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 SINNAISTM 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 SINNAISTM 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.

Cognos is also in the process of preliminary development of a skull-mounted optical sensor, an implantable shunt that enables the collection of clinically significant parameters from the disease target site and transmits such data to a cloud base infrastructure for analysis to further customize drug dose to patient disease progression and permit near real-time monitoring. Cognos' management believes that this innovation will bridge the virtual divide between physician and patient, bringing personalized medicine and the virtual physician concept to reality.

Cognos has initiated plans to enter both the U.S. and EU markets following regulatory approval. Initial discussion has been held with the U.S. Food and Drug Administration ("FDA") regarding the future Premarket Approval ("PMA") Application for SINNAIS indicated for infusion of Infumorph into cerebral spinal fluid. This PMA would potentially utilize the Six-Year Rule under which a PMA application may leverage clinical data in an existing approval and new clinical data does not need to be developed. Going forward, the company also intends to develop and seek FDA approvals of the SINNAIS pump for novel metronomic delivery approaches for other drug products in other clinical indications, including an intended initial indication of leptomeningeal carcinomatosis. These FDA approvals will likely require clinical studies. The plan in the EU is to obtain CE certification for a general claim for drug delivery.

"Patients suffering brain diseases today have very limited options to efficiently receive drugs," said Frank Adell, Co-Founder and Chief Executive Officer of Cognos. "Physiological and anatomical properties of the blood-brain barrier make drug delivery to a targeted site in the brain a unique and difficult challenge. The pharma industry has developed effective and powerful drugs that could improve outcomes for brain cancer and other neurological diseases originating in the brain if they could just reach the targeted site with minimal exposure to off-target sites associated with significant side effects. We believe that Cognos' SINNAISTM Implantable Smart Pump is the ideal solution to this need. We welcome Nocturne as a partner and look forward to our anticipated evolution to become a world-class public company that provides the best implantable drug delivery solutions."

Henry Monzon, Chairman and Chief Executive Officer of Nocturne, added, "With over 15 years of research and development, Cognos has laid out a roadmap to deliver a novel targeted solution in the important field of brain cancer. Cognos' SINNAIS has the potential to become the world's first implantable device for local and metronomic delivery of therapeutics for treatment of neurological diseases. SINNAIS will enable unprecedented, targeted delivery of chemotherapeutics for persistent glioma and other solid tumors. It will provide physicians with an effective alternative method to monitor and treat tumor-based brain cancer and other neurological diseases."

The transaction has been unanimously approved by the respective boards of directors of Cognos and Nocturne and is subject to approval by stockholders of Nocturne and Cognos and other customary closing conditions. The proposed business combination is expected to be completed in the second or third quarter of 2023.

Maxim Group LLC served as sole financial advisor to Cognos in connection with the proposed business combination, and Newbridge Securities Corporation provided independent valuation advisory services to Nocturne. Ellenoff Grossman & Schole LLP served as legal advisor to Cognos and Dechert LLP served as legal advisor to Nocturne.