Scancell to merge with Nasdaq-listed Neuphoria, raise up to $89M
What's the deal? UK-based clinical-stage biotech ScancellDealroom has a profile for this one. Try Dealroom → Holdings has agreed to acquire Nasdaq-listed Neuphoria Therapeutics in an all-share merger, the companies announced. The combined business will keep the Scancell name and plans to list on Nasdaq under the ticker "SCLT."
The numbers: The merger is paired with a capital raise of up to $89 million in equity and debt. That includes a $39.1 million private placement already committed by new and existing shareholders, a UK placing targeting about $12.0 million, a retail offer of up to $3.0 million, and a non-binding term sheet with BlackRock-managed funds for up to $25 million in debt financing.
On top of that, Neuphoria's existing cash is expected to hand the combined company at least $10 million once the merger completes.
What's the endgame? Scancell's lead asset, iSCIB1+, has FDA fast-track designation and posted a 77% progression-free survival rate at 22 months when combined with checkpoint inhibitors ipilimumab and nivolumab. The new capital will fund a registrational Phase 3 trial in advanced melanoma, targeting a primary readout in the second half of 2028 and extending the cash runway into 2029.
Why now? The Nasdaq listing opens the door to US investors and the broader American life sciences funding ecosystem. Chief executive officer Dr Phil L'Huillier said the deal secures the resources to push iSCIB1+ into a randomised Phase 3 study, citing the ongoing Phase 2 SCOPE data as justification.
The terms: Neuphoria shareholders will receive Scancell ADSs at roughly 37.77 ADSs per Neuphoria share — about 20.4 million ADSs in total — leaving them with approximately 13.7% of the enlarged company. They will also get non-transferable contingent value rights tied to Neuphoria's collaboration with MerckDealroom has a profile for this one. Try Dealroom →, its KAT6 licensing arrangement with PfizerDealroom has a profile for this one. Try Dealroom →, and a pending Australian R&D tax credit.
What could go wrong? The transaction still needs approval from shareholders of both companies, though both boards have signed off unanimously. The BlackRock debt facility, drawn in four tranches through December 2027, remains a non-binding term sheet.
The signal: A cross-Atlantic merger lets a small AIM-listed biotech reach US capital markets without a conventional IPO, using a listed shell to fast-track access to deeper life sciences funding as it moves a lead cancer asset into late-stage trials.
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