Browse EX-10 agreements

Execution Version

TRANSITION AGREEMENT

THIS TRANSITION AGREEMENT (this “Agreement”) is made as of May 28, 2026 by and between Lawrence Miller (the “Executive”) and Apnimed, Inc. (the “Company”).

WHEREAS, the Company and the Executive entered into that certain Employment Agreement, dated as of April 26, 2025, which governs the Executive’s employment with the Company (the “Employment Agreement”);

WHEREAS, the Executive’s employment shall cease effective June 30, 2027, or such earlier date mutually agreed upon by the parties (the “Termination Date”);

WHEREAS, the Executive will resign his position of Chief Executive Officer of the Company and become its Vice Chairman effective as of June 1, 2026;

WHEREAS, the Company and the Executive desire to continue the Executive’s employment as Vice Chairman of the Company from June 1, 2026 through the Termination Date (with such period between the date hereof and the Termination Date referred to herein as the “Transition Period”); and

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TWENTY- SECOND AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

June 23, 2026

This Twenty-Second Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

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SEVENTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

October 14, 2022

This Seventh Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is by and between Apnimed, Inc. (the “Company”) and Lawrence Miller (the “Executive”).

WHEREAS, the Company wishes to continue to employ Executive and Executive wishes to continue to be employed by the Company under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1. Employment.

1.1 At-Will Employment. The Executive’s employment under this Agreement shall be “at will” and the period of Executive’s employment under this Agreement shall constitute the “Term.”This Agreement and the Term shall be subject to termination in accordance with Section 4hereof.

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TENTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

December 21, 2023

This Tenth Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

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EIGHTEENTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

September 16, 2025

This Eighteenth Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

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SEVENTEENTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

July 14, 2025

This Seventeenth Amendment to the 2017 Stock Incentive Plan (the “Plan”)of Apnimed, Inc., a Delaware corporation (the “Company”)is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

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January 30, 2026

Ron Farkas

12040 Misty Rise Ct

Clarksville, MD 21029

Re: Addendum to Employment Agreement

Dear Ron:

I am writing to confirm our mutual agreement to modify your Employment Agreement, dated April 25, 2025 (the “Employment Agreement”) as follows:

1.

Position and Duties. Effective February 1, 2026, your job title will change to Senior Advisor. Your employment shall be reduced to a 40 percent part-time schedule, with hours of work to be mutually agreed to between us.

2.

Compensation. Your annual base salary will be reduced to the rate of $199,680, paid in accordance with the Company’s payroll practices as in effect from time to time, and subject to applicable withholdings or other required statutory deductions. You will not be eligible for an annual incentive bonus or to participate in the employee benefit plans, policies or arrangements maintained by the Company for its full-time employees, other than statutorily-required benefits.

3.

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ELEVENTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

March 14, 2024

This Eleventh Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

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TWENTY-FIRST AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

June 1, 2026

This Twenty-First Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

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APNIMED, INC.

NON-STATUTORY STOCK OPTION AGREEMENT

GRANTED UNDER 2017 STOCK INCENTIVE PLAN, AS AMENDED

Apnimed, Inc. (the “Company”) hereby grants to the undersigned, the following stock option pursuant to the terms of this Non-Statutory Stock Option Agreement, including the Incorporated Terms and Conditions attached hereto (this “Agreement”), and its 2017 Stock Incentive Plan, as amended (the “Plan”). In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Plan.

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AMENDMENT NO. 1 TO

MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT

This Amendment No. 1 to Membership Interest and Asset Purchase Agreement (this “Amendment”) is made effective as of April 6, 2026 (the“Effective Date”), by and among Apnimed, Inc., a Delaware corporation (“Apnimed”), Shionogi & Co., Ltd. (registered number 1200-01-077430), a company organized under the laws of Japan (“Shionogi”), and Shionogi-Apnimed Sleep Science, LLC, a Delaware limited liability company (“SASS” and, together with Apnimed and Shionogi, each a “Party” and collectively, the “Parties”), and amends that certain Membership Interest and Asset Purchase Agreement, dated as of March 23, 2026, by and among Apnimed, Shionogi and SASS (the “Purchase Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

WHEREAS, the Parties now desire to amend the Purchase Agreement to correct a scrivener’s error in Section 11.1(a) of the Purchase Agreement;

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