Scancell targets Nasdaq with Neuphoria merger and up to $89 million funding package

What has Scancell announced?

Scancell Holdings has unveiled a complex and potentially transformative deal combining an all-share acquisition, a proposed Nasdaq listing and a substantial funding package.

The AIM-listed biotechnology company has agreed to acquire US-listed Neuphoria Therapeutics. The combined business would retain the Scancell name, remain listed on AIM and seek a Nasdaq listing under the ticker SCLT.

The main strategic aim is clear: secure the capital and US market access needed to fund a global registrational Phase 3 trial of iSCIB1+, Scancell's lead active immunotherapy for advanced melanoma.

A registrational trial is a late-stage study intended to provide evidence that could support an application for regulatory approval.

The headline figures

Item	Announced detail
Private placement	$39.1 million, approximately £29.2 million
UK institutional placing	Approximately $12.0 million, or £9.0 million
Retail offer	Up to $3.0 million, or £2.3 million
Proposed debt facility	Up to $25 million, or £18.7 million
Minimum Neuphoria cash required	$10 million
UK fundraising price	9p per share
Expected transaction completion	Late Q4 2026
Expected cash runway	Into 2029
Phase 3 primary readout target	H2 2028

Scancell says the equity and debt financing will provide the capital required to take the Phase 3 iSCIB1+ study through key clinical milestones.

The company expects a pro forma net cash balance of approximately $79.1 million before transaction costs, including Neuphoria's closing cash. However, several parts of the package remain conditional, while the debt agreement is currently only a non-binding term sheet.

Why acquire Neuphoria?

This does not look like a conventional acquisition driven by a desire to combine two operating drug pipelines.

Neuphoria had cash resources of $19.4 million at 31 March 2026, but Scancell says that, apart from cash, it has no material assets from which the combined group is expected to benefit. Neuphoria has no ongoing revenue and one employee.

Neuphoria's Phase 3 AFFIRM-1 trial of BNC210 missed its primary and secondary endpoints in October 2025. Development in social anxiety disorder was halted, and the company entered a strategic review.

Scancell does not intend to develop Neuphoria's non-partnered assets, except for limited maintenance and enforcement activity around intellectual property agreements. The enlarged group will instead focus on iSCIB1+ and Scancell's existing pipeline.

In practical terms, Neuphoria offers Scancell an existing US-listed corporate route, at least $10 million of required closing cash and a structure through which it can seek direct access to US investors.

Neuphoria shareholders retain potential value from certain partnered assets through contingent value rights, or CVRs. These provide possible future cash payments if specified partnership, intellectual property or tax-credit milestones generate proceeds. The CVRs will not be transferable or listed.

The clinical case behind the transaction

Scancell's investment case continues to rest heavily on iSCIB1+.

The company reports 77% progression-free survival at 22 months when iSCIB1+ is used alongside ipilimumab and nivolumab. Progression-free survival measures how long patients live without their cancer worsening.

The programme has also received fast-track designation from the US Food and Drug Administration. Further progression-free survival and overall survival data from the Phase 2 SCOPE study are expected during the next 12 months.

Scancell now wants to move into a randomised Phase 3 trial, with the primary readout targeted for the second half of 2028.

The positive interpretation is that management is seeking enough capital to run the pivotal programme without returning immediately for another major fundraising. The expected runway into 2029 would extend beyond the planned primary readout.

The risk is that Phase 2 results do not guarantee Phase 3 success. Late-stage cancer trials are expensive, lengthy and clinically uncertain, while delays could increase the amount of capital ultimately required.

What does the deal mean for dilution?

Dilution is one of the most important issues for existing Scancell shareholders.

Neuphoria shareholders are expected to receive 204,140,654 Scancell consideration shares, represented by 20,414,065 American Depositary Shares, or ADSs. An ADS is a US-traded security representing shares in a non-US company.

The private placement could issue up to 279,377,587 new ordinary shares and 44,813,278 non-voting shares before the proposed consolidation. Additional shares will be issued through the UK placing and retail offer, while Redmile's convertible loan notes are expected to convert into shares representing 159,865,155 existing ordinary shares before anti-dilution adjustments and any shares issued for accrued interest.

The exact final ownership position for current Scancell shareholders is not disclosed and will depend on the completed fundraising, Redmile's elections and the final ADS ratio.

At completion, Scancell shareholders together with investors participating in the new financings are expected to own 86.3% of the ordinary share capital. Neuphoria shareholders would own 13.7%. Including non-voting shares, those proportions become 88.9% and 11.1% respectively.

That is different from the headline 85.5% and 14.5% merger split, which excludes the financing and loan-note conversion.

The share consolidation explained

Scancell plans to consolidate every 10 existing ordinary shares into one new consolidated share before completing the US transactions.

A consolidation reduces the number of shares in issue while increasing the price per share proportionately. By itself, it does not change an investor's percentage ownership or the underlying value of the company.

The purpose is to help align the ADS price with US market expectations. Each ADS is initially expected to represent 10 consolidated Scancell shares, although the final ratio remains subject to change.

Conditions that still need to be cleared

This is not a completed transaction. The US listing transactions are inter-conditional, meaning they are designed to complete together and failure of one element could prevent the others proceeding.

Key conditions include:

• Approval from Scancell and Neuphoria shareholders
• SEC effectiveness of the Form F-4 registration statement
• Approval for the Scancell ADSs to list on Nasdaq
• AIM admission applications for the relevant new shares
• At least $75 million of financing being secured
• The private placement agreements remaining in force
• Neuphoria having at least $10 million of net cash at closing

The merger can be terminated if it has not completed by 28 February 2027, although this deadline may be extended by 60 days if the SEC has not completed its review.

Scancell has voting support covering approximately 42.7% of its existing ordinary shares, providing a meaningful level of backing ahead of its general meeting. It does not, however, remove the remaining regulatory, financing and execution conditions.

Debt adds another layer of risk

The proposed BlackRock-managed debt facility could provide up to $25 million across four tranches through December 2027.

It would be secured and interest-bearing, although the interest rate and full commercial terms have not been disclosed. Part of the borrowing may convert into equity, and warrants are expected to be issued alongside drawdowns, creating further potential dilution.

Crucially, the term sheet is non-binding and remains subject to due diligence and a definitive agreement. Scancell expects to finalise it during Q3 2026 and initially draw $7 million before completing the US listing transactions.

What shareholders should watch next

The strategic prize is substantial: a Nasdaq presence, broader access to US biotechnology investors and funding intended to carry iSCIB1+ through its pivotal Phase 3 readout.

But shareholders are being asked to assess a complicated package involving a merger, several equity issues, convertible loan notes, non-voting shares, possible debt conversion, warrants and a share consolidation.

The next important announcements will cover the UK placing and retail offer results, the shareholder circular, the general meeting, final debt terms and the SEC and Nasdaq processes. Those disclosures should make the final dilution, financing costs and ownership structure considerably clearer.