Scancell Holdings and Neuphoria Therapeutics announced an all-share merger agreement in which Scancell will acquire Neuphoria, with the combined company expected to operate under the Scancell name and list on Nasdaq under the symbol “SCLT” in addition to Scancell’s existing AIM listing. Under the agreed terms, existing Scancell shareholders are expected to own approximately 85.5% of the combined company, with Neuphoria shareholders owning approximately 14.5%, excluding the impact of new shares issued through the associated financing.
Alongside the merger, Scancell expects to secure up to $89 million in financing through a combination of equity and debt. The company has secured commitments for a private placement of $39.1 million from new and existing shareholders, and intends to launch a UK placing to raise approximately $12 million along with a retail offer to raise up to $3 million. Scancell has also entered into a non-binding term sheet with funds and accounts managed by BlackRock for debt financing of up to $25 million. Completion of the merger is expected to provide the combined company with a minimum of $10 million in additional cash from Neuphoria’s existing cash balances, and the group anticipates a pro forma net cash balance of approximately $79.1 million once the financing closes.
The proceeds are intended to fund a global registrational Phase 3 trial for Scancell’s lead program, iSCIB1+, an active immunotherapy for advanced melanoma that has received fast-track designation from the U.S. Food and Drug Administration. The company said iSCIB1+ has demonstrated 77% progression-free survival at 22 months in combination with ipilimumab and nivolumab, with additional progression-free survival and overall survival data from the Phase 2 SCOPE study expected within the next 12 months. Scancell said the financing is expected to extend the group’s cash runway into 2029 and support the Phase 3 trial through its primary readout, anticipated in the second half of 2028.
Under the merger terms, each share of Neuphoria common stock will convert into the right to receive Scancell American Depositary Shares at an exchange ratio of 37.77199, along with a contingent value right tied to potential future payments from Neuphoria’s partnered assets, including its research collaboration with Merck Sharp & Dohme and its licensing agreement with Pfizer related to KAT6, as well as any monetization of certain intellectual property and an Australian R&D tax credit. Completion of the transaction is subject to approval by shareholders of both companies, a minimum $75 million financing threshold, Nasdaq listing requirements, and other customary closing conditions, with the transaction expected to close in the fourth quarter of 2026.
Leerink Partners is serving as financial advisor to Scancell on the merger, while H.C. Wainwright & Co. and WG Partners LLP are advising Neuphoria. Cooley (UK) LLP is legal counsel to Scancell, and Winston Taylor LLP is legal counsel to Neuphoria.
KEY QUOTES:
“This transaction will establish Scancell on Nasdaq and enables access to US investors and the broader US life sciences sector for the capital we need to execute the registrational Phase 3 study for iSCIB1+ in advanced melanoma. We believe the compelling data from our Phase 2 SCOPE study demonstrating benefit to patients across multiple clinical endpoints warrants pressing forward to evaluate the product in a registrational randomized study.”
Dr Phil L’Huillier, Chief Executive Officer, Scancell
“We believe this transaction offers Neuphoria stockholders a compelling opportunity to participate in the future value creation of Scancell’s differentiated oncology pipeline, while preserving potential upside from Neuphoria’s partnered assets through the CVRs.”
Alan Fisher, Chairman, Neuphoria
