Scancell Holdings (SCLP): Neuphoria reverse merger

This situation live

£126m · 91.0p · +379% since the first step

26 Jun 2026 · Advanced discussions; no firm agreement · −43% until the next step confirms it is in advanced discussions with Neuphoria Therapeutics Inc.

23 Jul 2026 · Merger and financing announced; conditions pending · +786% until the next step The UK Placing is not conditional on the US Listing Transactions.

Large acquisition / reverse takeover

Neuphoria reverse merger

Agreed; F-4 filing, vote and SEC review pending

OCT20 Next: General Meeting to vote on Merger and financing; F-4 filed with SEC

Every step · 4

26 Jun 2026 Advanced discussions; no firm agreement – confirms it is in advanced discussions with Neuphoria Therapeutics Inc. ↗
23 Jul 2026 Merger and financing announced; conditions pending – The UK Placing is not conditional on the US Listing Transactions. ↗
23 Jul 2026 Merger agreed; conditions pending – The US Listing Transactions are all inter-conditional and are expected to complete concurrently in late Q4 2026 subject to customary closing conditions. ↗
9 Oct 2026 Agreed; F-4 filing, vote and SEC review pending – Excluding committed proceeds that remain conditional on completion of the Merger and PIPE Financing, the Group does not currently have sufficient committed... ↗

What is happening

Scancell Holdings: Neuphoria reverse merger – Agreed; F-4 filing, vote and SEC review pending. ['Agreed; F-4 filing, vote and SEC review pending']

In short: Scancell confirmed talks on 26 June 2026 and agreed the all-share Neuphoria merger on 23 July 2026, with a $39.1m PIPE conditional on completion. The 9 Oct 2026 results say the Form F-4 is due to be filed that day and the GM is on 20 Oct 2026. The auditors flag going-concern uncertainty excluding merger-conditional funds.
Announced: 26 Jun 2026 · Advanced discussions; no firm agreement
Latest: 9 Oct 2026 · Agreed; F-4 filing, vote and SEC review pending
Timetable: Closing late Q4 2026; End Date 28 February 2027, extendable by 60 days
Share changes: 10:1 share consolidation before closing; each ADS represents ten Consolidated Ordinary Shares
Next milestone: General Meeting 20 October 2026; Form F-4 expected to be filed 9 October 2026
PIPE Financing: $39.1m, conditional on completion of the Merger
Redmile CLNs: All convertible loan notes to convert into ADSs or non-voting shares on completion, subject to GM approval
Neuphoria cash: Scancell to acquire a minimum of $10.0m of Neuphoria's remaining cash
Expected proceeds: About $75.0m shortly after completion from PIPE, UK Offerings and first two debt tranches
Going concern: Material uncertainty; committed funding insufficient for 12 months excluding merger-conditional proceeds

General Meeting to vote on Merger and financing; F-4 filed with SEC (20 Oct 2026).

From the company's own announcements. Not investment advice.

Briefing Pro

What it does, how it got here, what management promised and delivered – written from its own announcements.

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