Scancell Holdings to Acquire Neuphoria Therapeutics for $25 Million

Scancell Holdings plc (SCNLF) entered a merger agreement on July 23, 2026, to acquire Neuphoria Therapeutics Inc. (NEUP) in a deal valued at $25 million.

Deal Structure:

Each outstanding share of Neuphoria common stock will be converted into 37.77199 Scancell American Depositary Shares (ADSs) and one Contingent Value Right (CVR).

The CVR gives shareholders the potential to receive future cash payments if certain milestones are achieved. These payments may come from revenue generated by Neuphoria’s partnered assets, the sale or monetisation of certain Neuphoria intellectual property, and the receipt of an Australian R&D tax credit for the financial year ending June 30, 2026.

The merger will only be completed if Neuphoria has at least $10 million in net cash as of December 31, 2026, or on the completion date if the deal closes earlier.

It is expected that 204.14 million Scancell consideration shares, represented by 20.41 million ADSs based on the ADS ratio, will be issued to Neuphoria shareholders. This implies a value of $4.55 per Neuphoria share.

Company Profile:

Neuphoria is a clinical-stage biotechnology company focused on developing treatments for neuropsychiatric disorders. Its lead drug candidate, BNC210, was being evaluated for post-traumatic stress disorder (PTSD), but development was halted following unsuccessful Phase 3 trial results.

Scancell is a UK-based clinical-stage biotechnology company developing cancer immunotherapies using its ImmunoBody and Moditope platforms. Its pipeline includes immunotherapy candidates for melanoma and other solid tumors, as well as GlyMab antibody programs through its subsidiary, GlyMab Therapeutics.

Deal Details and Timeline:

In November 2025, Neuphoria Therapeutics initiated a review of strategic alternatives to maximize stockholder value. The stock was trading at $4.9 when Neuphoria launched its strategic alternatives. Last month, Neuphoria confirmed that it is in discussions with Scancell about the potential acquisition of Neuphoria by Scancell.

The combined company will operate under the name Scancell and intends to list on Nasdaq under the ticker symbol “SCLT.”

Scancell expects to raise $89 million through a mix of equity and debt financing. The company has already secured commitments from new and existing investors to raise $39.1 million through a private placement. It also plans to launch a UK placing to raise around $12 million and a retail offer targeting up to $3 million.

In addition, Scancell has signed a non-binding agreement with funds managed by BlackRock for up to $25 million in debt financing. The combined company is also expected to receive at least $10 million in additional cash from Neuphoria’s existing cash reserves.

Scancell’s lead cancer vaccine candidate, iSCIB1+, has received Fast Track designation from the US Food and Drug Administration (FDA), helping speed up its development and review. In a Phase 2 clinical trial, iSCIB1+, when used in combination with ipilimumab and nivolumab, showed promising results, with 77% of patients remaining free from disease progression after 22 months.

Once the merger is completed, Neuphoria will become an indirect wholly owned subsidiary of Scancell.

Leerink Partners is serving as financial advisor to Scancell, while H.C. Wainwright & Co. and WG Partners are acting as financial advisors to Neuphoria.

Deal Metrics:

For a comprehensive analysis of this merger, please visit the Deal Metrics page at the following link:
Deal Metrics for the merger of Scancell Holdings plc (SCNLF) and Neuphoria Therapeutics Inc. (NEUP)

The Deal Metrics page provides an in-depth look at M&A transactions, including:

• A chart tracking the spread history of the merger from its announcement to its completion or failure.
• A timeline of significant events, such as regulatory approvals, shareholder votes, etc.
• A roundup of news and SEC filings.
• A history of deal updates.
• And much more.

Disclaimer: Please conduct your own research before making any decisions based on the securities mentioned in this article. We cannot guarantee the accuracy or completeness of the information provided in this article.

Editor’s Note: Baranjot Kaur contributed to this article