Nocturne Acquisition Corporation (NASDAQ:MBTC, MBTCU, MBTCR)
("Nocturne") and Cognos Therapeutics, Inc. (“Cognos”) today
announced the engagement of Chardan, a leading global investment
bank, in the role of capital markets advisor to Nocturne in the
highly anticipated business combination transaction (the “Business
Combination”) with Cognos. This strategic move marks Cognos's
journey towards becoming a publicly traded company on the NASDAQ
Stock Exchange.
Chardan, a distinguished independent,
full-service investment bank, boasts two decades of experience in
addressing the diverse capital market requirements of both public
and private disruptive technology companies worldwide. With an
impressive track record as a top Special Purpose Acquisition
Company (SPAC) Initial Public Offering (IPO) underwriter and
mergers and acquisitions (M&A) advisor, Chardan has raised an
impressive $8.5 billion in SPAC IPOs and contributed to a total
de-SPAC transaction value of $46 billion. The firm has also
sponsored and co-sponsored 15 SPACs, resulting in over $4.4 billion
in de-SPAC transaction value.
Chardan's involvement with Nocturne began with
its underwriting of Nocturne's successful $115 million Initial
Public Offering, setting the stage for the Business Combination
announcement with Cognos in January 2023. This Business
Combination, currently in progress subject to SEC approval and
other conditions, is poised to enable Cognos's transition into a
publicly traded entity on the NASDAQ. The transaction anticipates a
pro forma enterprise value of approximately $181.3 million,
assuming no redemptions by Nocturne's existing public shareholders.
Both Cognos and Nocturne anticipate that the funds raised from this
transaction will be directed towards advancing Cognos's implantable
surgical-pump (ISP) drug delivery technology.
Cognos believes that its SINNAIS™ ISP could
represent a significant breakthrough in intelligent drug delivery
for patients battling various central nervous system (CNS)-related
diseases, where precise and continuous pharmaceutical therapeutic
delivery could enhance survival rates. Cognos's primary focus lies
in demonstrating the potential of its technology to significantly
improve treatment outcomes for patients afflicted with
Leptomeningeal carcinomatosis (LC). The current treatment
methodologies for LC have limited success due to the challenge of
delivering therapeutics beyond the blood-brain barrier to target
solid-bed tumors in the brain.
Upon consummation of the Business Combination,
Cognos should be well positioned to embark on its next-phase
clinical trials and prepare regulatory submissions. This strategic
move brings Cognos one step closer to realizing its goal of
commercializing its innovative technology platform.
About Cognos Therapeutics, Inc.California-based
Cognos is a medical technology company focused on developing
implantable smart pump technology. The company’s technology
platform Smart Drug Delivery System ("SDDS") serves as a
convergence of therapeutics and diagnostics within a single device.
Its SDDS is centered around principles such as local delivery,
metronomic dosing, and real-time physician feedback after drug
administration by delivering therapeutic directly to the brain
ventricle bypassing the blood-brain barrier for potentially
improved outcomes for brain cancers and other neurological
diseases. For more information visit https://cognosthx.com or email
IR@cognosthx.com.
About Nocturne Acquisition CorporationNocturne
is a blank check company incorporated as a Cayman Islands exempted
company on October 28, 2020. Nocturne was formed for the purpose of
effecting a merger, share exchange, asset acquisition, share
purchase, reorganization, or similar business combination with one
or more businesses. Nocturne completed its initial public offering
on April 5, 2021. Nocturne is led by Henry Monzon, its Chief
Executive Officer, and Ka Seng (Thomas) Ao, its Chief Financial
Officer.
Cautionary Note Regarding Forward-Looking
StatementsThis press release is provided for informational
purposes only and has been prepared to assist interested parties in
making their own evaluation with respect to the Business
Combination between Cognos and Nocturne and related transactions
and for no other purpose. No representations or warranties, express
or implied are given in, or in respect of, this press release. To
the fullest extent permitted by law under no circumstances will
Cognos, Nocturne or any of their respective subsidiaries, interest
holders, affiliates, representatives, partners, directors,
officers, employees, advisors or agents be responsible or liable
for any direct, indirect or consequential loss or loss of profit
arising from the use of this press release, its contents, its
omissions, reliance on the information contained within it, or on
opinions communicated in relation thereto or otherwise arising in
connection therewith. Industry and market data used in this press
release have been obtained from third-party industry publications
and sources as well as from research reports prepared for other
purposes. Neither Cognos nor Nocturne has independently verified
the data obtained from these sources and cannot assure you of the
data's accuracy or completeness. This data is subject to change. In
addition, this press release does not purport to be all-inclusive
or to contain all the information that may be required to make a
full analysis of Nocturne, Cognos or the Business Combination.
Viewers of this press release should each make their own evaluation
of Nocturne and Cognos and of the relevance and adequacy of the
information and should make such other investigations as they deem
necessary.
In addition, this press release includes a
summary set of risk factors that may have a material impact on
Nocturne, Cognos or the Business Combination. These are not
intended to capture all the risks to which Nocturne, Cognos or the
Business Combination is subject or may be subject, and we encourage
investors to review the risk factors set forth in the Registration
Statement filed with SEC with respect to the Business Combination
(as described further below). If any of these risks materialize or
our assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking
statements. There may be additional risks that neither Nocturne nor
Cognos presently know or that Nocturne and Cognos currently believe
are immaterial that could also cause actual results to differ
materially from those contained in the forward-looking statements.
Factors that may cause such differences include but are not limited
to: (1) the occurrence of any event, change or other circumstance
that could give rise to the termination of the Merger Agreement;
(2) the inability to complete the Business Combination, including
due to the failure to obtain approval of the stockholders of
Nocturne or Cognos or other conditions to closing in the Merger
Agreement; (3) the inability to obtain or maintain the listing of
Nocturne's common stock on Nasdaq following the Business
Combination; (4) the inability to recognize the anticipated
benefits of the Business Combination; (5) changes in applicable
laws or regulations; (6) the possibility that 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
foregoing risks and other risks and uncertainties to be identified
in the Registration Statement, including those under "Risk Factors"
therein, and in other filings with the SEC made by Nocturne. In
addition, certain statements made herein contain "forward-looking
statements" within the meaning of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995, as amended,
reflecting Nocturne's and Cognos' expectations, plans or forecasts
of future events and views as of the date of this press release.
Nocturne and Cognos anticipate that subsequent events and
developments will cause Nocturne's and Cognos' assessments to
change. However, while Nocturne and Cognos may elect to update
these forward-looking statements at some point in the future,
Nocturne and Cognos specifically disclaim any obligation to do so.
These forward-looking statements, which may include, without
limitation, words such as "expect," "estimate," "project,"
"budget," "forecast," "anticipate," "intend," "plan," "may,"
"will", "could," "should," "believe," "predict," "potential,"
"might", "continues," and similar expressions, involve significant
risks and uncertainties (most of which factors are outside of the
control of Nocturne or Cognos). Accordingly, undue reliance should
not be placed upon the forward-looking statements, and they should
not be relied upon as representing Nocturne's and Cognos'
assessments as of any date subsequent to the date of this press
release.
Additional Information About the Business Combination
and Where to Find ItNocturne has filed a Registration
Statement on Form S-4 with the SEC, which includes a proxy
statement/prospectus, that is both the proxy statement to be
distributed to Nocturne's shareholders in connection with its
solicitation of proxies for the vote by Nocturne's shareholders
with respect to the Business Combination and other matters as may
be described in the Registration Statement, as well as the
prospectus, and relating to the offer and sale of the securities to
be issued in the Business Combination. Nocturne urges its
investors, shareholders, and other interested persons to read, when
available, the proxy statement/prospectus filed with the SEC and
documents incorporated by reference therein because these documents
will contain important information about Nocturne, Cognos and the
Business Combination. After the Registration Statement is declared
effective by the SEC, the definitive proxy statement/prospectus and
other relevant documents will be mailed to the shareholders of
Nocturne as of the record date established for voting on the
Business Combination and will contain important information about
the Business Combination and related matters. Shareholders of
Nocturne and other interested persons are advised to read, when
available, these materials (including any amendments or supplements
thereto) and any other relevant documents in connection with
Nocturne's solicitation of proxies for the meeting of shareholders
to be held to approve, among other things, the Business Combination
because they will contain important information about Nocturne,
Cognos and the Business Combination. Shareholders will also be able
to obtain copies of the preliminary proxy statement/prospectus, the
definitive proxy statement/prospectus, and other relevant materials
in connection with the transaction without charge, once available,
at the SEC's website at www.sec.gov or by directing a request to:
Nocturne Acquisition Corp., Attention: Ka Seng (Thomas) Ao,
telephone: 650-935-0312. The information contained on, or that may
be accessed through, the websites referenced in this Press release
is not incorporated by reference into, and is not a part of, this
press release.
Participants in the SolicitationNocturne,
Cognos and their respective directors and executive officers may be
deemed participants in the solicitation of proxies from Nocturne's
shareholders in connection with the Business Combination.
Nocturne's shareholders and other interested persons may obtain,
without charge, more detailed information regarding the directors
and officers of Nocturne in Nocturne's final prospectus filed with
the SEC on April 1, 2021, in connection with Nocturne's initial
public offering. Information regarding the persons who may, under
SEC rules, be deemed participants in the solicitation of proxies to
Nocturne's shareholders in connection with the Business Combination
will be set forth in the proxy statement/prospectus for the
Business Combination, when available. Additional information
regarding the interests of participants in the solicitation of
proxies in connection with the Business Combination will be
included in the proxy statement/prospectus that Nocturne intends to
file with the SEC. You may obtain free copies of these documents as
described above.
Non-SolicitationThis press release is not a
proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
Business Combination and shall not constitute an offer to sell or a
solicitation of an offer to buy any securities nor shall there be
any sale of securities in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities
Act of 1933, as amended.
Contacts
Investors:Gilmartin
GroupVivian Cervantesvivian.cervantes@gilmartinir.com
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