Roquefort Therapeutics plc (LON:ROQ), the Main Market listed biotech company, has announced that it has entered into Head of Terms to acquire 100% of the issued capital of Coiled Therapeutics, Inc. by way of a reverse takeover.
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
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.”
