Filed by Nocturne Acquisition Corporation
Pursuant to Rule 425 under the Securities Act
of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Nocturne Acquisition Corporation
Commission File No.: 001-40259
Date: November 6, 2023
Cognos Announces U.S.
Patent Award for Cerebral Microdialysis
Inglewood, CA –
November 6, 2023 – Cognos Therapeutics, Inc. (“Cognos” or the “Company”), a medical technology company
focused on developing implantable smart pump technology, today announced its U.S. patent award covering an apparatus for microdialysis
of the brain, which the Company intends to develop for treatment of neurodegenerative diseases such as Alzheimer’s, Parkinson’s,
multiple sclerosis, and brain cancer using the Cognos’ Sinnais™ implantable smart pump technology platform.
“We are pleased
that the U.S. Patent Office has yet again recognized the uniqueness of our technology and granted this patent, which we hope paves the
way for an advanced, fourth modality of treatment that more directly attacks neurological targets at the source, unlike drugs that cannot
adequately get to the brain region due to the blood brain barrier. We hope that our patent will eventually enable safer and more effective
treatment of neurological diseases, such as Alzheimer’s,” said Frank Adell, Chief Executive Officer of Cognos.
Cognos intends to develop the patented technology
to enable cerebrospinal fluid (“CSF”) dialysis, where CSF is filtered from protein debris. The Company plans to pursue this
development in parallel with its primary focus of developing Sinnais™ to enable pharmaceutical companies to deliver drugs directly
to the brain region by bypassing the blood-brain barrier.
Cognos anticipates that CSF dialysis will involve
(i) a catheter placed into the ventricle of the patient’s brain, (ii) an implantable pump capable of transporting CSF containing
diseased cells associated with the neurodegenerative condition and (iii) an implantable separation device capable of dialyzing the CSF
to remove circulating diseased cells and return clean CSF back to the brain. “In a healthy patient, CSF is typically clear and free
from protein aggregates and debris. We are developing a microdialyzer to maintain the clarity and cleanliness of CSF in Alzheimer’s
patients by effectively removing protein aggregates such as beta-amyloid and tau proteins. We are currently in the early stages of development
and are gearing up to initiate the first phase of proof of concept for our brain dialysis concept, scheduled to commence next year. We
are excited about the potential impact our technology could have on Alzheimer’s patients and their families,” concluded Mr.
Adell.
According to a 2023 GlobalData
analysis, the global market for Alzheimer’s disease is projected to grow at a compound annual rate of 20.0% from $2.2 billion in
2020 to $13.7 billion in 2030. It remains an area of immense interest for both the pharmaceutical and medical device industries. In the
United States alone, the prevalence of Alzheimer’s disease affects over 6 million people, making it one of the most common neurodegenerative
conditions. The economic impact is staggering, with annual costs for care and treatment reaching hundreds of billions of dollars. On a
global scale, Alzheimer’s disease touches the lives of approximately 50 million individuals, and this number is expected to rise
with the aging population.
Cognos has an extensive
portfolio of patents and patent applications covering all key products, with over 30 exclusively owned patents that cover jurisdictions
in the U.S., Canada, Mexico, China, Europe, Australia, and Japan.
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.
About Nocturne Acquisition Corporation
Nocturne 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 Statements
This 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, 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 It
Nocturne 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 Solicitation
Nocturne, 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-Solicitation
This 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 Group
Vivian Cervantes
IR@cognosthx.com
3
Nocturne Acquisition (NASDAQ:MBTCU)
Historical Stock Chart
From Apr 2024 to May 2024
Nocturne Acquisition (NASDAQ:MBTCU)
Historical Stock Chart
From May 2023 to May 2024