REG - Roquefort Theraptcs. - Corporate Update

Roquefort TherapeuticsAnnouncement

13/05/2025 07:00

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RNS Number : 3380I  Roquefort Therapeutics PLC  13 May 2025

13 May 2025

Roquefort Therapeutics plc

("Roquefort Therapeutics" or the "Company")

Corporate Update

 

Roquefort Therapeutics (LSE:ROQ), the Main Market listed biotech company
focused on developing first in class medicines in the high value and high
growth immunology and oncology markets, provides an update on the two
previously announced material corporate transactions and the forward strategy
for the Company.

 

Material Corporate Transactions

Sale of Lyramid for US$10.8 Million

On 1 February 2025 the Company signed a binding share purchase agreement (the
"SPA") for the sale of its wholly owned subsidiary Lyramid Pty Ltd ("Lyramid")
to Pleiades Pharma Limited ("Pleiades") for a consideration amount of US$10.8
million.  Completion of the SPA is contingent inter alia on Pleaides
finalising certain in-licensing transactions (the "Licensing Condition
Precedent") and completing a current fundraising round no later than 30 June
2025 (the "Funding Condition Precedent"). As announced on 4 March 2025, the
Licensing Condition Precedent has been satisfied with the Funding Condition
Precedent remaining outstanding.

 

Pleiades has advised that its fundraising has progressed to the level of
negotiating term sheets with certain high-profile investors in the United Arab
Emirates ("UAE") and, whereas there can be no guarantees, Pleiades remains
confident of satisfying the Funding Condition Precedent on schedule.

 

The completion of the transaction with Pleiades will give the Company and its
shareholders exposure to a well-funded company with a significant portfolio of
pre-clinical and clinical assets including a Phase 3 stage cell therapy and
Phase 2 stage vaccine. A future trade-sale or stock exchange listing of
Pleiades may result in a significant cash windfall to the Company which could
be distributed to shareholders as a special dividend.

 

Sale of Oncogeni Ltd for up to US$12 Million

As announced on 10 March 2025, the Company signed a term sheet for the
proposed sale of its wholly owned subsidiary Oncogeni Ltd ("Oncogeni") to The
Nation Trust Holding LLC ("Nation Trust") for a consideration cash amount of
up to US$12 million (the "Term Sheet"). It was the intention of the parties to
sign a binding share purchase agreement (the "Oncogeni SPA") within 60 days of
signing the Term Sheet; however, this has not yet occurred.

 

Negotiations with Nation Trust are continuing with fortnightly meetings held
in the UAE and it is now expected that the binding Oncogeni SPA will be
executed in June 2025, with completion shortly thereafter.

 

The Company will provide shareholders with further updates regarding the
progress of the two abovenamed material corporate transactions as appropriate.

 

Forward Strategy

Roquefort Therapeutics is seeking to generate significant short-term value by
completing the two abovenamed material corporate transactions and to build
upon the recent change in leadership to pursue other value accretive
opportunities during 2025.

 

The Company is focused on pursuing life science opportunities that are either
clinical stage assets (phase 1 or phase 2) or life science businesses that are
revenue generating with healthy growth rates, high product gross margins and,
with the application of suitable operational gearing, can become profitable
within approximately two years.  The new leadership team recognises the
benefit of pivoting from its existing focus on pre-clinical assets to more
mature assets, to capitalise on current market conditions for biotech
companies.

 

Roquefort Therapeutics is currently assessing several opportunities and
shareholders will be provided with further progress updates as appropriate.

 

Dr Darrin Disley, OBE, Roquefort Therapeutics Interim Managing Director
commented:

"The Company remains focused on completing the Lyramid and Oncogeni
transactions which, on completion, will validate our initial business model of
acquiring early-stage pre-clinical assets and then selling them with a solid
medium return on investment. The current headwinds facing biotech companies,
particularly those whose assets are in the pre-clinical phase, dictates that
an adjustment in business model is required.  Accordingly, the Company is
leveraging off the abovenamed material transactions and change in leadership
to pivot its focus towards acquiring clinical stage assets and/or revenue
generating life science businesses.  This is an exciting transition stage for
the Company and we look forward to updating the market as it progresses."

 

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:
 Roquefort Therapeutics plc                               +44 (0)20 3918 8633
 Stephen West (Chairman) / Dr Darrin Disley (Interim MD)
 SP Angel Corporate Finance LLP (Broker)                  +44 (0) 20 3470 0470

 David Hignell / Vadim Alexandre / Devik Mehta
 Burson Buchanan (Public Relations)                       +44 (0)20 7466 5000

 Ben Romney / Jamie Hooper
 Peak IR (Investor Relations)                             +33 (0)7 44 44 15 42

 Seb Wykeham

 

LEI: ‎254900P4SISIWOR9RH34

 

 

About Roquefort Therapeutics

Roquefort Therapeutics (LSE:ROQ) is developing first in class drugs in the
immunology and oncology markets prior to securing a value accretive exit.

 

Roquefort Therapeutics' portfolio consists of five novel patent-protected
pre-clinical anti-cancer and immunology assets.

 

For further information on Roquefort Therapeutics,
please visit www.roquefortplc.com (http://www.roquefortplc.com/)

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