REG - Roquefort Theraptcs. - Result of General Meeting

Roquefort TherapeuticsAnnouncement

Yesterday 12:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260326:nRSZ3076Ya&default-theme=true

RNS Number : 3076Y  Roquefort Therapeutics PLC  26 March 2026

This Announcement contains inside information for the purposes of Article 7 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 as amended by the European Union (Withdrawal) Act 2020
("UK MAR").

 

26 March 2026

Roquefort Therapeutics plc

("Roquefort Therapeutics" or the "Company")

 

Result of General Meeting

Completion of Transaction

Cancellation of listing on the Main Market

Admission to trading on AIM

 

Roquefort Therapeutics plc (LSE:ROQ), announces that at its General Meeting
held earlier today (the "GM"), all of the resolutions were duly passed.

 

Following the GM, the Company's acquisition of the exclusive worldwide licence
of AO-252 from Coiled Therapeutics, Inc. (or "Coiled USA"), a spin out of A2A
Pharma Pharmaceuticals Inc. ("A2A Pharma"), (the "Acquisition") will complete,
along with the placing and subscription of New Ordinary Shares to raise gross
proceeds of £8.5 million (the "Fundraise"), the Share Reorganisation and the
Rule 9 Waiver (together the "Transaction") upon the admission of the Company's
issued and to be issued share capital to the AIM Market of the London Stock
Exchange ("AIM") at 8.00 a.m. tomorrow.

 

The Company's cancellation of the listing of the Company's Existing Ordinary
Shares on the Equity Shares (Transition) category of the Official List of the
Financial Conduct Authority and cancel the trading of its Existing Ordinary
Shares on the Main Market of the London Stock Exchange will also be effective
at 8.00 a.m. on 27 March 2026. Today will therefore be the last day of
dealings in the Existing Ordinary Shares on the Main Market.

 

With effect from 8.00 a.m. on 27 March 2026, the Company's New Ordinary Shares
totalling 425,856,539 will be admitted to trading on AIM under the Company's
new name of Coiled Therapeutics plc.

 

The number of votes cast on a poll for and against each of the resolutions
proposed (which included all valid proxy votes received), and the number of
votes withheld was as follows:

 

                                                                                 For                               Against
  Resolution                                                                     Shares                Percentage  Shares            Percentage   Withheld
 One (Ordinary) - Approval of the Rule 9 Waiver granted by the Takeover Panel    34,144,036            99.39%      208,300           0.61%       7,170,110
 Two (Ordinary) - Approval of consolidation of the Company's existing Ordinary      40,963,521         99.49%      208,300           0.51%       350,625
 Shares
 Three (Ordinary) - Approval of the sub-division and reclassification of shares       40,963,521       99.49%      208,300           0.51%            350,625
 into New Ordinary and Deferred Shares
 Four (Ordinary) - Granting of authority to the Directors to allot New Ordinary  40,794,377            99.08%           377,444      0.92%             350,625
 Shares and Relevant Securities
 Five (Ordinary) - Approval and implementation of the new Share Option Scheme    40,586,925            98.58%      583,831           1.42%             351,690
 Six (Special) - Approval of the disapplication of statutory pre-emption rights  40,794,377            99.08%      377,444           0.92%             350,625
 for share allotments
 Seven (Special) - Adoption of New Articles of Association                       40,963,521            99.49%      208,300           0.51%             350,625
 Eight (Special) - Approval to capitalise share premium for the issuance of new  40,641,377            98.71%      530,444           1.29%             350,625
 B Shares
 Nine (Special) - Approval for the cancellation and repayment of the B Shares    41,116,521            99.87%      55,300            0.13%             350,625
 and associated share premium

 

Director Participation in the Fundraise

As previously announced, the Proposed Directors,  Dr Sotirios Stergiopoulos
and Sridhar Vempati, and current Chairman Stephen West have participated in
the Fundraise with investments of £500,000, £500,000 and £50,000
respectively. Additional information regarding these trades is provided in the
table below.

 

Note

Capitalised terms which are not defined in this announcement have the same
meaning given to them in the Company's 'Proposed Acquisition and Conditional
Fundraise of £8.5 million' announcement and the Company's Admission Document,
both of which were published on 2 March 2026.

 

 

Enquiries:
 
 Roquefort Therapeutics plc                                    +44 (0)20 3918 8633
 Stephen West (Chairman)

 Coiled Therapeutics Inc.                                            Via Burson Buchanan

 Sotirios Stergiopoulos (Chairman)

 SP Angel Corporate Finance LLP (Nominated Adviser)            +44 (0)20 3470 0470

 David Hignell / Adam Cowl / Devik Mehta (Corporate Finance)

 Vadim Alexandre / Rob Rees (Corporate Broking)

 Shard Capital Partners LLP (Joint Broker)                     +44 (0)20 4530 6926

 Damon Heath

 CPS Capital Group Pty Ltd (Joint Broker)                      +61 (0)8 9223 2222

 Jason Peterson / David Valentino

 Burson Buchanan (Public Relations)                            +44 (0)20 7466 5000

 Henry Harrison Topham / Jamie Hooper / Toto Berger

 

 

About Coiled USA

Coiled USA is a clinical stage oncology company and is a spin-out of A2A
Pharma. Coiled USA holds the exclusive worldwide rights to AO-252, a novel,
brain-penetrant small molecule inhibitor designed to disrupt TACC3
protein-protein interactions.  Coiled USA has advanced the AO-252 program
through pre-clinical development and IND approval and 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.

 

About A2A Pharma

A2A Pharma is a private, 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 Pharma 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 Pharma 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 Fusion's market capitalisation reached a peak of
over US$1 billion.

 

Further information on A2A Pharma can be found at: https://www.a2apharma.com/
(https://www.a2apharma.com/)

 

 

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         1.    Dr Sotirios Stergiopoulos

                                                                  2.    Sridhar Vempati

                                                                  3.    Stephen West

 2   Reason for the notification
 a)  Position/status                                              1.    Proposed Executive Chairman

                                                                  2.    Proposed CEO

                                                                  3.    Executive Chairman, to become Non-Executive Director

 b)  Initial notification /Amendment                              Initial
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Roquefort Therapeutics plc (to be renamed Coiled Therapeutics plc on
                                                                  Admission)
 b)  LEI                                                          254900P4SISIWOR9RH34
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  New Ordinary Shares of 1p each following the Share Reorganisation

     Identification code

                                                                  ISIN: GB00BMDQ2T15 (GB00BSHRN331 following Admission)
 b)  Nature of the transaction                                    Subscription for 10,500,000 New Ordinary Shares in aggregate pursuant to the
                                                                  Fundraise

 c)  Price(s) and volume(s)

Price(s)      Volume(s)
                                                                  1.    10p     5,000,000
                                                                  2.    10p     5,000,000
                                                                  3.    10p     500,000

 d   Aggregated information

     - Aggregated volume                                          -     Single transactions as in 4 c) above

     - Price
 e)  Date of the transactions                                     27 March 2026
 f)  Place of the transactions                                    London Stock Exchange

d

Aggregated information

- Aggregated volume

- Price

 

-     Single transactions as in 4 c) above

e)

Date of the transactions

27 March 2026

f)

Place of the transactions

London Stock Exchange

 

 

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://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 data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROMLQLFLQXLBBBQ



            Copyright 2019 Regulatory News Service, all rights reserved