Cognos Therapeutics Sets Path to Nasdaq Public Market Through Strategic Merger with Nocturne Acquisition Corporation

Medical device innovator Cognos Therapeutics has inked a definitive merger agreement with special purpose acquisition company Nocturne Acquisition Corporation (NASDAQ: MBTC), paving the way for the company to debut on Nasdaq. The all-stock transaction values Cognos at approximately $120 million, with Nocturne shareholders set to receive stock consideration pegged at $10.30 per share.

The SINNAIS Revolution: Reimagining Neurological Drug Delivery

At the heart of Cognos Therapeutics’ mission lies the SINNAIS Implantable Smart Pump, a next-generation platform engineered to overcome one of medicine’s most vexing challenges: delivering potent therapeutics directly to diseased brain tissue while circumventing the blood-brain barrier.

The device represents a departure from conventional approaches, enabling precise, metronomic drug administration to targeted sites within the central nervous system. This capability allows pharmaceutical compounds to achieve high concentrations at disease sites while minimizing systemic exposure and associated side effects—a critical advantage for treating notoriously difficult conditions including gliomas, brain and spinal malignancies, and degenerative neurological disorders like Alzheimer’s and Parkinson’s disease.

Cognos Therapeutics has already initiated preliminary development of complementary technologies, including a skull-mounted optical sensor designed to collect real-time clinical data from disease target sites. This sensor transmits information to cloud-based infrastructure for continuous analysis, enabling clinicians to customize drug dosing according to patient-specific disease progression patterns.

Accelerating From Research to Market

The company has begun regulatory engagement with the FDA regarding a Premarket Approval application for SINNAIS, with initial discussions centered on infusion of Infumorph into cerebrospinal fluid. Notably, Cognos Therapeutics intends to leverage the FDA’s Six-Year Rule pathway, which permits reliance on existing clinical data from previously approved applications alongside new evidence—potentially streamlining the development timeline.

Looking ahead, Cognos Therapeutics plans to develop and pursue FDA clearances for additional pump applications across multiple therapeutic areas and clinical indications, with leptomeningeal carcinomatosis identified as an initial target. In parallel, the company is positioning for European market entry through CE marking certification.

Public Market Access and Growth Catalyst

Cognos Therapeutics’ transition to public company status through this merger is anticipated to unlock enhanced capital market access, furnishing the resources required to accelerate clinical development and bring its proprietary platform to patients in need. The transaction has secured unanimous board approval from both organizations and remains contingent upon shareholder ratification and standard closing conditions. Completion is anticipated during the second or third quarter of 2023.

Frank Adell, Co-Founder and CEO of Cognos Therapeutics, characterized the partnership as transformative: “The blood-brain barrier represents the critical barrier preventing modern pharmaceuticals from reaching their full therapeutic potential for brain-based diseases. Our SINNAIS Implantable Smart Pump addresses this fundamental challenge by delivering concentrations where they matter most—directly at disease sites—with minimal off-target exposure.”

Henry Monzon, CEO of Nocturne, underscored the strategic rationale: “Following more than 15 years of research and development, Cognos Therapeutics has constructed a compelling blueprint for targeted neurological intervention. SINNAIS possesses the potential to establish a new standard in implantable drug delivery, offering physicians unprecedented precision for managing persistent brain tumors and other neurological pathologies.”