Scancell Holdings (AIM:SCLP) has agreed an all-share merger with Neuphoria Therapeutics that will see the combined group list on Nasdaq under the ticker "SCLT" alongside Scancell's existing AIM listing.
The Oxford-based immunotherapy developer will issue Scancell ADSs to Neuphoria stockholders at an exchange ratio of 37.77199 ADSs per share, plus a contingent value right (CVR) tied to Neuphoria's partnered assets, including its licence agreements with Merck Sharp & Dohme and Pfizer, and an Australian R&D tax credit.
Existing Scancell shareholders will own 85.5% of the enlarged company, with Neuphoria holders taking 14.5%.
Alongside the merger, Scancell has lined up financing of up to $89 million: a $39.1 million private placement already committed by new and existing shareholders, a UK placing targeting $12 million at 9p per share, a retail offer of up to $3 million via the Winterflood Retail Access Platform, and a non-binding $25 million debt facility from BlackRock-managed funds. Completion is also expected to bring at least $10 million of Neuphoria's own cash into the group.
The capital is earmarked for the global Phase 3 trial of iSCIB1+, Scancell's lead active immunotherapy in advanced melanoma, which holds US Food and Drug Administration fast-track designation and showed 77% progression-free survival at 22 months in combination with ipilimumab and nivolumab.
"We strongly believe this transaction creates meaningful near- and long-term value for shareholders of both companies", said chief executive Phil L'Huillier.
Completion requires approval from both companies' shareholders, Nasdaq listing clearance and a minimum $75 million raised through the financing, with a 28 February 2027 deadline. The Phase 3 primary readout is expected in the second half of 2028, extending Scancell's cash runway into 2029.
News Intelligence what this means for the company
Scancell has secured a path to Nasdaq listing and up to $89 million in committed or near-committed funding through an all-share merger with Neuphoria Therapeutics, with existing Scancell shareholders retaining 85.5% ownership. The capital directly funds the global Phase 3 trial of iSCIB1+, its lead melanoma immunotherapy, which showed 77% progression-free survival at 22 months in combination therapy and holds FDA fast-track designation; the primary readout is expected in H2 2028, extending cash runway into 2029.
The deal materially extends Scancell's runway to Phase 3 readout and provides US capital-market access, reducing dilution risk to existing shareholders (who retain 85.5%) while securing the $75 million minimum needed to fund the pivotal trial. Execution risk remains: shareholder approval, Nasdaq clearance, and the non-binding $25 million debt facility from BlackRock-managed funds are not yet locked.
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