Cognos Therapeutics Inc. entered into a letter of intent to acquire Nocturne Acquisition Corporation (NasdaqCM:MBTC) from a group of shareholders in a reverse merger transaction on July 20, 2022. Cognos Therapeutics Inc. executed a definitive business combination agreement to acquire Nocturne Acquisition Corporation from a group of shareholders for approximately $130 million in a reverse merger transaction on December 30, 2022. 11,842,271 shares of Nocturne Common Stock are estimated to be issued to Cognos Therapeutics, Inc.?s equity holders in connection with the business combination described herein, including 161,360 shares of Nocturne Common Stock issuable to the holders of stock options of Cognos and 48,080 shares of Nocturne Common Stock issuable to the holders of warrants of Cognos. All of the stock options and warrants of Cognos outstanding immediately prior to the effective time shall be assumed by Nocturne and converted into an option and warrants to purchase a number of shares of Nocturne common stock. Subsequent to the execution of this Agreement, Nocturne may enter into one or more Subscription Agreements with the PIPE Investors.

The transaction is subject to waiting period under the HSR Act shall have expired or been terminated; approval by stockholders of Nocturne and Cognos; Nocturne shall have at least $5,000,001 of net tangible assets; Nocturne?s cash on hand shall not be less than $10,000,000; PIPE Investment and the Note Investment shall have each been consummated, the registration statement shall have become effective; Nocturne Common Stock to be issued in the Merger shall have been approved for listing on Nasdaq; all ancillary agreements including the Investor Rights Agreement, the Lock-Up Agreement, the Subscription Agreements (if any), the Note Purchase Agreements (if any), the Company Transaction Support Agreements, any Additional Support Agreements, the Sponsor Forfeiture Agreement shall be in full force and effect, the listed directors and officers of Nocturne shall have been removed from their respective positions or tendered their irrevocable resignations. The transaction has been unanimously approved by the respective Boards of Directors of Cognos and Nocturne. The Nocturne Board unanimously recommends that shareholders vote for the merger. Nocturne and certain existing stockholders of the company holding voting securities of the company sufficient to approve the adoption of this agreement have entered into transaction support agreements. The proposed business combination is expected to be completed in the second or third quarter of 2023. The transaction is expected to close in third quarter of 2023. As of April 3, 2023, the shareholders of Nocturne has approved the extension amendment by which Nocturne must consummate its initial business combination from April 5, 2023 to October 5, 2023. Nocturne Acquisition's extraordinary general meeting of shareholders originally scheduled for January 30, 2024 to approve the transaction is being postponed to February 6, 2024. As of February 5, 2024, the extraordinary general meeting of Nocturne will be held on February 22, 2024.

Maxim Group LLC served as sole financial advisor to Cognos in connection with the proposed business combination, and Newbridge Securities Corporation acted as financial advisor and provided fairness opinion to Nocturne Board. Barry I. Grossman of Ellenoff Grossman & Schole LLP served as legal advisor to Cognos and Yang Wang of Dechert LLP served as legal advisor and conducted legal due diligence on behalf of Nocturne. Continental Stock Transfer & Trust Company acted as transfer agent to Nocturne. Morrow Sodali LLC acted as the proxy solicitor to Nocturne and will receive a fee of $15,000 for its services. Advantage Proxy, Inc. also acted as proxy solicitor to Nocturne for a fee of $12,500. Newbridge?s compensation includes an aggregate fee of $150,000, payable as follows: (i) $15,000 upon the signing of the engagement letter; (ii) $135,000 payable upon delivery of the opinion in written form on the date requested by either the Nocturne Board, and/or the special committee. Maxim Partners will be paid a cash fee of $500,000 and in addition, $3.0 million of the success fee is being paid to Maxim through an equity issuance of a number of fully paid and nonassessable shares of Cognos Common Stock to Maxim Partners, that are exchangeable for 291,262 shares of Nocturne Common Stock.

Cognos Therapeutics Inc. cancelled the acquisition of Nocturne Acquisition Corporation (NasdaqCM:MBTC) from a group of shareholders in a reverse merger transaction on March 31, 2024. On March 31, 2024, the Outside Date passed and the Merger Agreement expired automatically pursuant to its terms. The extraordinary general meeting of the shareholders of Nocturne to vote on the proposed business combination with Cognos originally scheduled for January 30, 2024 and postponed to April 2, 2024 at 9:00 a.m. Eastern Time has been cancelled and will not be rescheduled.