Cambridge Cog Regulatory News (COG)

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN, 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, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF CAMBRIDGE COGNITION HOLDINGS PLC IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN 

Cambridge Cognition Holdings Plc

('Cambridge Cognition' or the 'Company')

Fundraising to raise £2.5 million

Cambridge Cognition Holdings plc, which develops and markets neuroscience technology to assess brain health, today announces 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:

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

Admission

Application will be made for the Fundraising Shares to be admitted to trading on the AIM market ("AIM") 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 (the "Placing Agreement") 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.

Enquiries

About Cambridge Cognition

Cambridge Cognition is a neuroscience technology company developing digital health products to better understand, detect and treat conditions affecting brain health. The company's software products assess cognitive health in patients worldwide to improve clinical trial outcomes, identify and stratify patients early, and reduce global R&D and healthcare costs.

For further information visit www.cambridgecognition.com

Forward-Looking Statements

This announcement contains forward-looking statements. These statements relate to the Group's future prospects, developments and business strategies. Forward-looking statements are identified by their use of terms and phrases such as "potential", "estimate", "expect", "may", "will" or the negative of such terms and phrases, variations or comparable expressions, including references to assumptions. The forward-looking statements in this announcement are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. These forward-looking statements speak only as at the date of this announcement. No statement in this announcement is intended to constitute a profit forecast or profit estimate for any period. Neither the Directors nor the Company undertake any obligation to update forward-looking statements other than as required by the AIM Rules or by the rules of any other securities regulatory authority, whether as a result of new information, future events or otherwise.

Important Information

This announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Fundraising Shares is being made in any such jurisdiction.

All offers of the Fundraising Shares will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus. In the United Kingdom, this announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not apply.

The Fundraising Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Fundraising or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Fundraising Shares and the Fundraising Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Fundraising Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

The Bookrunners are authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and are acting exclusively for the Company and no one else in connection with the Fundraising, and the Bookrunners will not be responsible to anyone (including any placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Fundraising or any other matters referred to in this announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Bookrunners or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

No statement in this announcement is intended to be a profit forecast or estimate, and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.