), by and between Aspen Neuroscience, Inc., a Delaware corporation (the “Company” or “Aspen”), and Damien McDevitt, Ph.D. (“Dr. McDevitt”).Each of Aspen and Dr. McDevitt is referred to herein individually as a “Party” and collectively as the “Parties” to this Agreement.

RECITALS

WHEREAS, Dr. McDevitt previously executed certain stock options to purchase shares of Common Stock of the Company pursuant to (i) a Stock Option Agreement dated February 2, 2021 and (ii) two Stock Option Agreements dated March 24, 2021;

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***Certain information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant customarily and actually treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit***

THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

SECURED CONVERTIBLE PROMISSORY NOTE

$5,000,000	January 22, 2024 Cleveland, Ohio

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***Certain information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant customarily and actually treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit***

FOURTH AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT

THIS FOURTH AMENDMENT (this “Fourth Amendment”) to the COLLABORATION AND LICENSE AGREEMENTdated January 22, 2024 (the “Agreement”), as previously amended in a First Amendment, Second Amendment and Third Amendment dated January 8, 2025, October 28, 2025 and January 22, 2026, respectively, is effective as of April 6, 2026(“Fourth Amendment Effective Date”), by and between Aspen Neuroscience, Inc. (“Aspen”) andCell-X Technologies, Inc. (“Cell-X”).

WHEREAS, Cell X and Aspen desire to further amend the Agreement upon the terms and conditions noted below;

WHEREAS, Cell X and Aspen have agreed to extend the Collaboration Term set forth in Section 4.1 of the Agreement to June 30, 2026;

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***Certain information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant customarily and actually treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit***

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and assumption Agreement(this “Agreement”) is dated as of October 30, 2018 (the “Effective Date”), by and between Aspen Biosciences, Inc., a Delaware corporation (“Assignee”), Summit for Stem Cell Foundation, a California public benefit corporation (“Summit”) and Mission Edge San Diego, a non-profit organization (“Mission Edge” and, together with Summit, “Assignor”). As used herein, each of Assignee, Summit and Mission Edge may be referred to as a “Party” and collectively, the “Parties”).

WHEREAS, Assignor desires to assign to Assignee and Assignee agrees to assume from Assignor, for consideration and upon the terms and conditions set forth herein, certain of the assets and liabilities of Assignor.

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***Certain information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant customarily and actually treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit***



AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENT

dated as of August 18, 2026

by and between

Aspen Neuroscience, Inc.

and

Cell X Technologies, Inc.

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TABLE OF CONTENTS

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***Certain information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant customarily and actually treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit***

LICENSE AGREEMENT

This License Agreement (this “Agreement”)is made and entered into as of the 5th day of December, 2023 (the “Effective Date”)by and between Sumitomo Pharma Co., Ltd., a company duly incorporated and existing under the laws of Japan and having its principal place of business at [***] (“Sumitomo”), and Aspen Neuroscience, Inc., a company duly incorporated and existing under the laws of the State of Delaware and having its principal place of business at 10835 Road to the Cure, Ste. 100, San Diego, CA 92121, the United States of America (“Aspen”).

RECITALS

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