Scancell completes up to US$25m in debt financing

Scancell completes up to US$25 million in debt financing, providing optionality alongside equity investment to finance iSCIB1+ phase 3 development

Scancell Holdings plc (AIM: SCLP) ("Scancell", or the "Company"), a late-stage clinical immuno-oncology company developing active immunotherapies designed to enhance anti-tumor immune responses in difficult-to-treat cancers, announced today that, further to its announcement on 23 July 2026 regarding the planned merger with Neuphoria Therapeutics Inc. ("Neuphoria") and financing to conduct the registrational Phase 3 study for iSCIB1+ and a proposed listing on Nasdaq (the "Merger and Financing Announcement"), it has entered into a loan agreement (the "Loan Agreement") with certain funds and accounts managed by BlackRock (the "Lender"), for a loan facility of up to US$25,000,000 (the "Loan Facility").

The Loan Facility is available in four tranches. For the first three tranches, a portion of each is convertible into Ordinary Shares at the Lender's option, totalling up to US $5,000,000.

The Company intends to draw down US$7,000,000 under the Loan Facility following, and conditional upon, shareholder approval of the Loan Facility at the EGM. Further tranches totalling US$8,000,000 are expected to be available following, and conditional upon, completion of the US Listing Transactions and the expected upcoming opening of the first clinical site for the Phase 3 study for iSCIB1+. These tranches are expected to be drawn following completion of the US Listing Transactions.

The remaining tranche may be drawn until 31 December 2027 subject to a minimum equity fundraising threshold.

Dr Phil L'Huillier, CEO of Scancell, said: "The debt facility is an important part of an equity and debt package in conjunction with the planned merger that allows Scancell to proceed at pace to initiate and execute the global registrational Phase 3 trial for its lead programme, iSCIB1+."

The Phase 3 trial received IND clearance from the FDA in January 2026. Following Scancell's recent UK Financing, Phase 3 initiation activities are underway and the Company is on track to commence the trial by the end of 2026. Initial progression free survival ("PFS") data, which could support accelerated approval under our trial design, is targeted for the second half of 2028.

Further terms of the Loan Facility

Amounts advanced under the Loan Facility are repayable, following an 18 month interest only period, in 24 equal monthly instalments of principal and interest, or in 18 equal monthly instalments of principal and interest commencing after 24 months if the Company has raised cumulative equity funding of at least US$100,000,000 (inclusive of the proceeds of the UK Placing and the Retail Offer). The Loan Facility must be repaid in full on a change of control of the Company.

Interest on the Term Loan Facilities accrues at 10.50% per annum from the date of advance and is payable in cash on the first day of each month (an "Interest Payment Date"). Interest on the Convertible Facilities accrues at a rate of 10.95% per annum and is capitalised and added to the principal amount of the relevant tranche on each Interest Payment Date.

The Lender may convert all or part of the outstanding principal of the Convertible Facilities (including capitalised interest) into Ordinary Shares at a 30% premium to the equity fundraising price announced on 23 July 2026 (subject to adjustment for the Share Consolidation).

The Company may elect to prepay the Loan Facility in full, subject to payment of a prepayment fee.

The Loan Agreement contains customary representations, warranties, covenants and events of default for a facility of this type and size (including a requirement to hold certain minimum amounts of cash subject to security in favour of the Lender). The Company's obligations are guaranteed by its wholly owned subsidiary, Scancell Limited, and secured over substantially all assets of the Company and Scancell Limited.

Warrants

In connection with the Loan Facility, the Company will grant warrants to subscribe for Ordinary Shares ("Warrants") pro rata to drawdowns under the Loan Facility to Kreos Capital VIII Aggregator SCSp, an affiliate of the Lender (the "Warrantholder").

The number of Ordinary Shares issued to the Warrantholder ("Warrant Shares") will be determined at the point of exercise of the Warrants and will be equal to 4.5% of each drawdown amount divided by the Subscription Price.

The "Subscription Price" will be the lowest price paid per share in the Financing (subject to adjustment for the Share Consolidation), or if the Private Placement does not complete, [the lower of (a) the lowest price paid in any future equity financing round by the Company and (b)] the 30-day VWAP per Ordinary Share following an announcement that the Private Placement will not complete. The number of Warrant Shares and/or the Subscription Price are subject to customary adjustments. The Warrants are exercisable at any time up to the earlier of (i) 10 years from the date of the Loan Facility or (ii) a sale of the Company.

Shareholder Approval

Drawdowns under the Loan Facility and the issue of the Warrants are conditional upon shareholder approval at the EGM, [which the Company expects to hold in October 2026]. Further details of the Loan Facility and the EGM will be contained in the Circular and Notice of General Meeting, which will be announced and distributed to shareholders in due course.

Capitalised terms used but not otherwise defined in this announcement have the same meaning as defined in the Merger and Financing Announcement.

About iSCIB1+

iSCIB1+ is a DNA ImmunoBody® in development for the treatment of melanoma. Administered by needle-free intramuscular injection, iSCIB1+ encodes an antibody targeting the melanoma-associated antigens gp100 and TRP-2, priming high-avidity T cells to generate a robust and durable anti-tumor response. In the Phase 2 SCOPE trial in first-line advanced melanoma, iSCIB1+ in combination with ipilimumab and nivolumab demonstrated a PFS of 77% at 22 months in the target HLA population, with no increase in checkpoint inhibitor-related toxicities. iSCIB1+ has demonstrated a favorable safety profile and clinically meaningful activity as a monotherapy in Phase 1 and in combination with checkpoint inhibitors in the Phase 2 SCOPE trial in advanced melanoma.

iSCIB1+ has been granted Fast Track Designation for the treatment of advanced melanoma from the FDA. The registrational Phase 3 trial of iSCIB1+ in patients with advanced melanoma has received an IND clearance from the FDA and CTA from the UK MHRA and is expected to begin in the second half of 2026. A Phase 2 trial of iSCIB1+ in patients with neo/adjuvant melanoma is planned for the first half of 2027.

iSCIB1+ is an investigational medicinal product. It has not been approved by the MHRA, the FDA or any other regulatory authority for the treatment of melanoma or any other indication,

and its safety and efficacy have not been established.

Scancell (LSE:SCLP; www.scancell.co.uk) is a late-stage clinical biotechnology company developing targeted, off-the-shelf, active immunotherapies, generated by the ImmunoBody® and Moditope® platforms, designed to stimulate durable anti-tumor responses. The lead product, iSCIB1+, is a DNA ImmunoBody® that has demonstrated a favorable safety profile and clinically meaningful activity both as a monotherapy, in a Phase 1 trial, and in combination with checkpoint therapies in a Phase 2 trial in patients with melanoma. Modi-1 is a Moditope peptide currently being evaluated in a Phase 2 study in head & neck and renal cancers. In addition, Scancell is advancing a pipeline of high affinity GlyMab® antibodies targeting tumor specific glycans, two of which have been licensed for further development to Genmab A/S, an international biotechnology company and global leader in the antibody therapeutics space.

Additional Information

In connection with the proposed business combination (Business Combination) between Neuphoria Therapeutics Inc. (Neuphoria) and Scancell, Scancell and Neuphoria intend to file with the U.S. Securities and Exchange Commission (SEC) a Registration Statement on Form F-4 (Registration Statement) containing a preliminary proxy statement of Neuphoria and a preliminary prospectus of Scancell, and after the Registration Statement is declared effective, Neuphoria will mail a definitive proxy statement/prospectus related to the proposed Business Combination to its stockholders. This communication does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the proposed Business Combination. Neuphoria's stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about Scancell, Neuphoria and the proposed Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to stockholders of Neuphoria as of a record date to be established for voting on the proposed Business Combination. Stockholders of Neuphoria will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC's website at www.sec.gov, or by directing a written request to: Neuphoria Therapeutics Inc, 100 Summit Dr, Burlington, Massachusetts 01803.

Participants in the Solicitation

Neuphoria and its directors and executive officers may be deemed participants in the solicitation of proxies from Neuphoria's stockholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in Neuphoria is contained in Neuphoria's proxy statement on Schedule 14A for the 2025 Annual Meeting, which was filed with the SEC on November 24, 2025 and is available free of charge at the SEC's web site at www.sec.gov, or by directing a written request to Neuphoria Therapeutics Inc, 100 Summit Dr, Burlington, Massachusetts 01803. Additional information regarding the interests of such participants will be contained in the proxy statement/prospectus for the proposed Business Combination when available.