Executed License Agreement & Transaction Update

18 November 2025

Roquefort Therapeutics plc

("Roquefort Therapeutics" or the "Company")

Executed License Agreement & Transaction Update

Roquefort Therapeutics plc (LSE:ROQ), the Main Market listed biotech company, is pleased to announce that further to the announcements made on 8 September, 16 October and 3 November 2025, the Company has entered into a binding exclusive license agreement with Coiled Therapeutics, Inc. ("Coiled USA") and A2A Pharmaceuticals, Inc. ("A2A Pharma") regarding the worldwide exclusive rights to AO-252 (the "AO-252 License Agreement").

AO-252 is a clinical stage, novel first-in-class, first in-human new drug alternative targeting the TACC3 protein for the treatment of multiple cancers.  TACC3 is over-expressed in multiple cancers, driving chromosomal instability, metastasis, and cancer cell migration.

Highlights

· Immediate access to a clinical asset, first-in-class oncology candidate with encouraging efficacy, responses, and clinical benefit with a very benign safety profile;

· Currently undertaking a Phase I trial in the USA (trials ID: NCT06136884) in advanced solid tumours;

· Early clinical trial demonstrates tumour shrinkage with minimal side effects;

· AO-252 has strong monotherapy efficacy in preclinical models of prostate, breast, gastric, ovarian, endometrial and lung cancers and potentially less toxic approach to traditional cancer treatments like chemotherapy and other targeted therapies;

· Strong market opportunity, based on biomarker population with up to 350,000 patients in the US and Europe;

· Multiple near term value inflection points based on future data readouts; and

· Upon completion of the Transaction (as defined below), it is proposed that the name of the Company be changed to Coiled Therapeutics plc.

Transaction Details

Pursuant to the AO-252 License Agreement, Coiled USA has granted worldwide exclusive rights to AO-252 in return for an upfront consideration amount of £25.5 million to be satisfied by the issue of ordinary shares in the capital of the Company ("Ordinary Shares") to the shareholders of Coiled USA (the "Consideration Shares") subject to the satisfaction of certain conditions, including the Placing and Admission, further details of which are set out below (the "Transaction").  

As part of the proposed Transaction, the Company will (i) cancel the listing of its ordinary shares on the Equity Shares (Transition) category of the Official List of the Financial Conduct Authority (previously the Standard listing segment of the Main Market) and trading on the Main Market for listed securities of the London Stock Exchange,   (ii) make application for its ordinary share capital  to be admitted to trading on the AIM market ("Admission") and (iii) carry out an equity  placing by the issue of new ordinary shares to raise a minimum of £10.5 million conditional on Admission ("Placing"). 

The issue price of the Consideration Shares is 1.7 pence per share, adjusted for the effect of dilution of any additional Ordinary Shares on issue at Admission (excluding the Consideration Shares and Placing shares) over and above an agreed base line number of Ordinary Shares on issue of 208.5 million shares (the Company currently has 157,444,030 Ordinary Shares in issue).

Due to the number of Consideration Shares being issued relative to the Company's existing Ordinary Shares in issue, the Transaction will constitute a reverse takeover.

Completion of the AO-252 License Agreement is conditional on inter alia (i) the Placing having completed; (ii) certain individuals proposed by Coiled USA being appointed to the Board of the Company; (iii) Coiled USA changing its name to exclude the word "Coiled" or any derivatives thereof; and (iv) Admission occurring no later than 31 January 2026 (or such other date as may be agreed between the parties).

Upon completion of the Transaction it is proposed that the name of the Company be changed to Coiled Therapeutics plc. 

The Company and its advisers are currently progressing key documents relating to the Transaction, including   an AIM Admission Document which will be published in due course.

Shareholders should be aware that there is a possibility that the Transaction will not proceed.  The Company looks forward to providing shareholders with further updates on the Transaction in due course.

Deferred Consideration

In addition to the Consideration Shares, there is the potential for additional Ordinary Shares to be issued to A2A Pharma should certain market capitalisation targets be met for a period of 30 consecutive days, as follows (the "Deferred Consideration Shares"):

a) Market capitalisation of the Company being greater than or equal to £60 million: 200 million Deferred Consideration Shares;

b) Market capitalisation of the Company being greater than or equal to £90 million: a further 200 million Deferred Consideration Shares; and

c) Market capitalisation of the Company being greater than or equal to £120 million: a further 200 million Deferred Consideration Shares.

License Commercial Terms

The AO-252 License Agreement includes standard commercial terms including lump sum payments by the licensee to the licensor for the achievement of development milestones and annual net sales royalties of up to 4%.  The terms of the development milestones are summarised as follows:

i)       Initiation of a Phase II clinical study for the first product - a cash payment of US$1 million;

ii)      Initiation of a Phase III clinical study for the first product - a cash payment of US$5 million; and

iii)     Filing of an NDA for the first product in the USA - a cash payment of US$6 million.

Brokers to the Transaction

The Company has appointed Shard Capital Partners LLP to work alongside its existing broker SP Angel Corporate Finance LLP (together the "Joint Brokers") to assist with the Placing.  In addition, the Company will be appointing A2A Pharma's brokers, CPS Capital Group ("CPS Capital"), as brokers to the Placing.  CPS Capital has supported the majority of the equity fundraisings undertaken to date by both A2A Pharma and Coiled USA.

Proposed Placing

As part of the Placing, in accordance with the conditions of the AO-252 License Agreement, A2A Pharma and other investors introduced by A2A Pharma, are obliged to cornerstone the Placing with an investment of £3 million.  The Joint Brokers and CPS Capital will be assisting with raising the balance of the Placing.  Further details on the Placing will be announced in due course and contained in the Admission Document when published.

The net proceeds of the Placing will be used to progress AO-252 through clinical trials, prepare the Company's STAT-6 program for clinical trials and to provide additional working capital. 

New Highly Experienced Board

On completion of the Transaction, it is proposed that certain senior executives from A2A Pharma and Coiled USA, including Dr Sotirios Stergiopoulos and Sridhar Vempati join the Board of the Company, as Chairman and CEO respectively, to ensure that the Company has an experienced leadership team with a track record in the significant progress of AO-252 to date.  In addition to new Non-Executive Directors, it is proposed that Stephen West retain his board role in a Non-Executive Director capacity, to ensure continuity. Biographical information regarding all the proposed board members will be provided in due course.

Stephen West, Roquefort Therapeutics Chairman commented:

"This Transaction is transformative for Roquefort Therapeutics and realises our revised strategy to pivot towards targeting clinical stage assets. In securing the worldwide exclusive rights to the clinical-stage oncology asset, AO-252, we are bringing a highly promising asset into the Company, accompanied by an excellent team with a proven track record of success. This Transaction provides a clear, strategic path forward, creating a much larger and more robust entity. We are confident that the Company, with Dr Stergiopoulos and his team, will be well positioned to create value for all shareholders, as it progresses AO-252 through the clinic and advances the STAT-6 program."

Dr Sotirios Stergiopoulos, proposed Chairman commented:

"We are delighted to reach this pivotal agreement, which provides a great platform to accelerate the development of AO-252, our novel cancer therapy. The proposed Placing will provide the capital to drive our clinical trial programs forward. We believe in the potential of our science to make a meaningful difference for patients and we look forward to continuing this journey as an AIM-listed company, focused on delivering a series of value-inflection milestones for our investors."

Regulatory Information

This Announcement contains inside information for the purposes of the UK version of the market abuse regulation (EU No. 596/2014) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR").

ENDS

Enquiries:

LEI: ‎254900P4SISIWOR9RH34

For further information on Roquefort Therapeutics, please visit www.roquefortplc.com 

About Coiled USA

Coiled USA is a clinical stage oncology company and is a spin-out of A2A Pharmaceuticals, Inc. Coiled USA holds the exclusive worldwide rights to AO-252, a novel, brain-penetrant small molecule inhibitor designed to disrupt TACC3 protein-protein interactions.  Coiled USA has advanced the AO-252 program through pre-clinical development and IND approval and commenced Phase I trials in the USA (trials ID: NCT06136884).  Coiled USA is actively enrolling patients to test for safety and efficacy in patients whose cancer has progressed on other treatments.

About A2A Pharmaceuticals

A2A Pharmaceuticals is a private, well-funded company that uses proprietary computational systems, including generative AI with its SCULPT™ platform to accelerate the development of novel drug alternatives for life threatening diseases like cancer.  This enables a more efficient process than traditional trial and error approaches to drug discovery. 

A2A Pharmaceuticals aims to develop therapies to early clinical stages and then spin them out into standalone entities to progress them through clinical development.  In 2018,  A2A Pharmaceuticals spun out its MLL-Menin program to Biomea Fusion, Inc. ("Biomea Fusion"), a company that completed an IPO on Nasdaq in 2021 raising US$153 million and listing with a market capitalisation of US$464 million.  Post-IPO Biomea Fusion's market capitalisation reached a peak of over US$1 billion.

Further information on A2A Pharmaceuticals can be found at: https://www.a2apharma.com/