UK-based Scancell Holdings plc (AIM: SCLP) has agreed to acquire Burlington, Massachusetts-based Neuphoria Therapeutics Inc. (Nasdaq: NEUP) in an all-share merger that will give the combined company a Nasdaq listing under the ticker SCLT while retaining Scancell's existing AIM listing. Neuphoria is primarily contributing its Nasdaq listing, closing cash and legacy partnered assets following the failure of its lead neuropsychiatric program. The transaction is backed by financing of up to USD 89 million to support the registrational Phase III development of Scancell's melanoma immunotherapy iSCIB1+.
The all-share merger sees Neuphoria becoming an indirect wholly owned subsidiary of Scancell upon completion. Neuphoria stockholders will also receive contingent value rights covering potential proceeds from legacy partnered assets, including agreements with Merck and a Pfizer-linked KAT6 program, as well as certain IP monetization and an Australian R&D tax credit.
Alongside the merger, Scancell expects to secure up to USD 89 million through a combination of equity financing, debt facilities and Neuphoria's closing cash. The package includes a USD 39.1 million private placement, a USD 12.0 million UK placing, a non-binding term sheet with funds managed by BlackRock for up to USD 25.0 million in debt financing, and a minimum of USD 10.0 million in cash expected to be contributed by Neuphoria at closing.
iSCIB1+ is a plasmid DNA ImmunoBody that encodes tumour-associated antigens to drive tumour-specific T-cell immunity, administered needle-free intramuscularly. In the Phase II SCOPE study (NCT04079166), iSCIB1+ in combination with nivolumab and ipilimumab demonstrated 77% progression-free survival at 22 months in patients with unresectable Stage IIIB/IV melanoma selected by HLA allele. The FDA cleared the IND application for the global Phase III trial in January 2026 and granted Fast Track Designation; the Phase III trial is expected to initiate in H2 2026.