Cambridge Cognition - £1.12m Placing & Subscription, TVR & PDMR Dealings
28/08/2025 10:45
RNS Number : 0688X
Cambridge Cognition Holdings PLC
28 August 2025
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.
28 August 2025
Cambridge Cognition Holdings plc
("Cambridge Cognition", the "Company" or the "Group")
Placing and Subscription raising approximately £1.12 million,
Total Voting Rights and PDMR Dealings
Cambridge Cognition Holdings plc (AIM: COG), the brain health software group specialising in digital health products that advance brain health research and treatment, is pleased to announce that following the announcement of its interim results for the six months ended 30 June 2025 earlier this morning and in response to shareholder demand, it has raised gross proceeds of approximately £1.12 million by way of a placing and a subscription (together, the "Fundraising").
In aggregate 4,100,000 new ordinary shares of 1p each ("Ordinary Shares") in the capital of the Company have been subscribed for on a non-pre-emptive basis and at a price of 27.25p per share (the "Issue Price"). The Company intends to use the net proceeds of the Fundraising, being approximately £1.06 million, for general working capital purposes and to strengthen its balance sheet.
A total of 1,118,226 new Ordinary Shares (the "Placing Shares") have been placed with existing institutional investors at the Issue Price to raise gross proceeds of approximately £0.31 million. In addition, a substantial shareholder of the Company (as defined in the AIM Rules) as well as certain directors and persons discharging managerial responsibilities ("PDMRs") of the Company have agreed to subscribe for, in aggregate, 2,981,774 new Ordinary Shares (the "Subscription Shares") at the Issue Price raising gross proceeds of approximately £0.81 million.
The Issue Price represents a premium of approximately 4.81% to the closing mid-market price of 26p per existing Ordinary Share on 27 August 2025, being the last trading day prior to the publication this announcement. The Placing Shares and Subscription Shares, in aggregate, represent approximately 9.78% of the existing issued ordinary share capital of the Company.
Dowgate Capital Limited ("Dowgate") is acting as sole placing agent to the Company in respect of the Fundraising.
Dr. Steven Powell, Chairman of Cambridge Cognition, said:
"This equity issue has been undertaken to strengthen the Company's working capital position and allow the Board and management to focus completely on driving sales to bring Cambridge Cognition to sustained profitability and cash flow.
"We are grateful for the support of key shareholders and members of the board and management who share our view that the current share price does not represent the underlying value of the business and are prepared to subscribe for shares at a premium to the market price."
Details of the Fundraising
Structure
The Company has raised gross proceeds of approximately £1.12 million from a placing with existing institutional investors and a subscription with a substantial shareholder of the Company (as defined by the AIM Rules) as well as certain directors and PDMRs of the Company. The Placing Shares and the Subscription Shares will be allotted and issued, for cash on a non-pre-emptive basis, using the Company's existing share authorities that were granted at the general meeting of the Company held on 27 June 2025.
Placing
The Company has raised gross proceeds of £304,717 through the placing of the Placing Shares at the Issue Price. The placing is subject to certain customary conditions and termination rights set out in a placing agreement entered into between the Company and Dowgate.
Subscription
The Company has raised gross proceeds of £812,533 through a subscription with a substantial shareholder of the Company (as defined by the AIM Rules) as well as certain directors and PDMRs of the Company for the Subscription Shares at the Issue Price. The subscription is subject to the conditions and termination rights set out in the relevant subscription agreements entered into between the Company and the subscribers.
Related Party Transactions
Brett Gordon, a substantial shareholder of the Company (as defined in the AIM Rules), has agreed to subscribe for 2,693,878 Subscription Shares at the Issue Price. The participation by Brett Gordon in the Fundraising constitutes a related party transaction pursuant to AIM Rule 13 of the AIM Rules.
On Admission, Brett Gordon will hold an aggregate beneficial interest in 7,148,878 Ordinary Shares, representing approximately 15.53% of the enlarged issued share capital of the Company.
Additionally, the following directors of the Company, being Debra Leeves, Stuart Gall, Jon Kempster, and Rob Baker have agreed to subscribe for an aggregate of 121,152 Subscription Shares at the Issue Price as set out below.
| Director | Role | New Ordinary Shares being subscribed for | Total Ordinary Shares held on Admission | Percentage of enlarged issued share capital on Admission |
| Debra Leeves | Non-Executive Director | 29,400 | 143,150 | 0.31% |
| Stuart Gall | Non-Executive Director | 36,700 | 105,450 | 0.23% |
| Jon Kempster | Non-Executive Director | 36,700 | 36,700 | 0.08% |
| Rob Baker | Chief Operating Officer & Senior Executive Director | 18,352 | 18,352 | 0.04% |
| Director | Role | New Ordinary Shares being subscribed for | Total Ordinary Shares held on Admission | Percentage of enlarged issued share capital on Admission |
| Ronald Openshaw | Chief Financial Officer & Head of Corporate Development | 91,744 | 91,744 | 0.20% |
| Ricky Dolphin | Chief Technology Officer | 50,000 | 170,591 | 0.37% |
| Simon McKeating | Finance Director & Company Secretary | 25,000 | 25,000 | 0.05% |
|
| 1 | Details of the person discharging managerial responsibilities | ||
| a) | Name | 1.Debra Leeves 2. Stuart Gall 2.Jon Kempster 4.Rob Baker 5. Ronald Openshaw 6. Ricky Dolphin 7. Simon McKeating | |
| 2 | Reason for the notification | ||
| a) | Position/status | 1. Non-Executive Director 2. Non-Executive Director 3. Non-Executive Director 4.Chief Operating Officer & Senior Executive Director 5. Chief Financial Officer and Head of Corporate Development 6. Chief Technology Officer 7. Finance Director | |
| b) | Initial notification /Amendment | Initial Notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | Cambridge Cognition Holdings plc | |
| b) | LEI | 213800SZKDIN122EPA96 | |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 1p each GB00B8DV9647 | |
| b) | Nature of transaction | Purchase subject to Admission of new Ordinary Shares | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| 27.25pper new Ordinary Share | 1.29,400 2.36,700 3.36,700 4.18,352 5. 91,744 6. 50,000 7. 25,000 | ||
| Aggregated information - Aggregated volume - Price | 287,896 new Ordinary Shares at 27.25pper new Ordinary Share | ||
| e) | Date of the transaction | 28 August 2025 | |
| f) | Place of the transaction | London Stock Exchange, AIM | |
Recent news on Cambridge Cognition Holdings
See all newsBrief: Cambridge Cognition Announces Retail Offer Of New Ordinary Shares At 35 Pence/Share
Cambridge Cognition - Retail Offer
Cambridge Cognition - Result of Placing & Posting of Circular
Brief: Cambridge Cognition To Raise Minimum £2.5 Mln Via Placing & Subscription At 35p Per Share
Cambridge Cognition - Proposed Equity Fundraising and Retail Offer