Cognos Therapeutics, Inc. to Become Publicly Listed on Nasdaq via Business Combination with Nocturne Acquisition Corporation

• Cognos Therapeutics is a medical technology company focused on developing unique, radically advanced devices for the treatment of neurological diseases including brain and spinal cancers, and degenerative neurological conditions (such as Alzheimer's and Parkinson's disease), epilepsy, and stroke.
• Cognos' lead product candidate is the SINNAIS^TM Implantable Smart Pump, believed to be the world's first implantable device under development for the metronomic delivery of therapeutics for neurological diseases, including brain cancer.
• Transaction expected to provide Cognos with enhanced access to capital markets, enabling it to accelerate the research and advancement of its proprietary and innovative implantable drug delivery pump to improve outcomes for treatment of brain cancers and other neurological diseases.
• The transaction contemplates an enterprise value for Cognos of approximately $120 million.
• The proposed business combination is expected to be completed in the second or third quarter of 2023.

WILMINGTON, DE and INGLEWOOD, CA / ACCESSWIRE / January 3, 2023 / Nocturne Acquisition Corporation (NASDAQ:MBTC, MBTCU, MBTCR) ("Nocturne"), a publicly-traded special purpose acquisition company, today announced execution of a definitive business combination agreement with Cognos Therapeutics, Inc. ("Cognos"), a medical technology company focused on developing unique, radically advanced devices delivering drugs for the treatment of neurological diseases including brain and spinal cancers, neurodegenerative disorders (such as Alzheimer's and Parkinson's disease), epilepsy, and stroke. The all-stock deal contemplates that Cognos' stockholders will receive, in the aggregate, $120 million of Nocturne common stock (subject to certain adjustments), with each such Nocturne common share valued for the transaction at $10.30. Certain outstanding options and warrants to acquire capital stock of Cognos would be assumed by Nocturne.

The SINNAIS^TM Implantable Smart Pump ("SINNAIS") is Cognos' next-generation drug delivery system designed to deliver drugs to just the targeted tissue, bypassing the blood-brain barrier, or to other tissues with minimal off-target side effects. This capability is intended to make the modern, potent drugs developed by the pharmaceutical industry more effective with high concentrations at the targeted tissue and decreased concentrations systemically.