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Roquefort Therapeutics plc announced that all resolutions passed at its General Meeting on 26 March 2026, approving the acquisition of an exclusive worldwide licence from Coiled Therapeutics, Inc. and a fundraise that raised gross proceeds of £8.5 million. Effective 8.00 a.m. on 27 March 2026, the company's Main Market listing will be cancelled, and 425,856,539 New Ordinary Shares will be admitted to trading on AIM under the new name Coiled Therapeutics plc. Proposed directors Dr Sotirios Stergiopoulos and Sridhar Vempati, along with current Chairman Stephen West, subscribed for an aggregate of 10,500,000 New Ordinary Shares at 10p each as part of the fundraise.
| Date | 26 Mar 2026 |
| Time | 12:08:49 |
| Category | AGMs and other meetings |
| ID | 3076Y |
This Announcement contains inside information for the purposes of Article 7 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 as amended by the European Union (Withdrawal) Act 2020 ("UK MAR").
26 March 2026
Roquefort Therapeutics plc
("Roquefort Therapeutics" or the "Company")
Result of General Meeting
Completion of Transaction
Cancellation of listing on the Main Market
Admission to trading on AIM
Roquefort Therapeutics plc (LSE:ROQ), announces that at its General Meeting held earlier today (the "GM"), all of the resolutions were duly passed.
Following the GM, the Company's acquisition of the exclusive worldwide licence of AO-252 from Coiled Therapeutics, Inc. (or "Coiled USA"), a spin out of A2A Pharma Pharmaceuticals Inc. ("A2A Pharma"), (the "Acquisition") will complete, along with the placing and subscription of New Ordinary Shares to raise gross proceeds of £8.5 million (the "Fundraise"), the Share Reorganisation and the Rule 9 Waiver (together the "Transaction") upon the admission of the Company's issued and to be issued share capital to the AIM Market of the London Stock Exchange ("AIM") at 8.00 a.m. tomorrow.
The Company's cancellation of the listing of the Company's Existing Ordinary Shares on the Equity Shares (Transition) category of the Official List of the Financial Conduct Authority and cancel the trading of its Existing Ordinary Shares on the Main Market of the London Stock Exchange will also be effective at 8.00 a.m. on 27 March 2026. Today will therefore be the last day of dealings in the Existing Ordinary Shares on the Main Market.
With effect from 8.00 a.m. on 27 March 2026, the Company's New Ordinary Shares totalling 425,856,539 will be admitted to trading on AIM under the Company's new name of Coiled Therapeutics plc.
The number of votes cast on a poll for and against each of the resolutions proposed (which included all valid proxy votes received), and the number of votes withheld was as follows:
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|
For |
Against |
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|
Resolution |
Shares |
Percentage |
Shares |
Percentage |
Withheld |
|
One (Ordinary) - Approval of the Rule 9 Waiver granted by the Takeover Panel |
34,144,036 |
99.39% |
208,300 |
0.61% |
7,170,110 |
|
Two (Ordinary) - Approval of consolidation of the Company's existing Ordinary Shares |
40,963,521 |
99.49% |
208,300 |
0.51% |
350,625 |
|
Three (Ordinary) - Approval of the sub-division and reclassification of shares into New Ordinary and Deferred Shares |
40,963,521 |
99.49% |
208,300 |
0.51% |
350,625 |
|
Four (Ordinary) - Granting of authority to the Directors to allot New Ordinary Shares and Relevant Securities |
40,794,377 |
99.08% |
377,444 |
0.92% |
350,625 |
|
Five (Ordinary) - Approval and implementation of the new Share Option Scheme |
40,586,925 |
98.58% |
583,831 |
1.42% |
351,690 |
|
Six (Special) - Approval of the disapplication of statutory pre-emption rights for share allotments |
40,794,377 |
99.08% |
377,444 |
0.92% |
350,625 |
|
Seven (Special) - Adoption of New Articles of Association |
40,963,521 |
99.49% |
208,300 |
0.51% |
350,625 |
|
Eight (Special) - Approval to capitalise share premium for the issuance of new B Shares |
40,641,377 |
98.71% |
530,444 |
1.29% |
350,625 |
|
Nine (Special) - Approval for the cancellation and repayment of the B Shares and associated share premium |
41,116,521 |
99.87% |
55,300 |
0.13% |
350,625 |
Director Participation in the Fundraise
As previously announced, the Proposed Directors, Dr Sotirios Stergiopoulos and Sridhar Vempati, and current Chairman Stephen West have participated in the Fundraise with investments of £500,000, £500,000 and £50,000 respectively. Additional information regarding these trades is provided in the table below.
Note
Capitalised terms which are not defined in this announcement have the same meaning given to them in the Company's 'Proposed Acquisition and Conditional Fundraise of £8.5 million' announcement and the Company's Admission Document, both of which were published on 2 March 2026.
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Roquefort Therapeutics plc |
+44 (0)20 3918 8633 |
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Stephen West (Chairman)
Coiled Therapeutics Inc. Sotirios Stergiopoulos (Chairman)
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Via Burson Buchanan |
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SP Angel Corporate Finance LLP (Nominated Adviser) David Hignell / Adam Cowl / Devik Mehta (Corporate Finance) Vadim Alexandre / Rob Rees (Corporate Broking)
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+44 (0)20 3470 0470
|
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Shard Capital Partners LLP (Joint Broker) Damon Heath
CPS Capital Group Pty Ltd (Joint Broker) Jason Peterson / David Valentino
|
+44 (0)20 4530 6926
+61 (0)8 9223 2222 |
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Burson Buchanan (Public Relations) Henry Harrison Topham / Jamie Hooper / Toto Berger |
+44 (0)20 7466 5000
|
About Coiled USA
Coiled USA is a clinical stage oncology company and is a spin-out of A2A Pharma. 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 Pharma
A2A Pharma is a private, 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 Pharma 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 Pharma 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 Pharma can be found at: https://www.a2apharma.com/
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
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1 |
Details of the person discharging managerial responsibilities / person closely associated |
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a) |
Name |
1. Dr Sotirios Stergiopoulos 2. Sridhar Vempati 3. Stephen West
|
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2 |
Reason for the notification |
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a) |
Position/status |
1. Proposed Executive Chairman 2. Proposed CEO 3. Executive Chairman, to become Non-Executive Director
|
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b) |
Initial notification /Amendment |
Initial |
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3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a) |
Name |
Roquefort Therapeutics plc (to be renamed Coiled Therapeutics plc on Admission) |
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b) |
LEI |
254900P4SISIWOR9RH34 |
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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 |
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a) |
Description of the financial instrument, type of instrument Identification code |
New Ordinary Shares of 1p each following the Share Reorganisation
ISIN: GB00BMDQ2T15 (GB00BSHRN331 following Admission) |
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|
b) |
Nature of the transaction |
Subscription for 10,500,000 New Ordinary Shares in aggregate pursuant to the Fundraise
|
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c) |
Price(s) and volume(s) |
|
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|
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d |
Aggregated information - Aggregated volume - Price |
- Single transactions as in 4 c) above |
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e) |
Date of the transactions |
27 March 2026 |
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|
f) |
Place of the transactions |
London Stock Exchange |
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