REG - Roquefort Theraptcs. - Issue of Convertible Loan Notes & Board Changes

Roquefort TherapeuticsAnnouncement

23/05/2024 07:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240523:nRSW6257Pa&default-theme=true

RNS Number : 6257P  Roquefort Therapeutics PLC  23 May 2024

23 May 2024

 

 

Roquefort Therapeutics plc

("Roquefort Therapeutics" or the "Company")

 

Issue of Convertible Loan Notes & Board Changes

 

Roquefort Therapeutics plc (LSE:ROQ, OTCQB:ROQAF), the Main Market listed
biotech company focused on developing first in class medicines in the high
value and high growth immuno-oncology market announces the issuance of
unsecured Convertible Loan Notes to raise net proceeds of £584,915 (after
issue discount and fees), the implementation of significant cost cutting and
the restructure of the Board.

 

Convertible Loan Notes

Roquefort Therapeutics has received commitments for £655,000 of convertible
loan notes to existing and new investors to raise net proceeds of £584,915
(after issue discount and fees) ("CLN Offer"), to bolster the Company's cash
reserves and provide sufficient funding, in conjunction with existing cash
reserves, for the Company for at least 12 months, during which time it expects
to sign a further licencing agreement and further commercialise its
pre-clinical portfolio.

 

Chairman Stephen West, CEO Ajan Reginald and Non-Executive Director Dr Darrin
Disley all participated in the CLN Offer with Mr West investing £26,750, Mr
Reginald investing £25,000 and Dr Disley investing £20,000.

 

The Convertible Loan Notes are unsecured with a 12 month maturity, have a
total face value of £655,000 and have been issued to noteholders at 95% of
the face value.  The interest rate is 12.5% accrued daily and paid upon
conversion (in shares) or repayment (in cash).  The conversion price of the
Convertible Loan Notes is calculated as the lower of a) 6 pence per share; and
b) 90% of the price equal to the 10-day volume-weighted average price
calculated backwards from the date which is three business days prior to the
notice of conversion given to the Company.  Other than with the written
consent of the Company, the noteholder is only permitted to convert the
Convertible Loan Notes into equity after three months from the date of
issue.  Noteholders will be issued with a total of 6,222,500 unlisted
warrants with an exercise price of 7.5 pence and expiry date of five years
from date of issue, being 10 unlisted warrants for every £1.00 invested.  In
addition, 497,800 broker warrants with the same terms will be issued.

 

Cost Cutting

In conjunction with the CLN Offer, the Company has implemented significant
cost cutting including a 50% reduction in salaries and Directors fees
effective from 1 March 2024.  It is intended that salaries and directors'
fees will be re-instated to 100% when a cash generative licencing deal is
completed.

 

Board Restructure

With the successful completion of the pre-clinical development programs,
Professor Sir Martin Evans will serve as a Non-Executive Director going
forward and relinquish the role of Chief Scientific Officer.  In addition, Dr
Michael Stein has completed his tenure as a Non-Executive Director and leaves
the Board effective immediately. In due course, as programs progress into
clinical trials, the Company will augment the Board and the Scientific
Advisory Board with the requisite clinical development expertise.

 

Ajan Reginald, Roquefort Therapeutics CEO commented:

"We are pleased to announce this convertible loan note offering. This funding,
together with our existing cash and cost reduction plan, provides the Company
with sufficient funds for at least the next 12 months independent of any funds
we expect to receive from licensing deals.  We have also announced deal terms
with PDC for our Midkine antibody portfolio earlier today and expect to
complete additional and potentially larger transactions in the second half of
this year. This funding provides the Company with the time and flexibility
required to complete the PDC transaction and other transactions we are
negotiating.  I'd like to take this opportunity to congratulate our R&D
team on completing the product development which helps to drive these deals
and to thank the shareholders, both old and new, who support our mission to
create life-saving medicines."

 

Stephen West, Roquefort Therapeutics Chairman commented:

"I would like to thank Professor Sir Martin Evans for his time as Chief
Scientific Officer, in which time we have made significant pre-clinical
progress, and we are pleased to retain his industry leading experience on our
Board going forward.  Michael Stein has stepped down as a Non-Executive
Director and I would like to thank him for his contribution to the Company
since its founding and wish him well for the future. Finally, I would like to
thank shareholders for their continued support in the Company."

 

ENDS

Enquiries:
 Roquefort Therapeutics plc
 Stephen West (Chairman) / Ajan Reginald (CEO)  +44 (0)20 3918 8633

 Hybridan LLP (Joint Broker)

 Claire Louise Noyce                            +44 (0)203 764 2341

 Optiva Securities Limited (Joint Broker)
 Vishal Balasingham / Daniel Ingram             +44 (0)20 3411 1881

 Buchanan (Public Relations)

 Ben Romney / Jamie Hooper / George Beale       +44 (0)20 7466 5000

 

LEI: ‎254900P4SISIWOR9RH34

 

About Roquefort Therapeutics

Roquefort Therapeutics (LSE:ROQ, OTCQB:ROQAF) is a Main Market listed biotech
company developing first in class drugs in the high value and high growth
oncology segment prior to partnering or selling to big pharma.

 

Roquefort Therapeutics' portfolio consists of five novel patent-protected
pre-clinical anti-cancer medicines.  The highly complementary profile of five
best-in-class medicines consists of:

·    Midkine antibodies with significant in vivo efficacy and toxicology
studies;

·    Midkine RNA therapeutics with novel anti-cancer gene editing action;

·    Midkine mRNA therapeutics with novel anti-cancer approach;

·    STAT-6 siRNA therapeutics targeting solid tumours with
significant in vivo efficacy; and

·    MK cell therapy with direct and NK cell-mediated anti-cancer action

 

For further information on Roquefort Therapeutics,
please visit www.roquefortplc.com (http://www.roquefortplc.com/)
 and @RoquefortTherap on X (formerly Twitter).

 

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IODDZGZKKFVGDZG