Lyramid SPA & MK Cell License Update

In brief · summary, not quotable

Roquefort Therapeutics plc has extended the Longstop Dates for both the Lyramid SPA and the MK Cell Out-License agreements with Pleiades Pharma Ltd to December 31, 2026. This extension is necessary to allow Pleiades sufficient time to complete its ongoing fundraising round with GCC investors, as completion of both the Lyramid subsidiary sale and the MK Cell patent out-licensing are contingent on this fundraising. All other terms of the existing agreements remain unchanged.

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Roquefort Therapeutics (LSE:ROQ), the Main Market listed biotech company, announces it has agreed to extend the Longstop Dates (defined below) in relation to the binding share purchase agreement ("Lyramid SPA") for the sale of its wholly owned subsidiary Lyramid Pty Ltd to Pleiades Pharma Ltd ("Pleiades"), and the binding agreement in relation to the out-licensing of MK Cell patents to Pleiades ("MK Cell Out-License") to 31 December 2026.

As previously announced, completion of the Lyramid SPA is contingent on Pleaides completing a fundraising round by a certain date (the "Lyramid SPA Longstop Date"). The current Lyramid SPA Longstop Date is 31 March 2026. Similarly, in accordance with the terms of the MK Cell Out-License, Pleaides is required to complete a fundraising round by a certain date (the "MK Cell Longstop Date"). The current MK Cell Longstop Date is 2 May 2025.

Pleiades' fundraising with institutional and sovereign wealth fund investors in the GCC (Gulf Cooperation Council) is continuing, however, the current Lyramid SPA Longstop Date and MK Cell Longstop Date (together the "Longstop Dates") do not allow sufficient time for Pleiades to complete its fundraising round and accordingly the parties have agreed to extend the Longstop Dates. All other terms in the Lyramid SPA and MK Cell Out-License remain unchanged.

Regulatory Information

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