Roquefort Therapeutics (ROQ) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition enables a strategic pivot from preclinical to clinical stage, enhancing value and growth potential and aligning with long-term goals.

• AO-252, a first-in-class, first-in-human cancer therapy targeting TACC3, offers a novel, less toxic alternative and expands the clinical pipeline.

• The deal leverages A2A Pharmaceuticals' management expertise and machine learning capabilities, with the Coiled team joining to drive clinical progress.

• Strategic partnership with A2A and access to their AI drug discovery platform SCULPT enhances future pipeline opportunities.

• The transaction positions the company as a first mover in a multi-billion dollar oncology market, targeting significant unmet needs.

Financial terms and conditions

• Acquisition valued at GBP 30 million (or £30 million), payable in shares, structured as a reverse takeover of 100% of Coiled USA.

• A2A Pharmaceuticals and its investors will provide GBP 6 million (£6 million) in funding for AO-252 development over the next two years.

• The company will relist on AIM, moving from the Standard/Main Market, to access broader capital pools and tax benefits.

• The term sheet is binding for exclusivity until 31 January 2026, with a US$1 million termination fee for early cancellation.

Synergies and expected cost savings

• Integration of A2A’s management and scientific team aims to accelerate clinical development and maintain a disciplined burn rate.

• Access to A2A Pharmaceuticals’ SCULPT™ AI platform is expected to accelerate drug development and improve efficiency.

• Shared expertise and resources expected to streamline R&D and regulatory processes.

• Combining AO-252 and the STAT-6 program creates a diversified clinical pipeline.