Transaction is expected to accelerate Cognos Development of proprietary innovative implantable dosing pumps to improve the treatment of brain cancer and other neurological diseases
Wilmington, Delaware2023/8/17 /PRNewswire/ -- Nocturne Acquisition Corporation(NASDAQ: MBTC, MBTCU, MBTCR) (“Company”, “MBTC” or “Nocturne”) announced today that it has filed a Statement of Registration for Form S-4 (the “Registration Statement”) through Edgar, the online portal of the United States Securities and Exchange Commission (“SEC”), including and Cognos Therapeutics, Inc.(“Cognos”) Preliminary Disclaimer/Prospectus relating to Business Merger (“Proposed Business Merger”) Cognos is a medical technology company focused on developing unique and extremely advanced devices for the treatment of neurological diseases including brain and spinal cord cancers, neurodegenerative diseases such as Alzheimer's and Parkinson's disease, epilepsy and stroke.
The Registration Statement contains a preliminary declaration/prospectus in connection with the proposed business merger previously announced by Nocturne and Cognos. The registration statement provides important information about Nocturne and Cognos and the proposed business merger, although the registration statement has not yet been effective and the information contained in it is subject to change.
On December 30, 2022, Nocturne signed a Merger and Restructuring Agreement and Program (the “Merger Agreement”) with Cognos. The proposed business merger is expected to be completed in the fourth quarter of 2023 and has received unanimous approval from the Cognos Board of Directors, subject to a number of completion conditions, including a declaration of registration by the US Securities and Exchange Commission, Nocturne shareholder approvals, and a number of othersConventions.
The combined company is expected to be renamed Cognos Therapeutics Holdings, Inc., and is traded on NASDAQ under the symbol “COGN”. Until the completion of the proposed trade, Nocturne shares will continue to trade on Nasdaq under the symbol “MBTC”.
Cognos CEO Frank Adell“The successful submission of a registration statement marks an important step towards Cognos to become a public company after the proposed business merger is completed. This will allow us to gain a wider channel of capital in the open market, facilitating rapid progress in product development and clinical trials.”
NocturneChairman &CEO Henry Monzonadded: “The Nocturne team is looking forward to the upcoming merger with Cognos Therapeutics. We are excited to be involved in supporting Cognos's SINNAISTM This important journey in implantable smart pump development. SINNAIS expects to bring one of the most effective drug delivery solutions to the market, benefiting patients with cancer and other neurological conditions.”
The registration statement is available on the Securities and Exchange Commission's website at www.sec.gov.
respecting Cognos Therapeutics, Inc.
Based in California, Cognos is a medical technology company focused on developing implantable smart pump technology for topical dosing. The company's technology platform intelligent dosing system (“SDDS”) integrates treatment and diagnosis in a single device. With the principles of local administration, rhythm administration, and real-time post-administration physician feedback at the core, the company's SDDS bypasses the BBR to deliver therapeutic drugs directly to the brain, improving the effectiveness of brain cancer and other neurological diseases. For more information, please visit or email IR@cognosthx.com.
respectingNocturne Acquisition Corporation
The Company is a special purpose acquisitions company registered as a Cayman Islands Exempted Company on 28 October 2020. The Company is established for the purpose of merger, share exchange, asset acquisition, share purchase, reorganization or similar business with one or more companies. The Company completed its initial public offering on April 5, 2021. The company is led by CEO Henry Monzon and CFO Ka Seng (Thomas) Ao.
Considerations for Forward-Looking Statements
This press release is for informational purposes only and is intended to assist parties in their independent assessment of business mergers and related transactions between Cognos and Nocturne and shall not be used for any other purpose. This press release makes no representations or warranties, express or implied, and is not associated with it. To the fullest extent permitted by law, under no circumstances will Cognos, Nocturne or any of its subsidiaries, equity holders, affiliates, representatives, partners, directors, managers, employees, advisors or agents use this press release for any direct, indirect or consequential cause Be liable for loss of profits or losses caused by reliance on the information contained in it, opinions or other means in connection with it. Industry and market data used in this press release is obtained from third-party industry publications and research reports prepared for other purposes. Neither Cognos nor Nocturne independently validates this data and cannot guarantee you the accuracy or completeness of the data. This data is subject to change. In addition, this release does not contain all of the information that may be required for a comprehensive analysis of Nocturne, Cognos, or business merger. Viewers of this press release shall each make an individual assessment of Nocturne and Cognos and the relevance and adequateness of the information, and shall conduct other surveys as they deem necessary.
In addition, this release includes a summary of risk factors that may have a significant impact on Nocturne, Cognos, or the business merger. These are not intended to cover all risks or may be faced by Nocturne, Cognos, or business mergers, and we encourage investors to review the registration statement submitted to the Securities and Exchange Commission (“SEC”) regarding the merger of business (as described below). If any of these risks become reality or our assumptions are proved incorrect, the actual results may have significant differences from those implied by these forward-looking statements. In addition, there may be other risks that Nocturne and Cognos are currently unpredictable or that Nocturne and Cognos currently consider to be unimportant, which can also lead to significant differences between the actual results and the results contained in forward-looking statements. Factors that may cause such discrepancy include, but are not limited to: (1) any event, change or other circumstances that may result in termination of the Merger Agreement; (2) inability to complete a business merger, including the failure to obtain approval or other conditions of delivery in the agreement of Nocturne or Cognos; 3) Nocturne's common stock is unable to obtain or remain listed on NASDAQ after the business merger; (4) failure to confirm the expected gain from the business merger; (5) changes in applicable laws or regulations; (6) Nocturne or Cognos May be adversely affected by other economic or business factors; and (7) the impact of the global COVID-19 pandemic on any of the above risks and other risks and uncertainities in the registration statements and other documents filed with SEC, including risks and uncertainities under “Risk Factors” therein. In addition, certain statements herein contain “forward-looking statements” in the meaning of “Safe Harbor” as amended in the Private Securities Litigation Reform Act of 1995, reflecting Nocturne and Cognos's expectations, plans, or forecasts of future events and their views as of the date of this press release. Nocturne and Cognos expect subsequent events and developments to cause changes in the evaluation of Nocturne and Cognos. However, while Nocturne and Cognos may choose to update these forward-looking statements at some point in the future, Nocturne and Cognos expressly assume no obligation to update. These forward-looking statements may include, but are not limited to, the words “expect”, “estimate”, “budget”, “forecast”, “anticipated”, “intended”, “planned”, “likely”, “likely”, “likely”, “should”, “believe”, “estimate”, “potential” “maybe”, “sustained” and similar representations, involving significant risks and uncertainities (most of which are external factors beyond the control of Nocturne or Cognos). Therefore, forward-looking statements should not be relied too much and should not be treated as an assessment representing Nocturne and Cognos any date beyond the date of this press release.
Acquisition of additional information and information about business merger
Nocturne has filed with the Securities and Exchange Commission a Form S-4 Registration Statement which includes a Dismissioned Statement/Prospectus, which is both a Discretionary Statement issued to Nocturne shareholders to solicit Nocturne Shareholders as they may be described in their Business Merger and Registration Statement He matters to vote, also a prospectus, related to the offering and sale of securities to be issued in the merger of the business. Nocturne urges its investors, shareholders and others interested inEasy to readRead the declarations/prospectus filed with the SEC and the documents contained therein, as these documents will contain important information about Nocturne, Cognos, and business merger. Upon the SEC's declaration of registration, a final mandate/prospectus and other related documents will be mailed to the shareholders of Nocturne, subject to the list of shareholders on the date of registration as determined by the voting of the business merger. These documents will contain important information about the business merger and related matters. We recommend Nocturne's shareholders and other stakeholdersRead at your convenienceThese materials (including any amendments or additions to them) and any other relevant documents (if any) related to the work of the solicitation of representatives at a general meeting held by Nocturne to approve (among other things) business merger, as they will contain repertores to Nocturne, Cognos and business mergers To information. Shareholders may also obtain a free preliminary statement of attorney/prospectus, final consignment/prospectus, prospectus, and prospectus, on the SEC website www.sec.gov or by sending a request to: Nocturne Acquisition Corp., Recipient: Ka Seng (Thomas) Ao, telephone: 650-935-0312 Copies of easily related information. Information contained or accessible from the websites referenced in this release is not incorporated by reference or is not part of this release.
Participants of this collection
Nocturne, Cognos and their respective directors and management may be deemed to be participants in soliciting agency rights from Nocturne's shareholders in connection with the business merger. Nocturne's shareholders and other stakeholders may obtain further details about Nocturne's directors and management free of charge through Nocturne's final prospectus filed with the SEC on April 1, 2021 for the initial public offering.According to SEC regulations, information about persons who may be deemed to be involved in the solicitation of agency rights related to business merger from Nocturne shareholders will be set out in the Declaration of Entrustment/Prospectus (if any) of the business merger. More information about the interests of participants in the business merger agency solicitation will be included in the Declaration of Attorney/Prospectus that Nocturne intends to file with the SEC. As mentioned above, you can get a free copy of these files.
Non-Seeking Opinions
This press release is not a declaration of mandate or solicitation for any securities or business merger. It shall not constitute an offer to sell any securities or an offer to buy it, nor shall it be sold in any country or jurisdiction as securities in those countries or jurisdictions Such an offer, invitation or sale is illegal before the registration or qualification stipulated by the law. No securities shall be provided except through a prospectus that meets the requirements of the Securities Act of 1933 as amended.