Cognos Therapeutics Inc. executed a definitive business combination agreement to acquire Nocturne Acquisition Corporation (NasdaqCM:MBTC) from Nocturne Sponsor, LLC, Polar Asset Management Partners Inc., Periscope Capital Inc, Sea Otter Advisors LLC and others for approximately $120 million in a reverse merger transaction on December 30, 2022. Under the terms of the transaction, Nocturne will issue 11.65 million shares to Cognos as consideration subject to closing adjustments. Certain outstanding options and warrants to acquire capital stock of Cognos would be assumed by Nocturne. Subsequent to the execution of this Agreement, Nocturne may enter into one or more Subscription Agreements with the PIPE Investors.

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 transaction is subject to waiting period under the HSR Act shall have expired or been terminated, Nocturne shall have at least $5,000,001 of net tangible assets, PIPE Investment and the Note Investment shall have each been consummated, Registration Statement shall have become effective, Nocturne Common Stock to be issued in the Merger shall have been approved for listing on Nasdaq, Ancillary Agreements shall be in full force and effect, directors and officers of Nocturne shall have tendered their irrevocable resignations and other customary closing conditions. 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. 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. The transaction is expected to close in 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. Barry I. Grossman of Ellenoff Grossman & Schole LLP served as legal advisor to Cognos and Yang Wang of Dechert LLP served as legal advisor to Nocturne. Continental Stock Transfer & Trust Company acted as transfer agent to Nocturne. Morrow Sodali LLC acted as the information agent to Nocturne and will receive a fee of $15,000 for its services.