REG - Cambridge Cognition - £1.12m Placing & Subscription, TVR & PDMR Dealings

Cambridge Cognition HoldingsAnnouncement

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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%

 

The independent directors, being Dr. Steven Powell, Richard Bungay and Nick
Rodgers, having consulted with Panmure Liberum Limited as the Company's
nominated adviser, consider that the participation by Brett Gordon, Debra
Leeves, Stuart Gall, Jon Kempster and Rob Baker in the Fundraising is fair and
reasonable insofar as its shareholders are concerned.

 

PDMR participation

 

Certain PDMRs of the Company have agreed to subscribe for an aggregate of
166,744 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
 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%

 

 

Admission and Settlement

 

Application has been made to London Stock Exchange plc for the Placing Shares
and the Subscription Shares to be admitted to trading on AIM ("Admission").

 

Admission is expected to take place, and dealings in the Placing Shares and
the Subscription Shares are expected to commence at 8:00 a.m. on 2 September
2025.

 

The Placing Shares and the Subscription Shares will be fully paid and will
rank pari passu in all respects with the existing Ordinary Shares.

 

Total Voting Rights

 

The Company does not currently hold any shares in treasury. Therefore, the
figure of 46,040,413 Ordinary Shares may be used by shareholders of the
Company as the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change in their
interest in, the share capital of the Company under the FCA's Disclosure
Guidance and Transparency Rules.

 

Enquiries:

 

 Cambridge Cognition Holdings plc                                     Tel: 012 2381 0700 

 Rob Baker, Chief Operating Officer & Senior Executive Director       press@camcog.com 

 Panmure Liberum Limited (NOMAD and Joint Broker)                     Tel: 020 7886 2968

 Will Goode / Freddy Crossley / Mark Rogers                           (Corporate Finance)

 Rupert Dearden                                                       (Corporate Broking)

 Dowgate Capital Limited (Joint Broker)                               Tel: 020 3903 7715 

 David Poutney / Amber Higgs                                           

 Hudson Sandler (Financial PR and IR)                                 Tel: 020 7796 4133 

 Dan de Belder / Hattie Dreyfus / Jackson Redley                      cog@hudsonsandler.com

 

Notes to Editors

 

About Cambridge Cognition

 

Cambridge Cognition is a brain health software group specialising in digital
health products that advance brain health research and treatment. Built on
rich, curated data and deep technical expertise we are building a strong
global brand with scalable technology that will support the rising world
demand for diagnosing and treating brain health. The Company creates
shareholder value through organic sales growth, strategic partnerships, joint
ventures, and spinouts.  The Company has identified four market sectors:

·    Clinical Studies for new pharmaceuticals;

·    Academic Research for scientists to understand CNS disorders;

·    Healthcare to provide physicians with cognitive assessments to allow
them to diagnose and treat patients; and,

·    Consumer Health & Wellness to provide individuals access to
accurate, reliable, and meaningful data to assess their cognitive health.

 

For further information, visit: www.cambridgecognition.com
(http://www.cambridgecognition.com/)

 

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities ("PDMRs").

 

 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  Ordinary Shares of 1p each

      Identification code

                                                                   GB00B8DV9647
 b)   Nature of transaction                                        Purchase subject to Admission of new Ordinary Shares
 c)   Price(s) and volume(s)                                       Price(s)                         Volume(s)
                                                                   27.25p per 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                                       287,896 new Ordinary Shares at 27.25p per new Ordinary Share

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      28 August 2025
 f)   Place of the transaction                                     London Stock Exchange, AIM

 

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