Neuphoria and Scancell agree to all-share merger with up to $89 million financing

Scancell Holdings plc (AIM: SCLP) and Neuphoria Therapeutics Inc. (Nasdaq: NEUP) announced on July 23, 2026 an all-share merger in which Scancell will acquire Neuphoria. The combined company would operate under the name Scancell and plans to apply to trade on Nasdaq under the symbol SCLT, in addition to its existing AIM listing. The boards of both companies unanimously approved the transaction, which is conditional on approval by the shareholders of both companies. Neuphoria attached the announcement as Exhibit 99.1 to its Form 8-K filed on July 24, 2026.

The merger terms

Each share of Neuphoria common stock outstanding immediately before the merger becomes the right to receive a number of Scancell American Depositary Shares equal to an exchange ratio of 37.77199, plus one contingent value right, or CVR. The share consideration totals 20,414,065 ADSs, representing 204,140,654 consideration shares.

The CVRs give Neuphoria stockholders the right to receive future conditional cash payments tied to milestones on Neuphoria's partnered assets, any monetisation of certain of its intellectual property rights, and receipt of an Australian R&D tax credit for the year ended 30 June 2026. Closing is also conditional on Neuphoria's net cash position at 31 December 2026 or at completion. The merger is expected to give the combined company a minimum of $10 million of additional cash from Neuphoria's balances.

The financing package

Scancell expects to secure up to $89 million through a combination of equity and debt. It has secured commitments from new and existing shareholders for a private placement of $39.1 million, or about £29.2 million, through the issue of 324,190,865 new ordinary shares, including shares represented by ADSs, and non-voting ordinary shares. The placement price is $0.1205, or £0.09, per ADS, ordinary share or non-voting ordinary share.

Scancell also intends to launch a UK placing to raise about $12.0 million and a retail offer of up to $3.0 million, both at 9 pence per ordinary share and neither conditional on the U.S. listing transactions. It has entered into a non-binding term sheet with certain funds and accounts managed by BlackRock for up to $25 million of debt financing.

The U.S. listing transactions are inter-conditional and are expected to complete concurrently in late Q4 2026. They depend on approval by Scancell's shareholders at a general meeting, approval of the merger by Neuphoria's stockholders at a special meeting, and the Nasdaq listing of Scancell's ADSs, which is subject to Nasdaq's process and SEC review.

Scancell's lead asset and Neuphoria's partnered programs

Scancell's lead asset is iSCIB1+, which has fast-track designation from the U.S. Food and Drug Administration. The release says it shows potent and durable efficacy, with 77 per cent progression free survival at 22 months in combination with ipilimumab and nivolumab. It says further progression free survival and overall survival data from the Phase 2 SCOPE study are expected within the next 12 months. The financing is meant to fund a registrational Phase 3 study, with the primary readout expected in H2 2028, and, the company expects, will extend the group's cash runway into 2029.

The efficacy claim rests on the Phase 2 SCOPE study, whose further survival data are still to come. The release gives no patient numbers, p-value or control-arm comparison for the 77 per cent figure, and the registrational study the money is meant to fund is a randomized trial that has yet to report. Neuphoria holders would own 14.5 per cent of the combined company, against 85.5 per cent for existing Scancell holders. Part of the package is soft: the UK placing and retail offer were only to be launched, and the BlackRock debt is a non-binding term sheet. The U.S. listing steps are inter-conditional, so a failure of one could stop the others.

Neuphoria's chairman, Alan Fisher, said that "we believe this transaction offers Neuphoria stockholders a compelling opportunity to participate in the future value creation of Scancell's differentiated oncology pipeline," and that the CVRs preserve potential upside from Neuphoria's partnered assets. The company's annual report for the fiscal year ended June 30, 2025 described a partnership with Merck for its alpha7 receptor positive allosteric modulator program.

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NEUPNeuphoria Therapeutics Inc.NASDAQ · United StatesOpen the starter deskSCLPScancell Holdings PlcLSE · United KingdomOpen the starter desk