Schedule One - Roquefort Therapeutics PLC

AIM

02 March 2026

 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Roquefort Therapeutics plc ("Roquefort" or the "Company"). Roquefort will be renamed Coiled Therapeutics plc ("Coiled") upon the completion of the acquisition of the AO-252 Licence from A2A Pharmaceuticals, Inc. ("A2A") and Coiled Therapeutics Inc. ("Coiled USA") in conjunction with a proposed equity fundraising and readmission of the enlarged group to trading on AIM ("Readmission").

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

Registered office and principal trading address: 85 Great Portland Street First Floor London W1W 7LT

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

Current website: https://www.roquefortplc.com/ From Readmission: www.coiledplc.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Roquefort is currently listed in the equity shares (transition) category of the FCA's Official List and admitted to trading on the Main Market of the London Stock Exchange. This admission will be cancelled prior to Readmission. Roquefort was established in 2020 with the principal strategy of developing pre-clinical next generation medicines on hard-to-treat cancers. A2A Pharmaceuticals, Inc and Coiled Therapeutics Inc. In November 2025, Roquefort entered into a conditional licence agreement with Coiled Therapeutics Inc. ("Coiled USA") and A2A Pharmaceuticals, Inc. ("A2A") which grants Roquefort, as licensee, worldwide, exclusive, irrevocable, royalty bearing licences to the AO-252 intellectual property and associated know-how ("AO-252"), with rights to sub-licence and exploit the inventions in all fields and applications, for consideration of circa £31.90 million, which is to be satisfied through the issue of Roquefort shares to Coiled USA (the "Consideration Shares"). Coiled USA was spun out of A2A in January 2025. AO-252 AO-252 is a novel, brain-penetrant small molecule inhibitor designed to disrupt Transforming Acidic Coiled-Coil Containing Protein 3 ("TACC3") protein-protein interactions. TACC3 is a protein over-expressed in multiple cancer cells and has important roles in DNA damage repair, DNA replication, immunity and mitosis, and has shown strong preclinical efficacy with complete rumour 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 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 benign safety profile. From Readmission, the Company's main country of operation will be the USA.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

425,856,539 ordinary shares of 1 pence each in the share capital of the Company ("Ordinary Shares") to be admitted, following a proposed share consolidation and subdivision. No Ordinary Shares will be held in treasury. The Ordinary Shares will be freely transferable and have no restrictions as to transfer placed on them.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

£8.5 million to be raised on Readmission at an issue price of 10 pence per share. Anticipated market cap of £42.6 million on Readmission.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

49.3%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

Not applicable

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

No

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Existing Directors: Stephen Paul West, Executive Chairman Dr Darrin Matthew Disley, Interim Managing Director Jean Marie Duvall, Non-Executive Director Dr Simon Rupert Sinclair, Non-Executive Director Proposed Directors, from Readmission: Dr Sotirios Stergiopoulos, Non-Executive Chairman Sridhar Vempati, Chief Executive Officer Stephen Paul West, Non-Executive Director Jean Marie Duvall, Non-Executive Director Pamela Grand Frank, Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Percentage of issued share capital before Admission Percentage of share capital after Admission Jane Whiddon entities 4.91% 0.45% Stephen Paul West 5.56% 0.51% Dr Darrin Matthew Disley 4.29% 0.30% Edward Homer Painter - 18.70% Sridhar Vempati - 21.46% SOSV III LP - 6.04% Dr Sotirios Stergiopoulos - 8.55% Chaemin Lin - 3.69% A2A Pharmaceuticals, Inc. - 3.52%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

Not applicable

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE (ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) (iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

i)          31 December ii)         30 June 2025 iii)   Annual accounts for the year ending 31 December 2025 by 30 June 2026; interim accounts for the 6 months ending 30 June 2026 by 30 September 2026; annual accounts for the year ending 31 December 2026 by 30 June 2027.

EXPECTED ADMISSION DATE:

27 March 2026

NAME AND ADDRESS OF NOMINATED ADVISER:

SP Angel Corporate Finance LLP Prince Frederick House 35-39 Maddox Street London W1S 2PP

NAME AND ADDRESS OF BROKERS:

SP Angel Corporate Finance LLP Prince Frederick House 35-39 Maddox Street London W1S 2PP Shard Capital Partners LLP 36-38 Cornhill London EC3V 3NG CPS Capital Group Pty Ltd Level 41/108 St Georges Terrace Perth WA 6000 Australia

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

Copies of the document will be available free of charge to the public during normal business hours on any day (Saturdays, Sundays and public holidays excepted) at the offices of SP Angel Corporate Finance LLP, Prince Frederick House, 35-39 Maddox Street, Mayfair, London, W1S 2PP in accordance with the AIM Rules. The document will also be available for download from the Company's website at www.roquefortplc.com up to Readmission and at www.coiledplc.com post Readmission.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The QCA Corporate Governance Code

DATE OF NOTIFICATION:

2 March 2026

NEW/ UPDATE:

New

 

END