REG - Roquefort Theraptcs. - MK Cell Out-License & Lyramid SPA Update

Roquefort TherapeuticsAnnouncement

03/11/2025 07:00

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RNS Number : 8172F  Roquefort Therapeutics PLC  03 November 2025

3 November 2025

Roquefort Therapeutics plc

("Roquefort Therapeutics" or the "Company")

MK Cell Out-License & Lyramid SPA Update

 

Roquefort Therapeutics (LSE:ROQ), the Main Market listed biotech company,
announces it has entered into an agreement to out-license its MK Cell patents
to Pleiades Pharma Ltd ("Pleiades") in return for up to US$25 million in
milestone cash payments together and a royalty payment obligation (the "MK
Cell Out-License").

 

Background

As announced on 8 September 2025, the Company is proposing to acquire from A2A
Pharmaceuticals, Inc. and Coiled Therapeutics, Inc. the exclusive licence
rights to AO-252, a novel first-in-class, first-in-human new drug alternative
targeting the TACC3 protein for the treatment of certain cancers (the
"Proposed Transaction"), retain the STAT-6 program and has ceased discussions
around the sale of its wholly owned subsidiary Oncogeni Ltd.  Further details
on the progress of the Proposed Transaction will be announced in due course.

 

Following the announcement of the Proposed Transaction, the Company initiated
discussions with Pleiades regarding the grant of an exclusive worldwide
license for its MK Cell program, which has resulted in the signing of the MK
Cell Out-License.

 

MK Cell Out-License

To accommodate the Group Restructuring (refer below) that was signalled in
August 2025, the parties to the MK Cell Out-License are Roquefort
Therapeutics' wholly owned subsidiary Midkine Investments Ltd ("Midkine
Investments") and Pleiades. The consideration payable by Pleiades for the MK
Cell Out-License is a combination of milestone cash payments and a royalty
payment obligation of 1.5% perpetuity royalty on all global net sales of
products derived from the licensed technology.

 

The total milestone cash payments of up to US$25 million is payable by
Pleiades as follows:

a)    US$500,000 upon Pleiades securing a minimum fundraising amount, with
potential to increase to US$650,000 upon Pleiades securing a increased
fundraising amount;

b)    US$500,000 upon the filing of a regulatory submission for the first
study in humans;

c)    US$1 million upon the first regulatory approval for the initiation of
a confirmatory Phase 2 or a Phase 3 clinical study;

d)    US$1 million upon the first regulatory submission for registration;

e)    US$1 million upon the first regulatory approval; and

f)     Up to US$21 million upon reaching various worldwide sales targets
("WST"): US$1.5 million on WST of US$10 million, US$5 million on WST of US$100
million, US$5 million on WST of US$150 million and US$9.5 million on WST of
US$300 million.

 

Lyramid SPA Update

On 1 February 2025 the Company signed a binding share purchase agreement
("SPA") for the sale of its wholly owned subsidiary Lyramid Pty Ltd
("Lyramid") to Pleiades for a total consideration amount of up to US$10.8
million. Completion of the SPA is contingent on Pleaides completing a
fundraising round by a certain date (the "Longstop Date"). The current
Longstop Date was 31 October 2025. Pleiades' fundraising with institutional
and sovereign wealth fund investors in the GCC (Gulf Cooperation Council) is
continuing, however the current Longstop Date did not allow sufficient time
for Pleiades to complete its current fundraising round and accordingly the
parties have agreed to extend the Longstop Date to 31 January 2026. The total
consideration amount for the sale of Lyramid of up to US$10.8 million is
unchanged.

 

In addition to extending the Longstop Date, the parties have agreed to amend
the following terms in the SPA:

i)     Change the selling party in the agreement from Roquefort
Therapeutics plc to Midkine Investments Ltd to account for the Group
Restructuring (refer below); and

ii)    Recognise that the third party license agreement granting Lyramid
rights to the Midkine antibody program will terminate in accordance with its
provisions on 4 November 2025.

 

Group Restructuring

The Company intends to carve out the value of the Lyramid SPA and the MK Cell
Out-License for the benefit of existing shareholders and convertible loan
holders. In order to facilitate this, the Company has recently undertaken the
following restructuring of the Group (the "Group Restructuring"):

a)    The entire issued shares of Lyramid have been acquired by Midkine
Investments (a 100% owned subsidiary of Roquefort Therapeutics) such that
Lyramid is now 100% owned by Midkine Investments; and

b)    The rights to the MK Cell program held by Oncogeni Ltd have been
novated to Midkine Investments such that Midkine Investments now holds the
underlying exclusive worldwide rights to the MK Cell program.

 

It is the intention of the Company to issue new unlisted redeemable non-voting
shares ("Unlisted RNV Shares") to the holders of Roquefort Therapeutics
ordinary shares and convertible loan notes listed on the Company's registers
as at 30 November 2025.  The Unlisted RNV Shares will entitle holders to all
commercial benefits from Midkine Investments with the ultimate aim of
undertaking an in-specie distribution of the Midkine Investments shares once
the balance sheet of the Company permits such an action under the Companies
Act.

 

A further announcement regarding the issue of the Unlisted RNV Shares will be
made in due course.

 

Stephen West, Roquefort Therapeutics Chairman commented:

"Establishing Midkine Investments ring‑fences the ownership of Lyramid and
the MK Cell program for the benefit of existing shareholders and convertible
loan holders. In addition, we have out‑licensed the MK Cell program to
Pleiades providing significant upside exposure to the Company's existing
shareholders and convertible note holders. This provides Roquefort
Therapeutics with the clarity to focus on completing the proposed
transformational acquisition with A2A Pharmaceuticals and Coiled
Therapeutics."

 

Caroline Fortier, Pleiades CEO commented:

"Following the previously announced acquisition of Lyramid, we are delighted
to build on our relationship with Roquefort Therapeutics and take an exclusive
license of the MK Cell therapy asset which we plan to take into clinical
studies targeting high value oncology indications of unmet need. The addition
of these assets to our immunotherapy, late-stage pan-specific vaccine and cell
therapy portfolio is an important part of our strategy to position ourselves
as a material biotechnology company to institutional investors with whom we
are currently working to close on a significant equity funding round. In
alignment with the extension of the Lyramid SPA we anticipate our funding
round to complete ahead of the new 31 January 2026 long stop date."

 

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

 

LEI: ‎254900P4SISIWOR9RH34

 

About Roquefort Therapeutics

Roquefort Therapeutics (LSE:ROQ) is focused on completing the proposed
transaction with A2A Pharmaceuticals, Inc. and Coiled Therapeutics, Inc. which
will result in the Company acquiring the exclusive licence rights to AO-252, a
novel first-in-class, first-in-human new drug alternative targeting the TACC3
protein for the treatment of certain cancers, initially announced by the
Company on 8 September 2025.

 

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

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