AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • January 4th, 2023 • Nocturne Acquisition Corp • Blank checks • New York
This Agreement and Plan of Merger and Reorganization (this “Agreement”) is made and entered into as of December 30, 2022, by and among (i) Nocturne Acquisition Corporation, a Cayman Islands exempted company listed on the Nasdaq Stock Market (which shall transfer by way of continuation to and domesticate as a Delaware corporation prior to the Closing (as defined below), “Nocturne”), (ii) Cognos Therapeutics, Inc., a corporation incorporated in the State of Delaware (the “Company”), and (iii) Nocturne Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nocturne (“Merger Sub”). Each of Nocturne, the Company, and Merger Sub is also referred to herein as a “Party” and, collectively, as the “Parties.”
