Result of Placing and Subscription

Cambridge Cognition Holdings plc (AIM: COG), which develops and markets digital solutions to assess brain health, is pleased to announce the completion of the Bookbuild, following the announcement of the proposed Fundraising made on 29 May 2024. The Company has conditionally raised approximately £2.5 million (before expenses) by way of a Placing and a Subscription of in aggregate 6,250,000 New Shares at the Issue Price of 40 pence per share. The Issue Price represents a discount of approximately 10.1 per cent. to the closing middle market price of 44.5 pence per ordinary share on 28 May 2024.

A total of 5,312,500 Placing Shares have been conditionally placed at the Issue Price to raise gross proceeds of £2.1 million. In addition, an existing Shareholder has conditionally agreed to subscribe for 937,500 Subscription Shares as part of the Subscription at the Issue Price raising gross proceeds of approximately £0.4 million.

The Company has also announced details of an Open Offer to be made to Qualifying Shareholders to subscribe for an aggregate of up to 311,057 Open Offer Shares at the Issue Price, to raise additional gross proceeds of up to approximately £125,000 on the basis of 1 Open Offer Share for every 113 Existing Ordinary Shares held at the Record Date. Qualifying Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares through the Excess Application Facility.

Completion of the Placing, Subscription and Open Offer remain conditional upon, inter alia, the approval by Shareholders of the Resolutions to be proposed at a General Meeting of the Company expected to be convened and held at 9:00 a.m. on 17 June 2024 and Admission occurring. The Placing is also conditional upon the Placing and Open Offer Agreement between the Company, Panmure and Dowgate becoming unconditional and not being terminated in accordance with its terms.

Use of proceeds

The Company intends to use the net proceeds of the Fundraising (excluding the Open Offer), being approximately £2.1 million for growth and technical and business development activities to explore healthcare opportunities and working capital purposes, including expansion of the Company’s commercial team to support greater reach and management of key relationships; continuation of development projects and provision of balance sheet strength. Any excess funds raised pursuant to the Open Offer will be applied towards working capital needs and balance sheet strength.

Related Party Transaction and Director Participation

Certain Directors of the Company, being Steven Powell, Matthew Stork, Debra Leeves and Stuart Gall, all of which are deemed to be a Related Party pursuant to Rule 13 of the AIM Rules for Companies, have conditionally agreed to subscribe for an aggregate of 155,000 Placing Shares at the Issue Price as set out below (“Related Party Transaction”). Following completion of the Placing, the Subscription and the Open Offer (assuming subscription for Open Offer Shares in full), the above Directors will hold an aggregate interest in 602,825 Ordinary Shares, representing approximately 1.45 per cent. of the Enlarged Share Capital of the Company.

Richard Bungay, Nick Rodgers and Stephen Symonds, being the Directors who are independent of the Related Party Transaction, having consulted with the Company's nominated adviser, Panmure, consider that the terms of the Related Party Transaction are fair and reasonable insofar as its shareholders are concerned.

Admission and Settlement

Application will be made to the London Stock Exchange for the Placing Shares, the Subscription Shares and the Open Offer Shares as are subscribed for to be admitted to trading on AIM.

Subject to, amongst other things, approval of the Resolutions at the General Meeting, EIS/VCT Admission is expected to take place, and dealings in the EIS/VCT Shares, are expected to commence, at 8:00 a.m. on 18 June 2024 (or such later time and/or date as may be agreed between the Company and the Joint Bookrunners, being no later than 8:00 a.m. on 31 July 2024). 

Subject to, amongst other things, approval of the Resolutions at the General Meeting, General Admission is expected to take place, and dealings in the General Placing Shares, the Subscription Shares and such number of Open Offer Shares as are subscribed for are expected to commence, at 8:00 a.m. on 19 June 2024 (or such later time and/or date as may be agreed between the Company and the Joint Bookrunners, being no later than 8:00 a.m. on 31 July 2024).

Upon Admission, and assuming full take up of the Open Offer Shares, the Enlarged Share Capital is expected to be 41,710,429 Ordinary Shares. On this basis, the New Shares will represent approximately 15.7 per cent. of the Enlarged Share Capital.

Posting of Circular

A Circular to shareholders containing details of the Fundraising, including the Open Offer and the terms and conditions on which it is being made (including the procedure for application and payment) and convening the General Meeting, is expected to be posted by 6:00 p.m. on 31 May 2024 and will also be available on the Company's website around the same time (https://cambridgecognition.com/).

Matthew Stork, CEO of Cambridge Cognition commented: “2024 will be a year of driving commercialisation and profitability for Cambridge Cognition. We have made good progress already, strengthening our commercial team with experienced new hires and also reducing R&D and operating costs.  With the successful fundraising we are announcing today, we are continuing to invest in further growth and also supporting working capital. We are focused on executing our growth strategy and delivering sustainable long-term profitability.”

Unless otherwise stated, capitalised terms not otherwise defined in the text of this announcement have the same meanings ascribed to them as in the "Proposed Placing, Subscription and Open Offer" announcement published by the Company on 29 May 2024. The expected timetable of the principal events is set out in the Appendix of this announcement.

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