Nocturne Acquisition today announced a definitive business combination agreement with Cognos Therapeutics, a medical technology company focused on developing 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 adjustments), with each 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 SPAC raised $100 million in a March 2021 IPO with plans at that time to focus on targets bringing to market disruptive technologies in the blockchain/crypto and artificial intelligence technology sectors.
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.
Maxim served as sole financial advisor to Cognos in connection with the proposed merger, and Newbridge Securities provided independent valuation advisory services to Nocturne. Ellenoff Grossman & Schole served as legal advisor to Cognos and Dechert served as legal advisor to Nocturne. Read more.
