Scancell to merge with Neuphoria and list on Nasdaq, plans up to $89 million financing

Scancell Holdings plc and Neuphoria Therapeutics Inc. announced on July 23, 2026 an all-share merger in which Scancell will acquire Neuphoria, with existing Scancell shareholders expected to own 85.5 percent of the combined company and Neuphoria existing shareholders owning 14.5 percent.¹ The combined company plans to operate under the name Scancell and will apply to trade on Nasdaq under the symbol "SCLT."¹

Alongside the merger, Scancell expects to secure up to $89 million of financing through a combination of equity and debt, having secured commitments for a Private Placement of $39.1 million and intending to launch a UK Placing to raise approximately $12.0 million and a Retail Offer to raise up to $3.0 million.¹ Scancell has also entered a non-binding term sheet with funds managed by BlackRock for Debt Financing of up to $25 million.¹

The company said the financing is meant to fund development of its lead program. Scancell's lead asset, iSCIB1+, has fast-track designation from the FDA and has shown 77 percent Progression Free Survival at 22 months in combination with ipilimumab and nivolumab, with further Phase 2 SCOPE study data expected within 12 months.¹ The financing is intended to fund the registrational Phase 3 study through key milestones including a primary readout in H2 2028, and is expected to extend cash runway into 2029.¹

On the Neuphoria side, the company's lead candidate BNC210 failed its most recent late-stage trial. Following the AFFIRM-1 Phase 3 trial announcement on October 20, 2025, in which the trial missed its primary and secondary endpoints, Neuphoria halted development of BNC210 in social anxiety disorder and is conducting a strategic review.¹ As of March 31, 2026, Neuphoria had total cash resources of $19.4 million, no material assets from which Scancell is expected to benefit, no ongoing revenue, one employee, and a net loss of $0.5 million for the quarter.¹

The transactions are expected to close in late Q4 2026, subject to shareholder approvals at both companies, Nasdaq listing approval, and SEC review.¹