Result of Placing & Posting of Circular
Cambridge Cognition Holdings Plc has conditionally raised approximately £2.54 million through a placing and subscription of shares at 35.0 pence per share, with an additional retail offer planned to raise up to £0.5 million. Directors and senior management are participating in the subscription, with substantial shareholders also investing £875,000 and £265,000 respectively. The company will post a circular to shareholders on June 24, 2026, detailing these arrangements and a general meeting to approve the resolutions, with admission of the new shares expected on July 13, 2026.
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Cambridge Cognition (AIM: COG), the neuroscience technology company whose digital cognitive assessments drive scientific discovery, accelerate drug development and improve patient care, is pleased to announce that, further to the announcement made on 23 June 2026 regarding the Equity Fundraising (the "Equity Fundraising Announcement"), it has conditionally raised approximately £2.54 million (before expenses) via the placing of 4,502,362 Placing Shares and the issue of 2,766,900 Subscription Shares at the Issue Price of 35.0 pence per share.
In addition, the Company intends to provide existing retail shareholders with the opportunity to participate via the Retail Offer to raise up to £0.5 million. The terms of the Retail Offer will be announced at 07.01 a.m. on 24 June 2026 (the "Retail Offer Announcement") and will be open to eligible investors in the United Kingdom from 07.05 a.m. on 24 June 2026. It is expected that the Retail Offer will be closed at 4.30 p.m. on 29 June 2026. Further information of the Retail Offer will be set out in the Retail Offer Announcement.
Director Participation
The following Directors of the Company have agreed to subscribe for Subscription Shares at the Issue Price as set out below.
| Director | Role | New Ordinary Shares being subscribed for | Total Ordinary Shares held on Admission | % of Enlarged Issued Share Capital on Admission |
|---|---|---|---|---|
| Rob Baker | Chief Executive Officer | 11,500 | 29,852 | 0.05% |
| Ronald Openshaw | Chief Financial Officer | 114,300 | 206,044 | 0.37% |
| Stuart Gall | Non-Executive Director | 28,600 | 134,050 | 0.24% |
| Jon Kempster | Non-Executive Director | 28,600 | 65,300 | 0.12% |
| Nick Rodgers | Non-Executive Director | 28,600 | 79,892 | 0.14% |
In addition, to the above, certain senior member of management of the Company have agreed to subscribe for, in aggregate, 55,300 Subscription Shares at the Issue Price.
The notifications below, made in accordance with the requirements of the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 and as modified by or under the European Union (Withdrawal) Act 2018 or other domestic law, provide further detail.
Related Party Transaction
Both Brett Gordon and Nigel Wray participated in the Subscription and Placing for £875,000 and £265,000 respectively. Under the AIM Rules, Brett Gordon and Nigel Wray are each a related party of the Company by virtue of each being a substantial shareholder of the Company, holding 15.36 per cent. and 10.78 per cent. respectively of the Company's issued Ordinary Share capital as at the date of this announcement (the "Substantial Shareholders"). Their respective participations in the Subscription and Placing each constitute a related party transaction for the purposes of AIM Rule 13.
The Directors consider, having consulted with the Company's nominated adviser, Cavendish, that the terms of the proposed participation by the Substantial Shareholders in the Equity Fundraising are fair and reasonable insofar as the Company's shareholders are concerned.
General Meeting
The Placing, the Subscription and the Retail Offer are conditional on, inter alia, the passing of the Resolutions by Shareholders at the General Meeting, notice of which is set out at the end of the Circular.
The Circular, including the Notice of General Meeting, will be posted to Shareholders on 24 June 2026, and will also be made available on the Company's website at https://cambridgecognition.com/.
Admission, settlement and dealings
Following the completion of the Retail Offer, and subject to the passing of the Resolutions, application will be made to the London Stock Exchange plc for the admission of the New Shares to trading on AIM and it is expected that Admission will occur at 8.00 a.m. on 13 July 2026.
Capitalised terms in this announcement, unless otherwise defined, shall have the same meaning as in the Equity Fundraising Announcement.
Details of the person discharging managerial responsibilities
| a) | Name | 1. Rob Baker 2. Ronald Openshaw 3. Stuart Gall 4. Jon Kempster 5. Nick Rodgers 6. Ricky Dolphin | |
| 2 | Reason for the notification | ||
| a) | Position/status | 1. Chief Executive Officer 2. Chief Financial Officer 3. Non-Executive Director 4. Non-Executive Director 5. Non-Executive Director 6. PDMR | |
| b) | Initial notification /Amendment | Initial Notification | |
| a) | Name | Cambridge Cognition Holdings plc | |
| b) | LEI | 213800SZKDIN122EPA96 | |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 1p each GB00B8DV9647 | |
| b) | Nature of transaction | Subscription subject to Admission of New Shares | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| 35.0p per New Share | 1. 11,500 2. 114,300 3. 28,600 4. 28,600 5. 28,600 6. 25,000 | ||
| Aggregated information - Aggregated volume - Price | 236,600 new Ordinary Shares at 35.0p per New Share | ||
| e) | Date of the transaction | 23 June 2026 | |
| f) | Place of the transaction | London Stock Exchange, AIM |
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