Citibank registers 100M Scancell depositary shares

Citibank, N.A. is named as depositary, and each ADS represents the right to receive ten Scancell ordinary shares.

Accepted by SEC EDGAR 10/30/2026 - 04:04 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Citibank, N.A./ADR (JTGEY) filed a Form F-6 registering 100,000,000 ADSs for Scancell Holdings plc. Each ADS represents the right to receive ten ordinary shares. The registration-fee table gives a proposed maximum aggregate offering price of $5,000,000, estimated solely for calculating the registration fee; the stated fee is $435.

Key Figures

ADSs registered: 100,000,000 ADSs Ordinary shares per ADS: 10 ordinary shares Proposed maximum aggregate price per unit: $5.00 +2 more

5 metrics

ADSs registered 100,000,000 ADSs Amount to be registered

Ordinary shares per ADS 10 ordinary shares Each ADS represents the right to receive this number of Scancell Holdings plc ordinary shares

Proposed maximum aggregate price per unit $5.00 Registration-fee calculation table

Proposed maximum aggregate offering price $5,000,000 Estimated solely for calculating the registration fee

Registration fee $435 Fee stated in the registration-fee table

Key Terms

American Depositary Shares, American Depositary Receipts, Deposit Agreement, deposited securities

4 terms

American Depositary Shares financial

"American Depositary Shares ( ADS(s) )"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

American Depositary Receipts financial

"AMERICAN DEPOSITARY SHARES EVIDENCED AMERICAN DEPOSITARY RECEIPTS"

A certificate traded on U.S. markets that represents ownership of shares in a foreign company, letting U.S. investors buy and sell that company as if it were listed domestically. Think of it as a local voucher for a foreign product: it makes price quotes in dollars, trades on familiar exchanges, and brings differences in liquidity, fees and legal protections that can affect returns and risk compared with buying the underlying foreign shares directly.

Deposit Agreement financial

"under the Deposit Agreement"

A deposit agreement is a written contract between a customer and a financial institution that outlines the terms for opening and maintaining a deposit account, such as a savings or checking account. It explains important details like how funds can be accessed, any fees involved, and the institution’s responsibilities. For investors, understanding this agreement is important because it clarifies their rights and the rules governing their deposited funds.

deposited securities financial

"issuer of deposited securities"

FAQ

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How many JTGEY ADSs are registered, and what does one represent?

The registration covers 100,000,000 ADSs. Each ADS represents the right to receive ten ordinary shares of Scancell Holdings plc.

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As filed with the Securities and Exchange Commission on October 30, 2026 Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________________

FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS

____________

SCANCELL HOLDINGS PLC
(Exact name of issuer of deposited securities as specified in its charter)

____________

N/A
(Translation of issuer’s name into English)

____________

England and Wales
(Jurisdiction of incorporation or organization of issuer)

________________________________

CITIBANK, N.A.
(Exact name of depositary as specified in its charter)

____________

388 Greenwich Street
New York, New York 10013
(877) 248-4237
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

____________

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
Tel: (800) 221-0102
(Address, including zip code, and telephone number, including area code, of agent for service)

________________________________

Copies to:

Claire Keast-Butler Courtney Thorne Rita Sobral Cooley (UK) LLP 22 Bishopsgate London EC2N 4BQ, UK +44 (0) 20 7583 4055 Jason W. Parsont, Esq. Mayer Brown LLP 1221 Avenue of the Americas New York, New York 10020 (212) 506-2500

It is proposed that this filing become effective under Rule 466:	☐ immediately upon filing.
	☐ on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box: ☒

________________________________

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Aggregate Price Per Unit*	Proposed Maximum Aggregate Offering Price**	Amount of Registration Fee
American Depositary Shares (ADS(s)), each ADS representing the right to receive ten (10) ordinary shares of Scancell Holdings plc (the “Company”)	100,000,000 ADSs	$5.00	$5,000,000.00	$435.00

* Each unit represents 100 ADSs.

**	Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of ADSs.
	The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
	This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

PART I

INFORMATION REQUIRED IN PROSPECTUS

Cross Reference Sheet

Item 1.         DESCRIPTION OF SECURITIES TO BE REGISTERED

Item Number and Caption			Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus
1.	Name of Depositary and address of its principal executive office		Face of Receipt - Introductory Article.
2.	Title of Receipts and identity of deposited securities		Face of Receipt - Top Center.
Terms of Deposit:
(i)	The amount of deposited securities represented by one American Depositary Share (“ADSs”)		Face of Receipt - Upper right corner.
(ii)	The procedure for voting, if any, the deposited securities		Reverse of Receipt - Paragraphs (17) and (18).
(iii)	The collection and distribution of dividends		Reverse of Receipt - Paragraph (15).
(iv)	The transmission of notices, reports and proxy soliciting material		Face of Receipt - Paragraph (14); Reverse of Receipt - Paragraph (18).
(v)	The sale or exercise of rights		Reverse of Receipt - Paragraphs (15) and (17).
(vi)	The deposit or sale of securities resulting from dividends, splits or plans of reorganization		Face of Receipt - Paragraphs (3) and (6); Reverse of Receipt - Paragraphs (15) and (17).
(vii)	Amendment, extension or termination of the deposit agreement		Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions).
(viii)	Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs		Face of Receipt - Paragraph (14).
(ix)	Restrictions upon the right to deposit or withdraw the underlying securities		Face of Receipt - Paragraphs (2), (3), (4), (6), (7), (9) and (10).
(x)	Limitation upon the liability of the Depositary		Face of Receipt - Paragraph (8); Reverse of Receipt - Paragraphs (20) and (21).
3.	Fees and charges which may be imposed directly or indirectly on holders of ADSs		Face of Receipt - Paragraph (11).

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Item 2.          AVAILABLE INFORMATION Face of Receipt - Paragraph (14).

The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549.

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PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6 and is incorporated herein by reference.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a) Form of Deposit Agreement, by and among Scancell Holdings plc (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”). ^___ Filed herewith as Exhibit (a).

(b) Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. ^___ None.

(c) Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. ^___ None.

(d) Opinion of counsel for the Depositary as to the legality of the securities to be registered. ^___ Filed herewith as Exhibit (d).

(e) Certificate under Rule 466. ^___ None.

(f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. ^___ Set forth on the signature pages hereto.

Item 4. UNDERTAKINGS

(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADRs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b) If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADR thirty (30) days before any change in the fee schedule.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity to be created by the Deposit Agreement, by and among Scancell Holdings plc, Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares to be issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on October 30, 2026.

Legal entity created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive ten (10) ordinary shares of Scancell Holdings plc.

CITIBANK, N.A., solely in its capacity as Depositary
By:	/s/ Joseph Connor
	Name: Joseph Connor
	Title: Attorney-in-fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Scancell Holdings plc certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Oxford, United Kingdom, on October 30, 2026.

SCANCELL HOLDINGS PLC
By:	/s/ Phillip L’Huillier
	Name: Phillip L’Huillier
	Title: Chief Executive Officer

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POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Phillip L’Huillier, David Schilansky and Lindy Durrant to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following capacities on October 30, 2026.

Signature		Title
/s/ Phillip L’Huillier		Chief Executive Officer (principal executive officer)
Phillip L’Huillier
/s/ David Schilansky		Chief Financial Officer (principal financial officer)
David Schilansky
/s/ Alex Hayward		Finance Director and Company Secretary (principal accounting officer)
Alex Hayward
/s/ Jean-Michel Cosséry		Director
Jean-Michel Cosséry
/s/ Susan Clement Davies		Director
Susan Clement Davies
/s/ Lindy Durrant		Director
Lindy Durrant
/s/ Ursula Ney		Director
Ursula Ney
/s/ Florian Reinaud		Director
Florian Reinaud
/s/ Martin Diggle		Director
Martin Diggle

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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America, has signed this Registration Statement on Form F-6 in New York, United States, on October 30, 2026.

Authorized Representative in the United States
By:	/s/ Colleen A. De Vries
	Name: Colleen A. De Vries
	Title: Senior Vice President on behalf of Cogency Global Inc.

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Index to Exhibits

Exhibit	Document	Sequentially Numbered Page
(a)	Form of Deposit Agreement
(d)	Opinion of counsel to the Depositary

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