24th Jun 2026 07:00
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN 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 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, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN 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 NEW 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. PLEASE SEE THE IMPORTANT INFORMATION IN THE APPENDIX TO THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
24 June 2026
Cambridge Cognition Holdings Plc
("Cambridge Cognition", the "Group" or the "Company")
Result of Placing and Posting of Circular
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.
For further information please contact:
Cambridge Cognition Holdings Plc | |
Rob Baker, Chief Executive Officer Ronald Openshaw, Chief Financial Officer | Tel: 01223 810700
|
| |
Cavendish Capital Markets Limited (Nominated adviser and Broker) | |
Geoff Nash / Elysia Bough / Joe Smith
| Tel: 020 7220 0500 |
| |
Singer Capital Markets Securities Limited (Joint Broker) | |
Amber Higgs / James Serjeant / Daniel Ingram | Tel: 020 7496 3000 |
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
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 | |
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 | 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 | |
Important notices
No person has been authorised to give any information or make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been so authorised. The making of this announcement shall not, under any circumstances, create any implication that there has not been any change in the affairs of the Company since the date of this announcement or that the information is correct as of any subsequent time.
This announcement does not constitute an offer to sell or an invitation to subscribe for, or solicitation of an offer to subscribe for or buy New Ordinary Shares to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation. Accordingly, the New Ordinary Shares may not, subject to certain exceptions, be offered or sold, directly or indirectly, in, or into, the United States of America, Canada, Australia, Japan, the Republic of South Africa or in any other country, territory or possession where to do so may contravene local securities laws or regulations. The New Ordinary Shares have not been, and will not be, registered under the Securities Act or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, the Republic of South Africa or Japan, and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, South Africa or Japan.
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated in the United Kingdom by the FCA, is acting as Nominated Adviser and Joint Broker exclusively for the Company and no one else in connection with the contents of this announcement and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the contents of this announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Cavendish by FSMA or the regulatory regime established thereunder, Cavendish accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this announcement, whether as to the past or the future. Cavendish accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this announcement or any such statement. The responsibilities of Cavendish as the Company's nominated adviser under the AIM Rules and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this announcement, or otherwise.
Singer Capital Markets Securities Limited ("Singer"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for the Company as its Joint Broker in connection with the Placing, the Subscription and the Admission and accordingly will not be responsible to any person other than the Company for providing the protections afforded to customers of Singer or for providing advice in relation to such matters.
No representation, responsibility or warranty, expressed or implied, is made by Cavendish, Singer the Company or any of their respective directors, officers, employees or agents as to any of the contents of this announcement, the Placing or any other matter referred to in this announcement. Neither Cavendish nor Singer will be offering advice and will not otherwise be responsible for providing customer protections to recipients of this announcement or for advising them on the contents of this announcement or any other matter.
The New Ordinary Shares will not be registered under the Securities Act or under the securities laws of any state of the United States and, absent registration or an exemption therefrom, may not be offered or sold in the United States. The New Ordinary Shares will not be registered under any of the relevant securities laws of Canada, Australia, Japan or the Republic of South Africa. Accordingly, unless otherwise determined by the Company and permitted by the applicable law and regulations, the New Ordinary Shares may not be, directly or indirectly, offered, sold, taken up, delivered or transferred in or into the United States, Canada, Australia, Japan or the Republic of South Africa.
Related Shares:
Cambridge Cog