Lyramid SPA 2nd Extension & Carve Out

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 31 August 2025 to 31 October 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 agreed in June 2025 to extend this date to 31 August 2025. The parties have now mutually agreed in writing to extend this date further to 31 October 2025.

Pleiades' fundraising with institutional and sovereign wealth fund investors in the GCC (Gulf Cooperation Council) has progressed. The terms for investment have been determined with the due diligence now proceeding. Therefore, the Company and Pleiades have agreed to a two-month extension.

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.

Incorporation of a New Equity Holding Company

As the Transaction is now likely to complete, a new equity holding company has now been incorporated (Midkine Investments Ltd) to hold the Pleiades Consideration Shares. At completion of the Transaction, existing shareholders and convertible loan note holders in Roquefort Therapeutics will be issued with shares in Midkine Investments Ltd pro-rata with their interest in Roquefort Therapeutics. This will effectively carve out the Pleiades shares for the benefit of existing Roquefort Therapeutics 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:

"We are encouraged by the progress Pleiades has made with its new investors and pleased to be able to reach an agreement to extend the date by a further two months to enable this material Transaction to complete. We have recently incorporated Midkine Investments Ltd in order 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