08 sep 25   roquefort theraptcs. - proposed acquisition of clinical stage company roquefort therapeutics plc | roq | 1.6 0 0.0% | mkt cap: 2.60m    rns number : 3792y roquefort therapeutics plc 08 september 2025   8 september 2025 roquefort therapeutics plc ("roquefort therapeutics" or the "company")   proposed acquisition of clinical stage company transformative acquisition for roquefort therapeutics   roquefort therapeutics plc (lse:roq), the main market listed biotech company, is pleased to announce that it has entered into head of terms ("term sheet") to acquire 100% of the issued capital of coiled therapeutics, inc. ("coiled usa") by way of a reverse takeover (the "transaction").   highlights ·    acquisition of coiled usa for an upfront amount of £30 million, payable in shares ·    coiled usa is a spin-out from a2a pharmaceuticals which holds exclusive worldwide rights to ao-252 ·    ao-252 is a novel first-in-class, first-in-human new drug alternative targeting the tacc3 protein for the treatment of cancer ·    previous company spun out from a2a pharmaceuticals, biomea fusion, reached a peak market capitalisation of over us$1 billion ·    ao-252 is currently in a phase i trial in the usa (trials id: nct06136884) in advanced solid tumours and is showing encouraging efficacy, responses, and clinical benefit with a very benign safety profile ·    ao-252 has shown strong efficacy in preclinical models of multiple solid tumours as a more precise and potentially less toxic approach to traditional cancer treatments like chemotherapy and other targeted therapies ·    coiled usa plans to start dose expansion studies in q4 2025 and enrol a sufficient number of patients in 2026 to plan for phase 3 registrational trials ·    looking to progress the company's existing stat-6 program through ind into phase i clinical trials ·    a2a pharmaceuticals and its investors are committed to providing the majority of the funding requirement over the next two years with an investment of  £6 million ·    the term sheet is binding as to exclusivity until 31 january 2026 and may only be cancelled early upon payment of a termination fee of us$1 million ·    prior to completion of the transaction, roquefort therapeutics intends to carve-out lyramid pty ltd and the mk cell program for the benefit of existing shareholders ·    upon completion of the transaction it is proposed that the name of the company be changed to coiled therapeutics plc ·    the transaction was introduced to a2a pharmaceuticals and managed by perth based stockbroker and corporate advisory firm, cps capital group pty ltd   about coiled usa coiled usa is a clinical stage oncology company and is a spin-out of a2a pharmaceuticals, inc. ("a2a pharmaceuticals"). coiled usa, through a2a pharmaceuticals, holds the exclusive worldwide rights to ao-252, a novel, brain-penetrant small molecule inhibitor designed to disrupt tacc3 protein-protein interactions.  tacc3, or transforming acidic coiled-coil containing protein 3, is a protein over-expressed in multiple cancer cells and has important roles in dna damage repair, dna replication/transcription, immunity and mitosis.  ao-252 has shown strong preclinical efficacy with complete tumour regression as monotherapy in ovarian, triple negative breast, endometrial, gastric, and prostate cancers with strong efficacy in in-vivo brain metastases as well.   ao-252 is a more precise and potentially less toxic new drug alternative to traditional cancer treatments like chemotherapy and other targeted therapies because tacc3 is not required in normal cells.  whilst initially focused as a monotherapy, ao-252 could work well in combination with other drugs such as immunotherapies helping to overcome potential resistance.   a2a pharmaceuticals and coiled usa have advanced the ao-252 program through pre-clinical development and ind approval and have 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.   coiled usa is enrolling further patients for its phase i trial for ao-252 for tp53 mutated ovarian, endometrial and triple-negative breast cancers.  an amendment has been filed to expand the market of ao-252 into all solid tumours. based on the biomarket population, ao-252 could potentially be used to help as many as 350,000 cancer patients across multiple indications in the usa and european union.     initial results are encouraging with the drug showing very good safety and significant signs of efficacy, responses and clinical benefit in patients on low dosage.   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's market capitalisation reached a peak of over us$1 billion.   further information on a2a pharmaceuticals can be found at: https://www.a2apharma.com/   stat-6 program a2a pharmaceuticals and coiled usa have confirmed interest in the company's stat-6 program and will aim to progress the program through ind into phase i clinical trials.   rationale for transaction the directors of roquefort therapeutics consider the transaction to be a transformational, value enhancing transaction for shareholders, which is fully aligned with the company's strategy to refocus from pre-clinical assets to more advanced clinical stage assets. the board believes the transaction transforms the company into a material clinical stage biotech company with an experienced leadership team and a strong track record in drug development. the clinical stage portfolio creates greater upside potential through developmental milestones and commercial opportunities.  additionally, by partnering with a2a pharmaceuticals, roquefort therapeutics can use its machine learning capabilities to produce better clinical outcomes.    transaction details pursuant to the term sheet, it is proposed that the entire issued capital of coiled usa be acquired for an upfront consideration of £30 million to be satisfied by the issue ordinary shares in the capital of the company to the shareholders of coiled usa.  the term sheet is binding as to exclusivity until 31 january 2026 and may only be cancelled early upon payment of a termination fee of us$1 million.   upon completion of the transaction it is proposed that the name of the company be changed to coiled therapeutics plc.   the transaction remains subject to various conditions, including full due diligence to the company's satisfaction and re-admission (defined below). due to the size of the transaction relative to the company's market capitalisation, the transaction will be effected through a reverse takeover. the company will not be seeking re-admission of its shares to the commercial companies  segment and to trading on the main market for listed securities of the london stock exchange. instead, the company intends to make an application for its ordinary shares to be admitted to trading on the aim market operated by the london stock exchange ("re-admission") and will, in due course, publish an admission document. accordingly, upon completion of the transaction, admission of the company's shares to the standard segment and to trading on the main market will be cancelled.   shareholders should be aware that there is a possibility that the transaction will not proceed or that the terms may change depending upon the outcome of due diligence.  the company will provide further updates on the transaction in due course.   funding commitment as part of the transaction, a2a pharmaceuticals and its investors are committed to providing the majority of the funding requirement of the enlarged company over the next two years with an investment of  £6 million.   lyramid & mk cell carve-out prior to completion of the transaction, roquefort therapeutics intends to transfer ownership of its wholly owned subsidiary lyramid pty ltd from roquefort therapeutics to the company's underlying shareholders so that the company's existing shareholders will benefit from the pleiades pharma sale (refer to the company's rns dated 28 august 2025 for further details).    roquefort therapeutics will also have the option to carve out the mk cell therapy prior to completion of the transaction.   further announcements will be made in due course, as appropriate.   stephen west, executive chairman, commented: "we are extremely pleased to have signed heads of terms with a2a pharmaceuticals for the acquisition of coiled usa alongside a significant funding commitment from them. we believe this is a fantastic opportunity to pivot roquefort therapeutics from being a pre-clinical company into a clinical stage company creating a clear path to value inflection.  ao-252 has already demonstrated encouraging early signs of efficacy and safety profile in its phase 1 human trials.  we are also encouraged by the interest a2a pharmaceuticals has shown in our stat-6 program and its potential in autoimmune diseases.  should the acquisition of coiled usa complete, this transaction will establish a strategic partnership with a2a pharmaceuticals, giving us the potential to leverage their sculpt™ platform for future pipeline opportunities."   sridhar vempati, ceo and director of coiled usa, commented: "merging coiled usa into roquefort therapeutics marks a major step for our company. in addition to progressing the clinical development of ao-252, roquefort's therapeutics' stat-6 program is a promising addition to our pipeline.  we believe that ao-252 is a novel and potentially transformative treatment across multiple cancer indications."   dr. sotirios stergiopoulos, ceo of a2a pharmaceuticals added: "the launching of a2a pharmaceuticals second publicly traded biotechnology company is another great accomplishment for the a2a pharmaceuticals team. ao-252 is a very promising new alternative for helping patients with prostate, breast, ovarian, endometrial, and a variety of other cancers."   enquiries:   roquefort therapeutics plc +44 (0)20 3918 8633 stephen west (chairman) / dr darrin disley (interim md)  sp angel corporate finance llp (broker to the company) david hignell / vadim alexandre / devik mehta +44 (0)20 3470 0470   cps capital (broker to a2a pharmaceuticals & coiled usa) jason peterson / david valentino +61 (0)8 9223 2222 burson buchanan (public relations) ben romney / jamie hooper +44 (0)20 7466 5000   peak ir (investor relations) seb wykeham +33 (0)7 44 44 15 42     lei: 254900p4sisiwor9rh34   for further information on roquefort therapeutics, please visit www.roquefortplc.com    this announcement contains inside information for the purposes of article 7 of the uk version of market regulation (eu) no 596/2014 on market abuse as it forms part of uk domestic law by virtue of the european union (withdrawal) act 2018, as amended ("uk mar").       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 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