Pharma BD Deal Intelligence
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.
98K US cases/yr · ~17% 5-yr survival, unresectable/metastatic melanoma
Cutaneous melanoma is the most lethal of the common skin cancers. US age-adjusted incidence rose from 15.1 per 100,000 in 1999 to 23.0 per 100,000 in 2021, with an estimated 97,610 new cases and 7,990 deaths in 2023. Most disease is caught early and cured surgically, but roughly 9% of patients present with regional nodal spread and 4% with distant metastases, and estimated five-year survival in the unresectable/metastatic setting remains about 17%. Melanoma carries one of the highest somatic tumour mutational burdens of any human cancer, which is why it responds to checkpoint blockade better than most solid tumours and why it is the lead indication for essentially every new immunotherapy modality.
First-line advanced melanoma is owned by checkpoint blockade. Ten-year follow-up gives nivolumab plus ipilimumab (anti-PD-1 plus anti-CTLA-4) 43% overall survival and single-agent pembrolizumab (anti-PD-1) 34%. Nivolumab plus relatlimab (Opdualag) added the first LAG-3 blocking antibody, restoring effector function in exhausted T cells and improving PFS over anti-PD-1 alone. Post-PD-1 relapse is contested by lifileucel (Amtagvi), the first FDA-approved tumour-derived T-cell therapy -- ex vivo expanded autologous tumour-infiltrating lymphocytes, ORR 31.5% -- and by RP1 (vusolimogene oderparepvec), a modified oncolytic HSV-1 immunotherapy studied with nivolumab in the IGNYTE trial. The therapeutic-vaccine lane Scancell competes in is led by intismeran autogene (mRNA-4157), Moderna/Merck's individualised neoantigen mRNA therapy paired with pembrolizumab in resected high-risk disease. iSCIB1+ is a DNA plasmid immunotherapy given with checkpoint inhibitors rather than as monotherapy, so its commercial case rests on adding response depth on top of anti-PD-1 -- Scancell reports 77% progression-free survival at 22 months in that combination -- with the Phase 3 primary readout guided for H2 2028.
Scancell Holdings plc agreed to acquire Nasdaq-listed Neuphoria Therapeutics in an all-share reverse merger: 37.77199 Scancell ADSs per NEUP share, ~204.1m consideration shares (~13.7% of pro forma share capital, ~US$24.6m at the US$0.1205 placement price), plus CVRs over Neuphoria's Merck collaboration, Pfizer KAT6 licence, other IP monetisation and Australian R&D tax credits.
US$39.1m private placement, ~US$12.0m UK placing, ~US$3.0m retail offer and up to US$25m of BlackRock debt, taking pro forma net cash to ~US$79.1m -- principally to fund Phase 3 development of iSCIB1+ in advanced melanoma.
Completion expected late Q4 2026 subject to customary closing conditions, including Neuphoria shareholder approval and Nasdaq listing of the Scancell ADSs. Neuphoria's own lead asset BNC210 was halted after the Phase 3 AFFIRM-1 miss in October 2025, so residual Neuphoria value sits in partnered assets and cash rather than an operating pipeline.
| Deal | Year | Value | Outcome |
|---|---|---|---|
| Scancell Holdings plc / Neuphoria Therapeutics Inc. (this deal) | 2026 | $25M | 56 |
| AstraZeneca PLC / Daiichi Sankyo Company, Limited | 2019 | $6.9B | 100 |
| Novartis AG / Endocyte, Inc. | 2018 | $2.1B | 96 |
| Astellas Pharma Inc. / Seagen Inc. | 2009 | $4.5B | 95 |
| Bristol-Myers Squibb Company / Medarex Inc. | 2009 | $2.4B | 92 |
| Servier / Agios Pharmaceuticals (oncology) | 2020 | $2.0B | 91 |
| Servier Pharmaceuticals LLC / Agios Pharmaceuticals Inc. | 2020 | $2.0B | 91 |
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