Pharma BD Deal Intelligence

Scancell Holdings plc / Neuphoria Therapeutics Inc.

2026 · Reverse Merger · $25M · Pending

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Scancell Holdings plc (AIM: SCLP) agreed on 23 July 2026 to acquire Nasdaq-listed Neuphoria Therapeutics Inc. (NEUP) in an all-share reverse merger that gives Scancell a US listing while retaining its AIM quotation. Neuphoria shareholders receive 37.77199 Scancell ADSs per NEUP share -- approximately 204.1 million consideration shares, or ~13.7% of the pro forma ordinary share capital, worth roughly US$24.6 million at the US$0.1205 placement price -- plus non-transferable Contingent Value Rights entitling them to a pro rata share of net proceeds from Neuphoria's partnered assets (the Merck collaboration and the Pfizer KAT6 licence), other IP monetisation over a 15-year term, and Australian R&D tax credits. The transaction is accompanied by up to US$89 million of financing: a US$39.1 million private placement, a ~US$12.0 million UK placing, a ~US$3.0 million retail offer, and up to US$25 million of debt from BlackRock, leaving pro forma net cash of approximately US$79.1 million. Proceeds are earmarked principally for Phase 3 development of iSCIB1+, Scancell's DNA plasmid immunotherapy for advanced melanoma, which reported 77% progression-free survival at 22 months in combination with checkpoint inhibitors and has a Phase 3 primary readout guided for H2 2028. Neuphoria (formerly Bionomics) halted development of lead CNS candidate BNC210 after the Phase 3 AFFIRM-1 trial missed in October 2025, leaving partnered assets and cash as its principal value. Completion is expected in late Q4 2026, subject to customary closing conditions.

Key facts

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