LONDON: UK-based clinical-stage biotech Scancell Holdings plc (AIM: SCLP) has agreed to acquire Nasdaq-listed Neuphoria Therapeutics Inc. (Nasdaq: NEUP) in an all-share merger, the companies announced today. Once the deal closes, the combined business will keep the Scancell name and plans to list on Nasdaq under the ticker “SCLT.”
The merger is being paired with a substantial capital raise. Scancell is lining up as much as $89 million through a mix of equity and debt, including:
- A $39.1 million (~£29.2 million) Private Placement, already committed to by new and existing shareholders
- A UK Placing targeting roughly $12.0 million (~£9.0 million), launching today
- A Retail Offer to raise up to $3.0 million (~£2.3 million)
- A non-binding term sheet with BlackRock-managed funds for up to $25 million (~£18.7 million) in debt financing
On top of that, Neuphoria’s existing cash balances are expected to hand the combined company at least $10 million (~£7.5 million) in additional cash once the merger completes.
Both boards have unanimously signed off on the transaction, though it still needs approval from shareholders of both companies.
Why the Deal Makes Sense, According to Scancell
Scancell’s headline asset, iSCIB1+, already has FDA fast-track designation and has posted strong early results — a 77% progression-free survival rate at 22 months when combined with the checkpoint inhibitors ipilimumab and nivolumab. More data, including overall survival figures from the ongoing Phase 2 SCOPE study, is expected within the next year.
The logic behind going public on Nasdaq is straightforward: it opens the door to US investors and the broader American life sciences funding ecosystem. Scancell says the new capital will fund a registrational Phase 3 trial for iSCIB1+, carrying the company through a primary readout expected in the second half of 2028, and should stretch its cash runway into 2029.
Scancell CEO Dr Phil L’Huillier framed the move as a way to secure the resources needed to push iSCIB1+ into a randomized Phase 3 study in advanced melanoma, pointing to the Phase 2 SCOPE data as justification for advancing the program. Neuphoria Chairman Alan Fisher, for his part, characterized the deal as a chance for Neuphoria stockholders to gain exposure to Scancell’s oncology pipeline while still retaining some potential upside from Neuphoria’s existing partnered assets through contingent value rights.
How the Transaction Is Structured
The overall package breaks down into two buckets: the “US Listing Transactions” (the merger itself, the Private Placement, the debt financing, and the Nasdaq listing) and the “UK Financing Transactions” (the UK Placing and Retail Offer).
The merger terms: Neuphoria shareholders will receive Scancell ADSs at an exchange ratio of roughly 37.77 ADSs per Neuphoria share, working out to about 20.4 million ADSs (representing roughly 204.1 million underlying shares). That’s expected to leave Neuphoria stockholders holding approximately 13.7% of Scancell’s enlarged share capital after closing, with existing Scancell shareholders and new financing investors holding the remaining majority stake.
Contingent Value Rights (CVRs): Neuphoria stockholders will also get non-transferable CVRs tied to potential future payouts — including from Neuphoria’s collaboration with Merck, its licensing arrangement with Pfizer around KAT6, any monetization of remaining Neuphoria IP, and a pending Australian R&D tax credit.
Debt financing: The proposed BlackRock facility would be drawn in four tranches through December 2027, with part potentially converting to equity and lenders receiving warrants tied to drawdown amounts.
Share consolidation: Ahead of closing, Scancell plans a 10-for-1 share consolidation so that each ADS represents ten consolidated ordinary shares — a move aimed at aligning the share price with typical US market expectations.
The US Listing Transactions are all contingent on one another and are targeted to close together in late Q4 2026, pending shareholder votes, Nasdaq’s listing review, SEC clearance, and other customary conditions. The UK Placing and Retail Offer, notably, are not conditional on the US side of the deal closing and are expected to complete within Scancell’s existing share authorities.
Closing also hinges on Neuphoria maintaining at least $10 million in net cash through year-end (or through completion, if earlier), and on the overall financing package reaching a minimum of $75 million.
Related-Party Involvement
Some of Scancell’s largest existing shareholders are participating directly in the raise. The Redmile Funds, which hold about 28.6% of Scancell’s ordinary shares, have agreed to convert outstanding convertible loan notes into new non-voting shares and/or restricted ADSs, and to subscribe for additional non-voting shares in the Private Placement — while capping their voting stake at under 10% going forward. Vulpes, holding roughly 13.8% of Scancell currently, has also committed to the Private Placement. CEO Dr Phil L’Huillier is participating on a smaller scale as well. Scancell’s independent directors, advised by nominated adviser Panmure Liberum, have deemed these related-party arrangements fair to shareholders.
What Happens to Neuphoria’s Other Business
Neuphoria has been in strategic-review mode since its lead PTSD candidate, BNC210, missed both primary and secondary endpoints in the Phase 3 AFFIRM-1 trial for social anxiety disorder back in October 2025. As of the end of March 2026, the company had $19.4 million in cash, one employee, no ongoing revenue, and posted a $0.5 million net loss for the quarter.
Post-merger, Scancell does not plan to further develop Neuphoria’s non-partnered assets, aside from minimal upkeep needed to preserve related IP. The focus will remain squarely on advancing iSCIB1+ and the rest of Scancell’s pipeline. As part of the arrangement, a current Neuphoria director is expected to join Scancell’s board as a new non-executive director once formalities are complete.
Leerink Partners is advising Scancell on the merger, while H.C. Wainwright & Co. and WG Partners LLP are advising Neuphoria. Leerink Partners, TD Cowen, and H.C. Wainwright & Co. are acting as placement agents on the Private Placement. Panmure Liberum is running the UK Placing as sole placement agent and also serves as joint corporate broker to Scancell alongside WG Partners LLP.
Scancell Holdings plc is a late-stage clinical biotech developing off-the-shelf active immunotherapies through its ImmunoBody® and Moditope® platforms. Its lead candidate, iSCIB1+, has shown a favorable safety profile and clinical activity both alone and combined with checkpoint inhibitors in melanoma patients. The company’s GlyMab Therapeutics subsidiary is also developing antibodies targeting tumor-specific glycans, two of which are already licensed to Genmab A/S.
Neuphoria Therapeutics Inc., based in Delaware, is a clinical-stage biotech focused on neuropsychiatric disorders. Its lead candidate, BNC210, is an oral compound designed to ease anxiety and stress symptoms without the sedation or addiction risks associated with many existing treatments.
