COG Cambridge Cognition Holdings Plc

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN CAMBRIDGE COGNITION HOLDINGS PLC OR ANY OTHER ENTITY IN ANY SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EU (WITHDRAWAL) ACT 2018 ("MAR").

30 May 2024

Cambridge Cognition Holdings plc

("Cambridge Cognition", the "Company" or the "Group")

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.

Enquiries:

Notes to Editors

About Cambridge Cognition

Cambridge Cognition is a technology company developing digital health products to better understand, detect and treat conditions affecting brain health. The Company's software products assess cognitive health in patients worldwide to improve clinical trial outcomes, identify and stratify patients early and improve global efficiency in pharmaceutical and healthcare industries.

For further information visit: https://cambridgecognition.com/

IMPORTANT NOTICES

THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS), ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN, HONG KONG OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

This Announcement is not for public release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, Japan, Hong Kong or any other jurisdiction in which such release, publication or distribution would be unlawful.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States, or under the securities laws of Australia, Canada, the Republic of South Africa, Japan, Hong Kong or any state, province or territory thereof or any other jurisdiction outside the United Kingdom, except pursuant to an applicable exemption from the registration requirements and in compliance with any applicable securities laws of any state, province or other jurisdiction of Australia, Canada, the Republic of South Africa, Japan or Hong Kong (as the case may be).

No public offering of the Placing Shares is being made in the United States, Australia, Canada, the Republic of South Africa, Japan, Hong Kong or elsewhere.

No action has been taken by the Company, Panmure Gordon, Dowgate or any of their respective affiliates, or any of its or their respective directors, officers, partners, employees, advisers, consultants and/or agents (collectively, "Representatives") that would permit a public offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.

No offering document or prospectus will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement or the Placing and no such prospectus is required to be published.

Certain statements in this Announcement are forward-looking statements with respect to the Company's expectations, intentions and projections regarding its future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results, are forward-looking statements. Any statements contained in this Announcement that are not statements of historical fact are, or may be deemed to be, forward‐looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by these forward‐looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this Announcement. Each of the Company, Panmure Gordon and Dowgate expressly disclaims any obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by applicable law or regulation.

Panmure Gordon and Dowgate are authorised and regulated in the United Kingdom by the FCA and are acting exclusively as joint bookrunner for the Company and no one else in connection with the Placing, the contents of this Announcement or any other matters described in this Announcement. Panmure Gordon is also acting as Nominated Adviser to the Company for the purposes of the AIM Rules. Panmure Gordon and Dowgate will not regard any other person as its client in relation to the Placing, the content of this Announcement or any other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement. Panmure Gordon's responsibilities as Nominated Adviser to the Company are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.

This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of Panmure Gordon or Dowgate (apart from the responsibilities or liabilities that may be imposed by FSMA or the regulatory regime established thereunder) and/or by any of its affiliates and/or any of its Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers or any other statement made or purported to be made by or on behalf of Panmure Gordon, Dowgate and/or any of their affiliates and/or by any of their Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by Panmure Gordon, Dowgate and/or any of their affiliates and/or any of their Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefor is expressly disclaimed.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes

1.        Each of the times and dates mentioned in this announcement is subject to change by the Company (with the agreement of the Joint Bookrunners), in which event details of the new times and dates will be notified to London Stock Exchange and the Company will make an appropriate announcement to a Regulatory Information Service.

2.        References to times in this announcement are to London time unless otherwise stated.