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Cambridge Cognition Holdings Plc

Cambridge Cognition Holdings Plc New COO and Successful fundraise

Cambridge Cognition Holdings plc (LON: COG), which develops and markets neuroscience technology to assess brain health, has today announced that Dr. Matthew Stork has agreed to join the Company as Chief Operating Officer on completion of the fundraise announced earlier today.

Matthew has expertise in a broad range of healthcare sectors including healthcare IT, diagnostic imaging, clinical service delivery, capital devices and pharmaceuticals. He has held executive roles at InHealth Group, General Electric, ArjoHuntleigh, Toshiba Medical and Smith and Nephew. It is expected that Matthew will join the Board of Directors of the Company in due course.

Commenting Steven Powell, Cambridge Cognition Holdings Chief Executive Officer, said:

“We are delighted to welcome Matthew to Cambridge Cognition – he has extensive experience in digital health and has been successful in driving growth and shareholder value. Matthew will play a key role in driving our penetration of cognitive and clinical assessment markets and to forming strong relationships with corporate partners. Matthew joins us at an exciting time – we have a record level of contracted revenue and substantial demand for our innovative offerings which will provide a platform for growth.”

The company also announced today that it has raised total gross proceeds of £2.5 million through:

– an oversubscribed placing of 3,437,500 new ordinary shares (“Placing Shares”) of 1 pence each in the capital of the Company (“Ordinary Shares”) at a price of 72 pence per Ordinary Share (the “Issue Price”); and

– a subscription for 34,723 Ordinary Shares (the “Subscription Shares”) also at the Issue Price (the “Subscription”) (the Subscription and the Placing together, the “Fundraising”).

finnCap Ltd and Dowgate Capital Limited acted as joint bookrunners to the Company (the “Bookrunners”).

Highlights

· The Fundraising has raised gross proceeds of £2.5 million at the Issue Price

· Director participation of £25,000 through the Subscription

· The Fundraising uses the Company’s existing authorities to issue the new Ordinary Shares

· Application has been made for the Placing Shares and the Subscription Shares (together, the “Fundraising Shares”) to be admitted to trading on AIM (“Admission”). It is expected that that Admission will become effective at 8.00 a.m. on 12 March 2019 and that dealings in the Fundraising Shares will commence at that time

Use of proceeds

The Company will use the net funds arising from the Fundraising, being approximately £2.3 million to accelerate expansion of the Company’s operations and strengthen its balance sheet as follows:

–       Replicate US ‘prime’ and digital health activities in the EU and Far East

£500,000

–       Expand software group for eCOA and digital health opportunities – additional sprint teams

£600,000

Core business total

£1,100,000

–       Digital intervention projects

£600,000

–       Strengthen management team and balance sheet

£600,000

Total

£2,300,000

 

Dr Steven Powell, Chief Executive Officer, Cambridge Cognition said:

“The new funding will enable us to accelerate our growth as we expand both eCOA and digital health. The funding will also allow us to strengthen the balance sheet for discussions with corporate partners and expand the management team with the addition of Matthew Stork as COO. We are grateful for the support of our existing shareholders and welcome the investment of our new investors “

Related Party Transactions

1. The participation in the Fundraising by Dr Steven Powell (CEO of the Company) and Nick Walters (CFO of the Company) for 20,834 and 13,889 Subscription Shares respectively are related party transactions under Rule 13 of the AIM Rules as they are Directors of the Company. The Independent Directors of the Company, having consulted with finnCap in its capacity as the Company’s nominated adviser for the purposes of the AIM Rules, consider the terms on which Dr Steven Powell and Nick Walters have participated in the Fundraising are fair and reasonable insofar as the Company’s shareholders are concerned.

2. The participation in the Fundraising by Brendon Street Investments Limited (“Brendon Street”) is a related party transaction under Rule 13 of the AIM Rules as Brendon Street is a substantial shareholder in the Company. The Directors of the Company, having consulted with finnCap in its capacity as the Company’s nominated adviser for the purposes of the AIM Rules, consider the terms on which Brendon Street has participated in the Fundraising are fair and reasonable insofar as the Company’s shareholders are concerned.

Expected Timetable of Principal Events

Trade Date in respect of the Placing

8 March 2019

Payment Date in respect of the Placing

11 March 2019

Settlement Date in respect of the Placing

12 March 2019

Expected date for Admission and commencement of dealings in the Fundraising Shares on AIM

Admission

Application will be made for the Fundraising Shares to be admitted to trading on the AIM market of the London Stock Exchange. Settlement for the Fundraising Shares and Admission is expected to take place at 8.00 a.m. on 12 March 2019. The Fundraising is conditional, inter alia, upon Admission becoming effective and the conditions in the placing agreement between the Company and the Bookrunners being satisfied by 8.00 a.m. on 12 March 2019 (or such later date as the Company and the Bookrunners agree, being not later than 8.00 a.m. on 29 March 2019) and the Placing Agreement not being terminated in accordance with its terms.

On Admission the Company’s issued share capital will comprise of 24,170,093 Ordinary Shares, with no Ordinary Shares held in treasury. Therefore, the total number of Ordinary Shares in the Company with voting rights will be 24,170,093. This figure may be used by shareholders in 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 to their interest in, the share capital of the Company under the FCA’s Disclosure Guidance and Transparency Rules.