Lyramid SPA Extension

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, advises that deadline to complete the binding share purchase agreement (the "SPA") for the sale of its wholly owned subsidiary Lyramid Pty Ltd ("Lyramid") to Pleiades Pharma Limited ("Pleiades") (the "Transaction") has been extended from 30 June 2025 to 31 August 2025.

Background & Reason for Extension

On 1 February 2025 the Company signed the SPA for the sale of its wholly owned subsidiary Lyramid to Pleiades for a total consideration amount of up to US$10.8 million. Completion of the SPA is contingent inter alia on Pleaides completing a fundraising round by a certain date (the "Longstop Date"). The Longstop Date was originally 30 June 2025; however, the parties have mutually agreed in writing to extend this date to 31 August 2025.

Pleiades has advised that its fundraising with certain high-profile investors in the United Arab Emirates is advancing; however, due to the recent geopolitical events in the region they are experiencing some delays in closing the funding round and have requested a two month extension to allow additional time to close the funding.

Upon completion of the Transaction, the Company will receive shares in Pleiades ("Pleiades Consideration Shares") and potentially some cash of up to US$2 million. The amount of cash received upfront will be determined at completion via a mechanism in the SPA.

Intention to Incorporate a New Equity Holding Company

Immediately prior to completion, it is the intention of the Company to incorporate a new subsidiary company to hold the Pleiades Consideration Shares ("New Equity Holding Company"). Existing shareholders and convertible loan note holders in Roquefort Therapeutics at completion will then be issued with shares in New Equity Holding Company pro-rata with their interest in Roquefort Therapeutics. This will effectively carve out the Pleiades shares for the benefit of existing shareholders.

The Company will provide shareholders with further updates regarding the progress of this material Transaction as appropriate.

Dr Darrin Disley, OBE, Roquefort Therapeutics Interim Managing Director commented:

"Although it is frustrating that we were unable to complete the Lyramid SPA by the original Long Stop Date we are pleased that Pleiades have agreed to extend the date by two months to enable this material Transaction to complete. In parallel we are working on plans to carve-out a significant portion of value from this Transaction for existing Roquefort Therapeutics shareholders ahead of advancing our plans to acquire clinical stage assets and/or revenue generating life science businesses."

Regulatory Information