REG - Roquefort Theraptcs. - Share Purchase Agreement Signed - Sale of Lyramid

Roquefort TherapeuticsAnnouncement

03/02/2025 07:15

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RNS Number : 6233V  Roquefort Therapeutics PLC  03 February 2025

3 February 2025

Roquefort Therapeutics plc

("Roquefort Therapeutics" or the "Company")

Share Purchase Agreement Signed - Sale of Lyramid

 

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, is pleased to announce the signing of
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 (the
"Transaction"). This announcement follows the signing of a term sheet with
Pleiades, as announced on 2 January 2025.

 

Principal Transaction Terms

The SPA includes the following principal terms:

·    Sale of 100% of the issued share capital of Lyramid to Pleiades;

·    Consideration amount of US$10.8 million consisting of equity in
Pleiades, together with the potential for upfront cash (to be finalised at
Transaction completion); and

·   Completion is contingent inter alia on Pleaides completing a current
fundraising round and finalising certain in-licensing transactions no later
than 30 June 2025.

 

Following completion of the Transaction, Roquefort Therapeutics will hold a
material equity position in Pleiades, a well-funded private company with a
portfolio of clinical assets and pre-clinical programs.

 

Midkine Portfolio

Lyramid holds the Company's Midkine patents for the mRNA and oligonucleotide
programs and the exclusive licence for the antibody programs. Since acquiring
Lyramid in 2021 for £1 million in consideration (50% in cash and 50% in
shares), Roquefort Therapeutics has expanded the portfolio with the in-house
development of the mRNA and oligonucleotide programs and completed
pre-clinical development of the three modalities.

 

Pleiades' Portfolio

Pleiades holds exclusive commercial rights to two innovative programs PapMV
and S100A9.

 

PapMV Program

The Papaya Mosaic Virus (PapMV) is a clinical stage nanoparticle-based
immune-therapy that enhances the immune defences by stimulating two receptors
TLR7 and TLR8, which enhance the body's immune response against cancer and
infectious diseases. PapMV successfully completed a Phase 1 clinical trial in
Canada of 48 patients as an adjuvant to a (GSK) trivalent influenza vaccine.

 

By stimulating TLR 7/8, PapMV may offer several benefits including preventing
viral infections and tumour metastases and enhancing cancer immunotherapy.
When administered by inhalation, PapMV Nano could also be one of the first
immune boosters used to prevent respiratory infections in the elderly and
immunocompromised population.

 

PapMV has also demonstrated statistically significant (P<0.05) efficacy in
numerous in vivo models of cancer and infectious disease including:

·    COVID-19:                      protection against
infection, reduction in lung inflammation and in virus titre

·    Influenza A (H3N2):        protection against infection

·    Influenza A (H1N1):        protection against infection

·    Melanoma:                       decreases progression and
improved survival

·    Lung cancer:                    prevention of implantation
of lung metastasis

 

The results of the Phase 1 clinical trial and multiple pre-clinical studies
support the safety and efficacy of the PapMV platform and its readiness to
enter Phase 1b/2 clinical trials in cancer and infectious disease indications.

 

S100A9 Program

The S100A9 protein immunotherapy platform is based on S100A9, a novel secreted
protein which is released by immune cells in response to infections, the
presence of cancer cells or other immune aggressions. The S100A9 binds to TLR2
and TLR4 to amplify the response to these pathogens. S100A9 has been shown to
reduce cancer resistance by blocking the activity of myeloid-derived
suppressor cells (MDSCs) which is also purported to enhance the clinical
responses to immunotherapy in cancer.

 

In validated in vivo efficacy models of cancer, S100A9 demonstrated a
statistically significant (P<0.05) reduction in tumour growth in melanoma
and a statistically significant (P<0.01) improvement in survival in acute
myeloid leukemia (AML).

 

About Pleiades

Pleiades is a private company developing a portfolio of novel clinical and
pre-clinical medicines and is led by Caroline Fortier, an experienced Pharma
CEO with a track-record of completing more than US$750 million in trade sale
exits to Big Pharma. Pleiades is progressing its funding discussions with
multiple institutional investors.

 

The Company will provide shareholders with further updates regarding the
Transaction as appropriate.

 

Ajan Reginald, Roquefort Therapeutics CEO commented:

"Through the sale of Lyramid we gain a material share in an exciting clinical
portfolio being developed by a highly experienced team. This Transaction
validates our strategy to develop novel programs and realise value through
licensing and trade sales. Roquefort Therapeutics acquired Lyramid in 2021 for
£1 million and has progressed the asset to a value of US$10.8 million in just
over three years. We are delighted to partner with Caroline and the Pleiades
team and believe the PapMV and S100A9 platforms offer an equally exciting
opportunity for innovation and further value creation. This Transaction also
allows Roquefort Therapeutics to now focus on developing the MK Cell therapy
and STAT-6 programs, with a view to completing further transactions and value
accretion for our shareholders."

 

Caroline Fortier, Pleiades CEO commented:

"Pleiades is developing an innovative portfolio of best in class clinical and
preclinical programs in high-value Big Pharma markets. Our unique model
combines optimal selection of high value de-risked programs with execution to
Big Pharma quality by a leadership team with a track-record in drug
development and >$750M in trade-sale exits. We're delighted to partner with
Ajan and the Roquefort Therapeutics team to bring the innovative Midkine
programs into our portfolio."

 

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) / Ajan Reginald (CEO)
 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 a Main Market listed biotech company
developing first in class drugs in the high value and high growth immunology
and oncology markets prior to partnering with big pharma.

 

Roquefort Therapeutics' portfolio consists of five novel patent-protected
pre-clinical anti-cancer medicines.  The highly complementary profile of five
best-in-class medicines consists of:

·    Midkine antibodies with significant in vivo efficacy and toxicology
studies;

·    Midkine RNA therapeutics with novel anti-cancer gene editing action;

·    Midkine mRNA therapeutics with novel anti-cancer approach;

·    STAT-6 siRNA therapeutics targeting solid tumours with
significant in vivo efficacy; and

·    MK cell therapy with direct and NK cell-mediated anti-cancer action

 

For further information on Roquefort Therapeutics,
please visit www.roquefortplc.com (http://www.roquefortplc.com/)
 and @RoquefortTherap on X (formerly Twitter).

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