TIDMCOG
RNS Number : 3110M
Cambridge Cognition Holdings PLC
11 January 2023
Cambridge Cognition Holdings Plc
(" Cambridge Cognition" or the "Company")
Acquisition of Winterlight Labs Inc
Cambridge Cognition builds a leading position in vocal biomarker
technology
for clinical trials with the acquisition of Winterlight
Highlights
-- Acquisition of Winterlight, a leader in monitoring cognitive
impairment through free-speech analysis
-- Significantly enhances Cambridge Cognition's expertise and
position in voice-based assessments
-- The market for speech-based biomarkers for all conditions is
reported to be growing at 66% per annum and, is predicted to be
around US$220 million by 2026(1)
-- Total consideration for the Acquisition is GBP7.0 million,
comprising a cash payment of GBP3.0 million and GBP4.0 million in
Cambridge Cognition shares
-- Limited overlap with Cambridge Cognition's existing customer
base, potential to cross-sell and generate further revenue
growth
-- Potential to add more than GBP2.0 million to Cambridge
Cognition's revenue in 2023 with considerable further growth in
2024
Cambridge Cognition (AIM: COG), which develops and markets
digital solutions to assess brain health, is pleased to announce
the acquisition of Winterlight Labs Inc ("Winterlight") , a leader
in monitoring cognitive impairment through free-speech analysis
(the "Acquisition"). The total consideration for the Acquisition is
GBP7.0 million, comprising a cash payment of GBP3.0 million and
GBP4.0 million in Cambridge Cognition shares.
Winterlight, based in Toronto, Canada, focuses on
machine-learning based voice assessments, using free-speech inputs
or those that require deductive reasoning or interpretation. These
are widely used in clinical trials. Winterlight has its origins in
the Computational Linguistics department at the University of
Toronto, which developed novel methods of analysing speech that
were first patented in 2007. In 2015 it spun out Winterlight, led
by two entrepreneurial team members and supported by a leading
professor in the field. Winterlight raised angel and venture
capital funding, invested considerably in new applications and
clinical validation, and built a business with over 20
pharmaceutical and healthcare customers over the past 7 years.
Both Cambridge Cognition and Winterlight share a common goal of
developing digital health products to better understand, detect and
treat conditions affecting brain health. The capabilities of the
combined organisation will create a company with strengths across
technology platforms for screen-based, structured voice-based and
free-speech based cognitive assessments for clinical trials. The
combined company is well positioned to secure a market leading
position with voice biomarker technology for clinical trials, with
further potential for healthcare applications in the future.
The market for voice biomarkers for all conditions is reported
to be growing at 66% per annum and, starting from a modest base, is
predicted be around US$220 million by 2026(1) . Furthermore,
Cambridge Cognition commissioned extensive market research for
voice solutions in 2022 and estimate that the market opportunity
for those currently provided by Winterlight specifically could
exceed US$30 million by 2027.
Strategic rationale for the Acquisition
To date, Cambridge Cognition's approach to voice technology has
been focussed on replicating structured short - that is one or two
word - verbal assessments that incorporate novel intellectual
property. This has enabled the Company to scale delivery of
well-validated cognitive tests.
With the Acquisition, Cambridge Cognition is adding to its
existing portfolio of leading screen-based cognitive assessments
and structured voice-based cognitive assessments with the
complementary free-speech and vocal biomarker technology of
Winterlight. Winterlight's 28 staff, with complementary and
additional expertise in voice solutions and machine learning, are
joining Cambridge Cognition. Taken together, the Acquisition
significantly enhances Cambridge Cognition's expertise and position
in voice-based assessments.
Winterlight has an excellent and growing portfolio of customers
including five of the top 10 life sciences companies globally,
using its technology to measure disease progression and response to
therapy. It has limited overlap with Cambridge Cognition's existing
customer base, providing the potential to cross-sell and generate
further revenue growth.
The combined offering will support the Company's growth
ambitions with the opportunity to further diversify its revenue
stream. Over the longer-term, combining the results of Cambridge
Cognition's existing digital cognitive assessments with
Winterlight's free-speech cognitive assessments presents an
exciting opportunity to create a multi-modal biomarker with greater
levels of sensitivity to help assess and potentially support the
treatment of CNS disorders.
Terms of the Acquisition
The total consideration for the Acquisition is GBP7.0 million,
comprising a cash payment of GBP3.0 million and GBP4.0 million in
Cambridge Cognition shares. The total consideration was based on
Winterlight's forecast 2023 revenues from their existing and
growing contracted order book.
The cash consideration of GBP3.0 million is being funded from
the Company's existing cash resources, which were approximately
GBP8.3 million as of 31 December 2022.
The GBP4.0 million share consideration comprises the issue of
3,445,595 new ordinary shares of 1p each in the Company ("New
Ordinary Shares") at a price of 116.09 pence per share, the volume
weighted average price of the Company's shares on the London Stock
Exchange over the 20 trading days up to 5 January 2023. On
Admission, further described below, the New Ordinary Shares will
represent approximately 10.0% of the Company's total issued
capital. The New Ordinary Shares will be subject to a six-month
lock-in period and an orderly marketing agreement thereafter.
For the year ended 31 December 2022, Winterlight generated
revenue of GBP1.0 million and reported a loss before tax of GBP2.1
million. Winterlight's gross assets are approximately GBP0.7
million. Winterlight had a contracted order book of GBP2.5 million
as of 31 December 2022, with approximately 35% expected to be
recognised as revenue in 2023.
It is expected that the Company will continue to invest in the
Winterlight solutions, further developing its proprietary products
and integrating with the existing Cambridge Cognition solutions.
With a larger team, the combined business has a strengthened sales
and marketing resource that is anticipated to generate new
opportunities. The combined entity aims to retain all existing
employees whilst making modest non-employee related cost
savings.
With a strong contracted order book already in place and third
party commercial due diligence reporting outstanding customer
feedback along with the potential to drive additional sales across
the combined product portfolio, this presents an exciting growth
opportunity for Cambridge Cognition. It has the potential to add
more than GBP2.0 million to Cambridge Cognition's revenue in 2023
with considerable further growth in 2024.
The Company's performance for 2022 is expected to be in line
with the market expectations and the Company anticipates releasing
a trading update for the year ended 31 December 2022 in the week
commencing 30 January 2023.
Commenting, Matthew Stork, Chief Executive Officer of Cambridge
Cognition, said:
"Having developed short speech-based cognitive assessments for
several years, we have seen the considerable potential for longer
free-speech assessments. There is a major opportunity over the
medium term for growth in this field and it is important to be an
early entrant to secure a strong position for the future.
Winterlight has established itself as a leader in monitoring
cognitive impairment through free-speech analysis, as confirmed by
extensive external market research. With this acquisition, we can
now offer many of the verbal cognitive assessments used in clinical
trials giving us the potential for major growth in the coming
years. We look forward to welcoming our new colleagues at
Winterlight so that together we can build on our combined expertise
in voice technology to drive innovation in clinical trials."
Liam Kaufman, Cofounder of Winterlight Labs, said:
"For nearly 8 years as a company and many years before within
the University of Toronto, Winterlight has worked to develop
speech-based digital biomarkers for healthcare and clinical trials.
I am incredibly proud of what we have engineered, validated and
delivered to our life science partners. This transaction opens an
exciting new chapter for Winterlight. We bring to Cambridge
Cognition proprietary free-speech analysis technology and a
dedicated team that are experts in the field. We are looking
forward to being a part of Cambridge Cognition and together we can
build a leading position in vocal biomarker technology."
Admission and Total Voting Rights
Application has been made for the New Ordinary Shares to be
admitted to trading on the AIM market of the London Stock Exchange
("Admission"). Admission is expected to take place at 8.00 a.m. on
or around 16 January 2023.
On Admission the Company's issued share capital will comprise of
34,615,688 Ordinary Shares, with no Ordinary Shares held in
treasury. Therefore, the total number of Ordinary Shares in the
Company with voting rights will be 34,615,688 . 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.
References
(1.) Coherent Market Insights, 2019
For further information, contact:
Cambridge Cognition Holdings Plc Tel: 012 2381 0700
Matthew Stork, Chief Executive Officer press@camcog.com
Stephen Symonds, Chief Financial Officer
Panmure Gordon (UK) Limited (NOMAD and Joint Tel: 020 7886 2968
Broker) (Corporate Finance)
Freddy Crossley / Emma Earl (Corporate Broking)
Rupert Dearden
Dowgate Capital Limited (Joint Broker) Tel: 020 3903 7715
David Poutney / James Serjeant
IFC Advisory Ltd (Financial PR and IR) Tel: 020 3934 6630
Tim Metcalfe / Graham Herring / Zach Cohen
Notes to Editors
About Cambridge Cognition
Cambridge Cognition is a 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 improve global
efficiency in pharmaceutical and healthcare industries.
For further information visit www.cambridgecognition.com
About Winterlight
Winterlight was spun out of Toronto University in 2015 with a
proprietary, tablet-based technology that assesses cognitive health
(including memory, thinking, and reasoning) by analysing hundreds
of language markers from short snippets of speech.
For further information visit https://winterlightlabs.com/
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ACQFLFVALTIILIV
(END) Dow Jones Newswires
January 11, 2023 02:00 ET (07:00 GMT)
Cambridge Cognition (AQSE:COG.GB)
Gráfica de Acción Histórica
De Nov 2024 a Dic 2024
Cambridge Cognition (AQSE:COG.GB)
Gráfica de Acción Histórica
De Dic 2023 a Dic 2024
