Neuphoria agrees to all-share merger with Scancell in deal valuing Neuphoria holders at 14.5% stake

Neuphoria holders will also get non-transferable CVRs tied to milestones and monetization of partnered assets, certain IP, and an Australian R&D tax credit.

Scancell targets up to $89 million of equity and debt financing, including $39.1 million private placement, about $12 million UK placing, up to $3 million retail offer, and up to $25 million debt.

Closing is expected in late Q4 2026, subject to shareholder votes and Neuphoria maintaining at least $10 million of net cash at year-end 2026 or completion.

Scancell agreed to acquire Neuphoria in an all-share merger, creating a combined company operating as Scancell with a planned Nasdaq listing under “SCLT”.

Neuphoria shareholders will receive 37.77 Scancell ADSs per share, implying about 20,414,065 ADSs, or roughly 13.7% of Scancell’s enlarged ordinary share capital.