Fundraise & Transaction Update

Roquefort Therapeutics plc (LSE:ROQ), the Main Market listed biotech company, is pleased to announce that it has raised funds of £300,000, with £200,000 by way of advance subscription agreements ("Advance Subscriptions") from certain strategic investors, and £100,000 by way of a loan from A2A Pharmaceuticals, Inc. ("A2A Pharma") (the "A2A Pharma Loan").

The aggregate net proceeds of the Advance Subscriptions and A2A Pharma Loan will be used to fund the upfront costs of the proposed transaction with A2A Pharma and Coiled Therapeutics, Inc. ("Coiled USA") which will result in the Company acquiring the exclusive licence rights to AO-252, a novel first-in-class, first-in-human new drug alternative targeting the TACC3 protein for the treatment of certain cancers (the "Proposed Transaction"), initially announced by the Company on 8 September 2025.

Stephen West, the Company's Chairman, participated in the Advance Subscriptions with an investment of £45,000.

Terms of the Advance Subscriptions

The Advance Subscriptions instrument allows investors to subscribe for ordinary shares in the Company at a discount of 20% to the issue price at the next placing ("Next Placing Price") undertaken by the Company in conjunction with the Proposed Transaction. The determination of the issue price and the issue of the Advance Subscriptions shares will take place in conjunction with completion of the Proposed Transaction. The Advance Subscriptions instrument includes a right to receive a one for one warrant in the event that the Advance Subscription shares are still held by the investor on 30 June 2026 ("Loyalty Warrant"). The Loyalty Warrant has an exercise price equal to the Next Placing Price and a term of two years from the issue date.

Terms of the A2A Pharma Loan

The A2A Pharma Loan accrues interest at a rate of 5% and is repayable on the earlier of (a) the date of completion of the Proposed Transaction; (b) the date falling 12 months after the loan; or (c) the date falling 6 months after the term sheet relating to the Proposed Transaction is terminated.

A2A Pharma may, at its sole discretion, elect to convert some or all of the A2A Pharma Loan into ordinary shares in Roquefort Therapeutics at a price of 2p per share.

Proposed Transaction Update

The Company has appointed all the advisors required to complete the documentation for the Proposed Transaction and drafting of the main transaction documents is now progressing well. The Company will provide further updates on the Proposed Transaction in due course.

Stephen West, Executive Chairman, commented:

"We are pleased to have completed this fundraise which provides the funding for the upfront costs associated with our recently announced proposed value accretive transaction. It is particularly pleasing to see the participation of A2A Pharma for a significant amount of the proceeds raised, demonstrating their commitment to move the deal towards completion in an efficient and timely manner. We look forward to providing more updates as appropriate as we hit the critical milestones of this transformative transaction."

About A2A Pharma

A2A Pharma is a private, well-funded company that uses proprietary computational systems, including generative AI with its SCULPT™ platform to accelerate the development of novel drug alternatives for life threatening diseases like cancer. This enables a more efficient process than traditional trial and error approaches to drug discovery.

A2A Pharma aims to develop therapies to early clinical stages and then spin them out into standalone entities to progress them through clinical development. In 2018 A2A Pharma spun out its MLL-Menin program to Biomea Fusion, Inc. ("Biomea Fusion"), a company that completed an IPO on Nasdaq in 2021 raising US$153 million and listing with a market capitalisation of US$464 million. Post-IPO, Biomea Fusion's market capitalisation reached a peak of over US$1 billion.