Roquefort Therapeutics Announces Transformative Acquisition and £8.5m Fundraise for Clinical-Stage Drug

On admission, the expected market capitalisation at the placing price is £42.59 million. The acquisition is highly dilutive to existing holders, with the consideration shares representing 74.85% of the enlarged share capital on admission.

Key number	Figure
Placing price	10 pence
Gross fundraise	£8.5 million
Estimated net proceeds	£7.7 million
Initial AO-252 consideration	£31.875 million in shares
Enlarged share capital on admission	425,856,539
Consideration shares	318,750,000 (74.85%)
Placing shares	53,000,000 (12.45%)
Subscription shares	32,000,000 (7.51%)
Advanced subscription	1,875,000 (0.44%)
Options and warrants outstanding	36,617,030
A2A deferred consideration shares	127,500,000
Fully diluted shares post admission	589,973,569
Expected market cap at admission	£42.59 million
New ticker	COIL

Leadership changes and insider participation

There is a significant refresh at the top. Conditional on admission, Dr Darrin Disley and Dr Simon Sinclair will step down. Dr Sotirios Stergiopoulos will become Executive Chairman, Sridhar Vempati will become Chief Executive Officer, and Pamela Frank will join as a Non-Executive Director. Jean Duvall and Stephen West will remain on the board, with Stephen West moving to NED.

Insider alignment looks meaningful: proposed directors Dr Sotirios Stergiopoulos and Sridhar Vempati are each investing £500,000 in the fundraise, and Stephen West is investing £50,000.

Concert party control and Rule 9 waiver

On admission, the Coiled Concert Party – comprising A2A Pharma and associated individuals – is expected to hold 247,960,131 shares, or 58.23% of the company post reorganisation. Ordinarily, passing 30% would trigger a mandatory takeover offer under Rule 9 of the Takeover Code.

The Takeover Panel has agreed to waive this obligation, subject to approval by independent shareholders at the general meeting. This concentrates control with insiders and partners of the incoming asset, which has pros and cons: strategic focus and alignment on one hand, reduced free float and minority influence on the other.

Move to AIM and a 10-for-1 share consolidation

Roquefort will cancel its Main Market listing and seek admission of the enlarged share capital to AIM on 27 March 2026. AIM can offer greater flexibility for growth companies but may come with lower liquidity and different investor profiles.

The company proposes a 10:1 share consolidation. For every 10 existing ordinary shares, holders will receive 1 new ordinary share. Fractional entitlements will be aggregated and sold, with proceeds of £100 or more returned pro rata, and amounts under £100 retained by the company. The aim is to reduce the share count and tighten the bid-offer spread without changing each holder’s proportional ownership, excluding the new shares issued on admission.

Use of proceeds and near-term catalysts

• Net proceeds of approximately £7.7 million will fund AO-252 through key 2026-27 milestones, including dose expansion and larger enrolment, with a view to planning registrational trials.
• The team expects material data readouts by Q4 2026 to support commercial and partnership discussions.
• The existing Roquefort STAT-6 programme will be assessed for potential Phase I clinical trials after the acquisition.

Background on the parties: Coiled USA is a clinical-stage oncology spin-out of A2A Pharma, which uses its SCULPT platform to accelerate drug discovery and has a track record of spinning out programmes to dedicated vehicles. More at a2apharma.com.

Josh’s take: big swing with real upside, but dilution and control are the trade-offs

Positives: this is a decisive upgrade to a clinical-stage story with a targeted, brain-penetrant asset and early signals of activity alongside a benign safety profile. The focus on prostate and ovarian cancer aligns with clear unmet need, and insider participation at 10 pence supports confidence. The Johnson & Johnson US$3.05 billion deal for a Phase I/II prostate cancer therapy in 2025 underscores M&A appetite in the space.

Watch-outs: dilution is heavy, with consideration shares at 74.85% and concert party control at 58.23% on admission. The £7.7 million net raise is relatively modest for oncology, so further financing or partnering may be needed beyond 2026. Clinical risk remains high in Phase I – efficacy is not yet established – and the move to AIM plus a 10:1 consolidation can alter liquidity dynamics. There are also 127,500,000 A2A deferred consideration shares and 36,617,030 options and warrants that could expand the count further.

Net-net, if you buy into the thesis around TACC3 and like the precision oncology angle, this is a cleaner, sharper proposition than the pre-deal Roquefort. Just size positions with the control dynamics and funding runway in mind.

Key dates and where to read more

• Admission document available: roquefortplc.com/shareholder-documents
• Latest time for proxies: 11.00 a.m. on 24 March 2026
• General meeting: 11.00 a.m. on 26 March 2026
• Admission to AIM and dealings commence: 8.00 a.m. on 27 March 2026
• New ordinary shares credited to CREST: 27 March 2026
• Share certificates despatched by: 17 April 2026

Ticker on admission: COIL. ISIN: GB00BSHRN331. Expected market cap at the placing price: £42.59 million.