Roquefort Therapeutics’ reverse takeover of Coiled USA: why this could be a step change
Roquefort Therapeutics has signed a binding Term Sheet to acquire 100% of Coiled Therapeutics, Inc. (Coiled USA) in an all-share reverse takeover priced at £30 million. If completed, the company will pivot from pre-clinical discovery to a clinical-stage oncology portfolio centred on AO-252, a novel TACC3 inhibitor already in a US Phase I trial.
This is a strategic swing: a move to later-stage assets, a new name (Coiled Therapeutics plc), and a planned re-admission to trading on AIM. There’s funding support from the asset originator, A2A Pharmaceuticals, and a carve-out to keep legacy optionality for existing shareholders. Big promises, clinical timelines, and some clear execution risks. Let’s unpack it.
AO-252 and TACC3: the science case driving the deal
Coiled USA holds exclusive worldwide rights to AO-252, described as a first-in-class, first-in-human small molecule designed to disrupt TACC3 protein-protein interactions. TACC3 is over-expressed in many cancer cells and is implicated in DNA damage repair, replication/transcription, immunity and mitosis. Crucially, the company notes TACC3 is not required in normal cells, suggesting a potentially more precise and less toxic approach than chemotherapy or some targeted therapies.
Preclinical data cited include complete tumour regression as monotherapy in ovarian, triple negative breast, endometrial, gastric, and prostate cancers, plus strong efficacy in in-vivo brain metastases. In the ongoing US Phase I study (NCT06136884) in advanced solid tumours, early readouts are “encouraging” with “significant signs of efficacy, responses, and clinical benefit” alongside a “very benign safety profile” at low doses. Coiled USA is enrolling patients with TP53 mutated ovarian, endometrial and triple-negative breast cancers and has filed to expand the trial to all solid tumours.
Plans are to begin dose expansion cohorts in Q4 2025 and enrol enough patients in 2026 to plan for Phase 3 registrational trials. Based on the biomarker population, AO-252 could potentially be used to help as many as 350,000 patients across multiple indications in the USA and EU (company estimate).
Deal terms, funding and timeline: what’s actually agreed
The headline terms are straightforward: £30 million upfront consideration, paid in Roquefort shares to Coiled USA shareholders. The Term Sheet grants exclusivity until 31 January 2026 and can only be cancelled early via a US$1 million termination fee.
A2A Pharmaceuticals and its investors are committing £6 million to fund the majority of the enlarged group’s needs over the next two years. The total funding requirement is not disclosed. The parties expect to move towards dose expansion in Q4 2025 and build towards Phase 3 planning in 2026.
| Key item | Detail |
|---|---|
| Acquisition price | £30 million (payable in shares) |
| Structure | Reverse takeover of Coiled USA |
| Exclusivity | Until 31 January 2026 |
| Termination fee | US$1 million (for early cancellation) |
| Funding commitment | £6 million from A2A Pharmaceuticals and its investors (over two years) |
| Clinical trial | AO-252 Phase I (NCT06136884), advanced solid tumours |
| Planned milestones | Dose expansion in Q4 2025; enrolment in 2026 to plan Phase 3 |
From Main Market to AIM, and a new name on completion
Because of the transaction size, this will be treated as a reverse takeover. Roquefort does not intend to seek re-admission of its shares to the Main Market. Instead, upon completion, it will apply for admission to AIM and publish an Admission Document. On completion, Main Market admission will be cancelled.
Post-deal, the company proposes to change its name to Coiled Therapeutics plc, signalling the centre of gravity moving to AO-252 and Coiled’s clinical platform.
Carve-outs and pipeline: what stays, what goes
Before completion, Roquefort plans to transfer Lyramid Pty Ltd to underlying shareholders so existing holders benefit from the Pleiades Pharma sale (referenced in the 28 August 2025 RNS). There’s also an option to carve out the MK Cell therapy prior to completion.
Separately, A2A Pharmaceuticals and Coiled USA have expressed interest in Roquefort’s STAT-6 programme, with an aim to progress it through IND (the US regulatory step before first-in-human trials) and into Phase I. Management also flags potential in autoimmune diseases for STAT-6.
Why this matters: upside, dilution and deal risk
For shareholders, the attraction is clear: clinical assets with active human data typically re-rate risk-reward versus earlier-stage projects. AO-252 is positioned as first-in-class against a biologically credible target with early safety and efficacy signals, plus brain penetration – always a prized attribute.
However, the £30 million consideration is to be paid in new shares, which implies dilution. The company has not disclosed the number of shares to be issued or the pro forma ownership split, so the extent of dilution is not disclosed. The £6 million funding commitment from A2A and investors helps near-term runway but the total funding need is not disclosed, and clinical programmes can be cash-intensive as they scale into dose expansion and multi-arm studies.
There is also execution risk. The Term Sheet is not a completed acquisition agreement, and the company highlights that the transaction may not proceed or terms may change following due diligence. The move to AIM and the name change are contingent on completion and successful re-admission.
Jargon buster: quick definitions to keep you grounded
- Reverse takeover (RTO): when a listed company acquires a target so large relative to itself that the deal is treated like the target is effectively “listing” via the acquirer.
- IND: Investigational New Drug application – the US FDA gate for starting human trials.
- Phase I trial: first-in-human study primarily assessing safety, dose and early signs of activity.
- Dose expansion: adding more patients at selected doses to explore efficacy and safety in defined groups.
- TACC3: Transforming Acidic Coiled-Coil Containing Protein 3, over-expressed in many cancers; AO-252 aims to disrupt TACC3 interactions.
What to watch next: clear catalysts through 2025-2026
- Completion of the acquisition and publication of the AIM Admission Document.
- Details on pro forma ownership, share count and any concurrent fundraise – not disclosed yet.
- Regulatory acceptance of the trial amendment to expand AO-252 into all solid tumours.
- Phase I updates on safety and efficacy, and the start of dose expansion in Q4 2025.
- 2026 enrolment progress to underpin Phase 3 planning.
- Clarity on the Lyramid and MK Cell carve-outs, and any monetisation for existing shareholders.
- Plans and timelines to move the STAT-6 programme through IND into Phase I.
My take: a bold clinical pivot with credible provenance, but mind the fine print
This is a bold swing into clinical territory. AO-252’s positioning – first-in-class target, brain-penetrant, and early signals of efficacy with a “very benign” safety profile – is the right kind of narrative for oncology investors. The provenance helps: A2A Pharmaceuticals has previously spun out Biomea Fusion, which reached a peak market cap of over US$1 billion after its 2021 IPO.
On the flip side, the economics matter. A £30 million all-share consideration without a disclosed pro forma share count makes it hard to gauge dilution. The £6 million commitment is helpful but likely not the full story on funding for a multi-indication oncology programme. And until due diligence is complete and the AIM Admission Document is out, there is deal certainty risk.
Net-net, if completed on the outlined terms, this could transform Roquefort into a clinical-stage oncology player with multiple shots on goal and a clearer value-inflection path. The carve-outs add an extra layer of potential value for existing holders. For now, the watchwords are execution, funding visibility, and clinical data flow in 2025-2026.
