Scancell plans a Nasdaq listing while retaining its AIM quote and seeking up to $89 million for its melanoma programme, as Halper Sadeh reviews whether Neuphoria shareholders are getting fair terms and disclosures.
Scancell Holdings plc and Neuphoria Therapeutics Inc. said Scancell will acquire Neuphoria in an all-share merger, creating a combined company that plans to trade on Nasdaq under SCLT while keeping Scancell’s AIM listing and seeking up to $89 million of equity and debt financing. The companies said existing Scancell shareholders are expected to own 85.5% of the combined company and existing Neuphoria shareholders 14.5%, excluding the impact of new shares issued in the financing and CLN conversion. Scancell said the financing package includes a $39.1 million private placement, a planned UK placing of about $12.0 million, a retail offer of up to $3.0 million, up to $25 million of debt financing under a non-binding term sheet with certain funds and accounts managed by BlackRock, and at least $10 million of Neuphoria cash at closing. Subject to completion of the U.S. listing transactions, the group expects pro forma net cash of about $79.1 million before transaction costs, which it said would fund operations through key milestones including the Phase 3 primary readout for melanoma candidate iSCIB1+ in H2 2028 and extend cash runway into 2029. Separately, Halper Sadeh LLC said it is investigating the proposed merger, focusing on whether Neuphoria and its board complied with federal securities laws and fiduciary duties, whether shareholders are receiving the best possible price, whether the sales process was fair and free of conflicts, and whether all material information has been disclosed. The firm said it may seek increased consideration, additional disclosures, or other relief on behalf of Neuphoria shareholders.