Scancell Holdings (LSE:SCLP) has agreed to merge with U.S.-based Neuphoria Therapeutics (NASDAQ:NEUP) in an all-share transaction that will create a combined biotechnology company operating under the Scancell name. Following completion of the deal, existing Scancell shareholders are expected to own approximately 85.5% of the enlarged group, while Neuphoria investors will hold the remaining 14.5%.
The combined business intends to secure a Nasdaq listing while retaining Scancell’s existing AIM quotation. Under the terms of the transaction, each Neuphoria share will be exchanged for American Depositary Shares (ADSs) in Scancell, with shareholders also receiving contingent value rights linked to Neuphoria’s partnered assets and potential future monetisation events.
Financing package to fund late-stage melanoma programme
Alongside the merger, Scancell is putting in place financing of up to US$89 million to support the next stage of its clinical development strategy.
The funding package includes a US$39.1 million private placement, a UK placing and retail offer targeting approximately US$15 million, and a proposed US$25 million debt facility backed by funds managed by BlackRock.
Subject to the successful completion of the merger and Nasdaq listing in the fourth quarter of 2026, the enlarged group expects to hold pro forma net cash of around US$79.1 million (£59.2 million). Management believes this will extend the company’s cash runway into 2029 and fully fund the planned global registrational Phase 3 trial of its lead melanoma immunotherapy, iSCIB1+.
Dual listing supports U.S. expansion strategy
The proposed Nasdaq listing is intended to broaden Scancell’s access to U.S. capital markets and increase its visibility among specialist life sciences investors. The merger with Neuphoria is also expected to strengthen the company’s presence in the U.S. biotechnology market while supporting the advancement of its late-stage oncology pipeline.
Management sees the transaction as an important step towards accelerating clinical development and creating a stronger platform for future growth.
Financial outlook reflects growth opportunity and investment needs
Scancell’s outlook continues to reflect the characteristics of a clinical-stage biotechnology company, with ongoing operating losses, cash burn and negative equity weighing on its financial profile. Valuation also remains constrained by the absence of positive earnings.
However, recent clinical and regulatory progress has strengthened investor sentiment, supported by a clear pathway towards Phase 3 development. Technical indicators remain positive, although elevated share price momentum suggests the stock could experience increased short-term volatility.
About Scancell Holdings
Scancell Holdings is a UK-based biotechnology company focused on developing targeted, off-the-shelf cancer immunotherapies. Its lead programme, iSCIB1+, is being developed for the treatment of advanced melanoma, while the company continues to expand its oncology pipeline. Scancell is listed on AIM and is seeking a dual listing on Nasdaq to broaden its access to U.S. institutional investors and support its long-term growth strategy.
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