Neuphoria Therapeutics (Nasdaq: NEUP) to be acquired by Scancell
Rhea-AI Filing Summary
Neuphoria Therapeutics Inc. agreed to an all‑share merger with UK-based Scancell Holdings plc, under which Neuphoria will become an indirect wholly owned subsidiary of Scancell. At closing, each Neuphoria common share will convert into Scancell American Depositary Shares based on a formulaic exchange ratio and one contingent value right (CVR).
Pre‑Merger Neuphoria stockholders (excluding PIPE subscribers) are expected to hold about 11.1% of the combined company on a fully diluted basis, compared with approximately 64.9% for existing Scancell shareholders and 17.3% for PIPE investors, using valuations of $144,612,002 for Scancell and $24,598,949 for Neuphoria. Completion is subject to multiple conditions, including stockholder and shareholder approvals, effectiveness of a Form F‑4 registration statement, Nasdaq listing of Scancell ADSs, Scancell receiving at least $75.0 million of concurrent financing proceeds, and Neuphoria having minimum Closing Net Cash of $10,000,000 as of December 31, 2026 or closing.
Each CVR will represent a contractual right to a pro rata share of 100% of net proceeds, if any, from specified Merck and Pfizer collaboration agreements, monetizations of certain Neuphoria intellectual property, and an Australian R&D tax credit for the year ended June 30, 2026. The broader transaction package includes a Scancell private placement expected to raise about $39.1 million, a planned $12.0 million UK placing, a retail offer of up to $3.0 million, and a non‑binding term sheet for up to $25 million in secured debt financing.
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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (date of earliest event reported):
(Exact name of Registrant as Specified in its Charter)
(State Or Other Jurisdiction of Incorporation)
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Securities registered pursuant to Section 12(b) of the Act
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement
Merger Agreement
On July 23, 2026, Neuphoria Therapeutics Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Scancell Holdings plc, a public limited company incorporated under the laws of England and Wales (“Parent”), and Scancell Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”). Upon the terms and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company surviving the merger as an indirect wholly owned subsidiary of Parent (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). All defined terms used in this summary of the Merger Agreement that are not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock of the Company, par value $0.00001 per share (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time, other than excluded shares, will be converted into the right to receive (i) a number of American Depositary Shares of Parent (“Parent ADSs”) equal to the exchange ratio determined in accordance with the Merger Agreement (the “Equity Consideration”) and (ii) one contingent value right (each, a “CVR” and, together with the Equity Consideration, the “Merger Consideration”).
Pursuant to the Merger Agreement, the exchange ratio (the “Exchange Ratio”) is calculated upon the Effective Time, on a pro forma basis and based upon the number of Parent ADSs expected to be issued in connection with the Merger and the PIPE Financing. Pre-Merger stockholders of the Company (other than Subscribers in the PIPE Financing) are expected to own approximately 11.1% of the combined company, pre-Merger shareholders of Parent will own approximately 64.9% of the combined company and the Subscribers in the PIPE Financing are expected to hold approximately 17.3% (assuming gross proceeds from the PIPE Financing of $38.6 million), in each case calculated on a fully diluted basis, using the treasury stock method, and subject to certain assumptions, including (i) the Parent Valuation of $144,612,002, (ii) the Company Valuation of $24,598,949, and (iii) the relative capitalization of Parent and the Company, as determined in accordance with the Exchange Ratio formula set forth in the Merger Agreement. The Exchange Ratio and related share counts are subject to customary anti-dilution adjustment for stock splits or similar events (including Parent’s planned reverse share split) between signing and closing, and no fractional Parent ADSs will be issued, with fractional entitlements rounded to the nearest whole ADS.
The Merger Agreement contains representations and warranties of the parties regarding their respective businesses. The Merger Agreement also contains certain covenants made by each of the Company and Parent, including non-solicitation restrictions binding each party (and subject to certain exceptions as further described in the Merger Agreement) and its representatives and restrictions on the operation of each party’s business between the date of the Merger Agreement and the Effective Time.
In connection with the Merger, the parties will prepare and Parent will cause to be filed with the SEC a registration statement on Form F-4, which will contain a proxy statement relating to the Company Stockholder Meeting (the “Proxy Statement/Prospectus”), to register the Parent ADSs and the Parent Ordinary Shares represented thereby to be issued pursuant to the Merger (the “Form F-4”). The Company will seek the approval of the Company’s stockholders at the Company Stockholder Meeting, which will be called for the purpose of voting on the adoption of the Merger Agreement (the “Company Stockholder Approval”). In addition, Parent will seek the approval of Parent’s shareholders at the Parent Shareholder Meeting, which will encompass resolutions required under the Companies Act 2006 to implement the Merger and the Concurrent Financing, including, among other matters: (i) the allotment of the Parent Consideration Shares to be issued to stockholders of the Company in connection with the Merger; (ii) the AIM Reverse Split at a ratio to be mutually agreed upon by Parent and the Company, to be effected prior to the Closing; and (iii) the allotment of Parent Ordinary Shares and Non-Voting Ordinary Shares in connection with the Concurrent Financing (the “Parent Shareholder Approval”).
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In the event the Company Board of Directors makes a Company Board Adverse Recommendation Change (as defined in the Merger Agreement) as a result of a Superior Offer (as defined in the Merger Agreement), the Company will remain obligated to hold the stockholder meeting to seek the Company vote on the Company Stockholder Approval under the terms of the Merger Agreement and may not terminate the Merger Agreement in order to enter into an agreement with respect to such Superior Offer.
The completion of the Merger is subject to customary closing conditions, including, among others, (i) the Company Stockholder Approval and the Parent Shareholder Approval; (ii) approval of the Nasdaq listing of the Parent ADSs (and the Parent Ordinary Shares represented thereby); (iii) Subscription Agreements remaining in full force and effect and Parent receiving not less than $75.0 million in gross cash proceeds from the concurrent financing prior to or substantially simultaneously with the closing; (iv) effectiveness of the Form F-4; (v) circulation of the Parent Circular to Parent’s shareholders; (vi) Closing Net Cash of at least $10,000,000 as of December 31, 2026 or at the Closing, whichever occurs earlier; (vii) receipt by Parent of certain required third-party consents; and (viii) execution and delivery by the applicable signatories of the Company Lock-Up Agreements and the Parent Lock-Up Agreements, each of which shall be in full force and effect as of immediately following the Effective Time.
The Merger Agreement contains certain termination rights for the Company and Parent, including termination by mutual written agreement, by either party if the Merger has not been consummated by February 28, 2027, subject to a 60-day extension if the SEC has not declared the Form F-4 effective, by either party if a final and non-appealable governmental order permanently enjoins or prohibits the Merger, by either party if the Company stockholder approval or Parent Shareholder Approval is not obtained, by Parent in certain circumstances involving a Company adverse recommendation change or material breach of the Company’s no-solicitation obligations, and by either party for certain uncured breaches by the other party.
If the Merger Agreement is terminated due to the failure to obtain the Company Stockholder Approval at the Company Stockholder Meeting, the Company may be required to pay to Parent a Company No Vote Payment, equal to Parent’s aggregate fees and expenses reasonably incurred in connection with the transactions contemplated by the Merger Agreement. Similarly, if the Merger Agreement is terminated due to the failure to obtain the Parent Shareholder Approval at the Parent Shareholder Meeting, Parent may be required to pay to the Company a Parent No Vote Payment, equal to the Company’s aggregate fees and expenses reasonably incurred in connection with the transactions contemplated by the Merger Agreement.
Voting and Lock-Up Agreements
Concurrently with the execution of the Merger Agreement, certain stockholders of the Company, including all directors and officers and certain other significant holders of common stock, entered into voting and support agreements with Parent and Merger Sub (the “Company Voting Agreements”).
Under the Company Voting Agreements, each securityholder agreed, among other things, not to transfer covered securities or enter into voting trusts or similar arrangements with respect to covered securities, subject to customary permitted transfers, and to appear at stockholder meetings for quorum purposes and vote the covered securities in favor of the Merger Agreement and the Transactions and any related adjournment proposal, and against competing acquisition proposals and other actions, proposals, transactions or agreements that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions. Each such securityholder also granted Parent an irrevocable proxy to vote the Subject Securities (as defined below) consistent with these obligations, agreed to customary non-solicitation, confidentiality, no-litigation and further-assurances covenants, and made customary representations and warranties regarding its ownership of and authority over the Subject Securities.
The Company Voting Agreements terminate automatically upon the earliest of the Effective Time, termination of the Merger Agreement in accordance with its terms, certain amendments, waivers, supplements or changes to the Merger Agreement made without the applicable securityholder’s prior written consent that decrease or change the form of consideration or otherwise materially and adversely affect such securityholder, a Company Adverse Recommendation Change, or the date and time set forth in a written agreement of Parent and the applicable securityholder.
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Concurrently with the execution of the Merger Agreement, certain shareholders and all directors of Parent entered into a voting and support deed with Parent, Merger Sub and the Company (the “Parent Voting and Support Deed”), covering the ordinary shares of Parent held by such shareholder together with any additional Parent or Company securities acquired during the term of the deed (the “Subject Securities”).
Under the Parent Voting and Support Deed, each securityholder agreed, among other things, not to transfer the Subject Securities or enter into voting trusts, proxies, or similar arrangements with respect to them, subject to customary permitted transfers to estate-planning or charitable transferees, affiliated entities, or other transferees who agree to be bound by the deed. Each such securityholder also agreed to appear (in person or by proxy) at Parent shareholder meetings for quorum purposes and to vote the Subject Securities in favor of the Parent Shareholder Approval and any related adjournment proposal, and against any action that could reasonably be expected to breach Parent’s or each such securityholder’s obligations under the Merger Agreement or the deed, and any other action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect, or inhibit the timely consummation of the transactions or change the voting rights of Parent’s shares. Each such securityholder also granted Parent an irrevocable proxy to vote the Subject Securities consistent with these obligations, agreed to customary non-solicitation, confidentiality, no-litigation and further-assurances covenants, and made customary representations and warranties regarding its ownership of and authority over the Subject Securities.
The Parent Voting and Support Deed terminates automatically upon the earliest of the Effective Time, termination of the Merger Agreement in accordance with its terms, as to a given securityholder, any amendment, waiver, supplement or change to the Merger Agreement made without that securityholder’s prior written consent that materially and adversely affects such securityholder, a Parent Adverse Recommendation Change, or the date and time set forth in a written agreement between Parent and the applicable securityholder.
At the Effective Time, certain directors, officers and stockholders of the Company and Parent, are expected to enter into lock-up agreements (the “Lock-Up Agreements”). Pursuant to the Lock-Up Agreements, subject to specified exceptions, the applicable signatories are expected to accept restrictions on transfers of Parent ADSs and any Parent ordinary shares represented thereby that are beneficially owned by such persons or received in connection with the Merger for the restricted period specified in the applicable Lock-Up Agreement.
Contingent Value Rights Agreement
At or prior to the Effective Time, Parent is expected to enter into a Contingent Value Rights Agreement (the “CVR Agreement”) with a rights agent (the “Rights Agent”). Pursuant to the CVR Agreement, the initial holders will be the holders of Company Common Stock as of the close of business on the last business day prior to the day on which the Effective Time occurs, and one CVR will be issued with respect to each share of Company Common Stock outstanding as of such record date.
Each CVR represents a contractual right to receive a pro rata share of CVR payments, if any, equal to 100% of the net proceeds actually received by Parent or its affiliates (i) under the Company’s research collaboration and licence agreement with Merck Sharp & Dohme Corp. for a period of 15 years from Completion; (ii) under the Participants Agreement and associated CRC Commercialisation License Agreements (including the existing licence agreement with Pfizer relating to KAT6), for a period of 15 years from Completion; (iii) pursuant to any monetization of certain of the Company’s intellectual property rights within the applicable timeframe as set out in the CVR Agreement; and (iv) in respect of an Australian R&D tax credit of the Company in respect of the year ended June 30, 2026. The CVR Agreement defines gross proceeds to include upfront, milestone, royalty and other payments received under the applicable Partner Agreements (as defined in the CVR Agreement), subject to the exclusions and deductions described in the CVR Agreement.The CVRs will not be evidenced by certificates or other instruments, will not have voting or dividend rights, will not bear interest, will not represent any equity, loan capital or ownership interest in Parent or any of its affiliates and will not be listed on any quotation system or traded on any securities exchange. The CVRs will be non-transferable except through limited permitted transfers, and there can be no assurance that any CVR holder will receive any payment pursuant to the CVR Agreement.
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Subscription Agreements
In connection with the Merger Agreement, Parent entered into subscription agreements (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) with certain investors (each, a “Subscriber”), pursuant to which each Subscriber agreed to purchase, and Parent agreed to issue and sell, Parent ADSs and/or voting and/or non-voting ordinary shares of Parent, par value £0.001 per share (the “Ordinary Shares”, “Non-Voting Ordinary Shares” and, together with the Parent ADSs, the “PIPE Securities”), at a purchase price of $0.1205 per PIPE Security (the “Placement Price”), in a private placement (the “PIPE Financing”) to be consummated prior to or concurrently with the closing of the Merger. The closing of the PIPE Financing is contingent upon, and will occur on the date of, the closing of the Merger, and is subject to customary closing conditions.
Parent has agreed, within thirty (30) calendar days after the closing of the Merger, to file with the SEC a registration statement registering the resale of the PIPE Securities and to use commercially reasonable efforts to cause it to become effective as soon as practicable thereafter. Each Subscription Agreement will automatically terminate, and the related PIPE Securities will not be issued, upon the earliest of the mutual written agreement of the parties to terminate, the termination of the Merger Agreement in accordance with its terms, the failure of the applicable closing conditions to be satisfied or waived as of the closing date, or written notice of termination by either party if the transactions contemplated by the Subscription Agreement have not been consummated by the End Date.
UK Placing and Retail Offer
Concurrently with the signing of the Merger Agreement, Parent has entered into a placing agreement with Panmure Liberum Limited (the “Placing Agreement” and the “UK Placement Agent”) in connection with a proposed equity raise of approximately $12.0 million (c.£9.0 million) via a placing of new Ordinary Shares via an accelerated bookbuild process with select new and existing UK institutional investors at the GBP equivalent of the Placement Price (the “UK Placing”). In addition, Parent has entered into a retail offer agreement with Winterflood, a division of Marex Financial, to conduct a retail offer (the “Retail Offer”) via the Winterflood Retail Access Platform at the GBP equivalent of the Placement Price to raise up to a further $3.0 million (c.£2.3 million), open to existing shareholders of Parent and new qualifying UK retail investors. The UK Placing and the Retail Offer will each be effected pursuant to Parent’s existing share capital authorities. Neither the UK Placing nor the Retail Offer is conditional upon completion of the Merger and the PIPE Financing. The UK Placing and the Retail Offer are expected to complete, and the new Ordinary Shares will be admitted to trading on AIM, a market of the London Stock Exchange, on July 28, 2026.
Warrant Amendment Letter Agreement
On July 20, 2026, the Company entered into a letter agreement (the “Warrant Letter Agreement”) with Armistice Capital Master Fund Ltd. (“Armistice”), the holder of a Common Stock Purchase Warrant issued by the Company to Armistice on December 24, 2024 (the “Warrant”).
Pursuant to the Warrant Letter Agreement, the parties agreed that, if the “Black Scholes Value” (as defined in the Warrant) otherwise payable to Armistice upon exercise of the “Cash-Out Right” (as defined in the Warrant) in connection with the Merger exceeds $3,500,000, the amount of such excess (the “Excess Amount”) will be payable to Armistice, at its option and in lieu of cash, in the form of Parent ordinary shares, Parent ADSs, warrants to purchase Parent ordinary shares or Parent ADSs, or a combination thereof (the “Warrant Equity Consideration”). The number of Parent ordinary shares constituting or underlying the Warrant Equity Consideration will equal the Excess Amount (or the portion thereof paid as Warrant Equity Consideration) divided by the Parent Per Share Price (as defined in the Merger Agreement), multiplied by 125%. Except as expressly modified by the Warrant Letter Agreement, all other terms and conditions of the Warrant remain unmodified and in full force and effect.
The foregoing descriptions of the Merger Agreement, the Company Voting Agreements, the Parent Voting and Support Deed, the Lock-Up Agreements, the CVR Agreement, the Subscription Agreements and the Warrant Letter Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, the form of Voting Agreement, the form of Parent Voting and Support Deed, the form of Lock-Up Agreement, the form of CVR Agreement, the form of Subscription Agreement with institutional investors, the form of Subscription Agreement with individual investors and the Warrant Letter Agreement, copies or forms of which are filed as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7, respectively, to this Current Report on Form 8-K (this “Current Report”) and are incorporated herein by reference.
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Item 5.01. Changes in Control of Registrant.
To the extent required by this Item, the information included in Item 1.01 of this Current Report is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On July 23, 2026, the Company and Parent issued a joint press release announcing the entry into the Merger Agreement. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, except that the information contained on the websites referenced in the press release is not incorporated herein by reference.
Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is an investor presentation that Parent has prepared for use in connection with the PIPE Financing.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information About the Proposed Transactions and Where to Find It
The proposed Transactions will be submitted to stockholders of the Company for their consideration. Parent intends to file a registration statement on Form F-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), which will include a definitive proxy statement to be distributed to the Company’s stockholders in connection with the Company’s solicitation of proxies for the vote by the Company’s stockholders in connection with the proposed Transactions and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to the Company’s stockholders in connection with the completion of the proposed Transactions. After the Registration Statement has been filed and declared effective by the SEC, a definitive proxy statement/prospectus and other relevant documents will be mailed to the Company’s stockholders as of the record date established for voting on the proposed Transactions.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE FORM F-4, THE PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER DOCUMENTS FILED BY EACH OF SCANCELL AND NEUPHORIA WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SCANCELL, NEUPHORIA, THE PROPOSED MERGER AND RELATED MATTERS.
Investors and security holders will be able to read the F-4, the proxy statement/prospectus and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the documents on Parent’s website at http://scancell.co.uk/ (for documents filed with the SEC by Scancell) or on the Company’s website at https://www.neuphoriatx.com/ (for documents filed with the SEC by Neuphoria)
Participants in the Solicitation
The Company, Parent and their respective directors, executive officers and certain employees may be deemed to be participants in the solicitation of proxies from the security holders of the Company and Parent, respectively, in connection with the proposed Merger. Stockholders may obtain information regarding the names, affiliations and interests of the Company’s directors and officers in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, which was filed with the SEC on September 29, 2025, and its definitive proxy statement on Schedule 14A for the 2025 annual meeting of stockholders, which was filed with the SEC on November 24, 2025. To the extent the holdings of the Company’s securities by its directors and executive officers have changed since the amounts set forth in the Company’s proxy statement for its 2025 annual meeting of stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the names, affiliations and interests of Parent’s directors and officers is contained in Parent’s Annual Report for the fiscal year ended April 30, 2025 and can be obtained free of charge on its website at http://scancell.co.uk/ or on the London Stock Exchange website at www.londonstockexchange.com. Additional information regarding the interests of such individuals in the proposed Merger will be included in the definitive proxy statement/prospectus relating to the proposed Merger when it is filed with the SEC. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov, the Company’s website at https://www.neuphoriatx.com/ and Scancell’s website at http://scancell.co.uk/.
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Forward-Looking Statements
This Form 8-K contains “forward-looking statements”. All statements other than statements of historical fact contained in this report are forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are often identified by the words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “may,” “estimate,” “outlook” and similar expressions, including the negative thereof. The absence of these words, however, does not mean that the statements are not forward-looking. These statements include: express or implied statements regarding the structure, timing and completion of the Merger; the listing of Parent’s ADSs on Nasdaq after the closing of the Merger; expectations and timing regarding Parent’s entry into the CVR Agreement; the anticipated timing of the closing of the PIPE Financing, UK Placing and Retail Offer; and other statements that are not statements of historical fact. These forward-looking statements are based on our current expectations, beliefs and assumptions concerning future developments and business conditions and their potential effect on us. While the Company’s management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate.
Factors that could cause actual results to differ materially from those in the forward-looking statements include failure to obtain applicable stockholder approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the Merger; failure to reach definitive agreements in relation to the Debt Financing; failure to realize anticipated benefits of the Merger; risks relating to unanticipated costs, liabilities or delays of the Merger; failure or delays in research and development programs; unanticipated changes relating to competitive factors in the companies’ industry; risks relating to expectations regarding the capitalization, resources and ownership structure of the combined company post-Merger; the availability of sufficient resources for the combined Company’s operations and to conduct or continue planned clinical development programs; the outcome of any legal proceedings related to the Merger; risks related to the ability to correctly estimate operating expenses and expenses associated with the Merger; risks related to the ability to project future cash utilization and reserves needed for contingent future liabilities and business operations; risks related to the changes in market prices of the shares of the Company’s Common Stock or Parent’s Ordinary Shares relative to the exchange ratio; ability to hire and retain key personnel; the potential impact of announcement or consummation of the proposed Transactions on relationships with third parties; changes in law or regulations affecting the Company or Parent; international, national or local economic, social or political conditions that could adversely affect the companies and the Company’s and Parent’s businesses; conditions in the credit markets; and risks associated with assumptions the parties make in connection with the parties’ critical accounting estimates and other judgments.
All of our forward-looking statements involve risks and uncertainties (some of which are significant or beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties’ businesses, including those described in the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time by the Company with the SEC and those described in Parent’s annual reports, relevant reports and other documents published from time to time by Parent. We wish to caution you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. We undertake no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law.
No Offer or Solicitation
The offer and sale of the securities to be sold in the PIPE Financing are being made in a transaction not involving a public offering, and the securities have not been registered under the Securities Act, or applicable state securities laws, and will be sold in a private placement pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D as promulgated by the SEC under the Securities Act. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. Pursuant to the subscription agreements, Parent has agreed to file a registration statement with the SEC registering the resale of the ADSs and Ordinary Shares (or ADSs issued upon the re-designation of the Non-Voting Ordinary Shares) issued in the PIPE Financing.
The offer and sale of securities to be sold in the UK Placing and the Retail Offer will only be made outside the U.S. to non-U.S. persons pursuant to Regulation S under the Securities Act.
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction, in each case in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and applicable European or UK, as appropriate, regulations.
Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the PIPE Financing will not be made, directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibit Description | |
| 2.1* | Agreement and Plan of Merger, dated as of July 23, 2026, by and among Scancell Holdings plc, Scancell Merger Sub, Inc. and Neuphoria Therapeutics Inc. | |
| 10.1 | Form of Company Voting and Support Agreement. | |
| 10.2 | Form of Parent Voting and Support Deed. | |
| 10.3 | Form of Lock-Up Agreement. | |
| 10.4 | Form of Contingent Value Rights Agreement. | |
| 10.5 | Form of Subscription Agreement, by and among Scancell Holdings plc, Scancell Merger Sub, Inc., Neuphoria Therapeutics Inc. and institutional investors. | |
| 10.6 | Form of Subscription Agreement, by and among Scancell Holdings plc, Scancell Merger Sub, Inc., Neuphoria Therapeutics Inc. and individual investors. | |
| 10.7 | Letter Agreement, dated as of July 20, 2026, between Neuphoria Therapeutics Inc. and Armistice Capital Master Fund Ltd. | |
| 99.1 | Press Release, dated as of July 23, 2026 | |
| 99.2 | Investor Presentation of Scancell Holdings plc, dated July 2026 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document). |
| * | Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NEUPHORIA THERAPEUTICS INC. | ||
| By: | /s/ Spyridon Papapetropoulos | |
| Spyridon Papapetropoulos | ||
| Chief Executive Officer | ||
| Date: July 24, 2026 | ||
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Exhibit 99.1
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF EU REGULATION NO. 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (“UK MAR”). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Scancell and Neuphoria Therapeutics Announce Merger Agreement and Financing
| ● | All-share transaction creating a combined company to operate as Scancell advancing a pipeline of targeted, off-the-shelf, active immunotherapies |
| ● | Combined company to be listed on Nasdaq, in addition to Scancell’s existing AIM listing |
| ● | Agreed pro forma merger ownership split: existing Scancell shareholders to own 85.5 per cent. of the combined company, with Neuphoria existing shareholders owning 14.5 per cent.1 |
| ● | Financing to fund the global registrational Phase 3 trial for lead programme, iSCIB1+ active immunotherapy in advanced melanoma |
OXFORD, UK and BURLINGTON, MASS., 23 July 2026 – Scancell Holdings plc (AIM: SCLP) (“Scancell”) and Neuphoria Therapeutics Inc. (Nasdaq: NEUP) (“Neuphoria”) today announce an all-share merger in which Scancell will acquire Neuphoria. Upon completion of the Transaction, the combined company plans to operate under the name Scancell and will apply to trade on Nasdaq under the symbol “SCLT”.
Alongside the Merger, Scancell expects to secure up to $89 million of financing through a combination of equity and debt. It has secured commitments from new and existing shareholders for a Private Placement of $39.1 million (c.£29.2 million) and intends to launch today a UK Placing to raise approximately $12.0 million (c.£9.0 million) and a Retail Offer to raise up to $3.0 million (c.£2.3 million). In addition, Scancell has entered into a non-binding term sheet with certain funds and accounts managed by BlackRock for Debt Financing of up to $25 million (c.£18.7 million). Completion of the Merger is also expected to provide the combined company with a minimum of $10 million (c.£7.5 million) of additional cash as a result of Neuphoria’s cash balances.
The Transaction has been unanimously approved by the Board of Directors of each company. Completion of the Transaction is conditional upon approval by shareholders of both companies.
Unless otherwise stated, defined terms are included in the Appendix.
Strategic Rationale for the Merger and Financing
Scancell’s lead asset, iSCIB1+, has a defined regulatory path with fast-track designation from the US Food and Drug Administration and continues to demonstrate a potent and durable efficacy of 77 per cent Progression Free Survival at 22 months, in combination with ipilimumab and nivolumab, with expected further Progression Free Survival and Overall Survival data from the Phase 2 SCOPE study to be released in the next 12 months.
On the basis of this dataset, a Nasdaq listing unlocks access to US investors and the broader US life sciences sector. The equity and debt financing will provide the required capital to conduct the registrational Phase 3 study for iSCIB1+ through key clinical milestones, including the Phase 3 iSCIB1+ primary readout (H2 2028) and is expected to extend the Group’s cash runway into 2029.
Commenting on the announcement, Scancell’s Chief Executive Officer, Dr Phil L’Huillier, said:
“This transaction will establish Scancell on Nasdaq and enables access to US investors and the broader US life sciences sector for the capital we need to execute the registrational Phase 3 study for iSCIB1+ in advanced melanoma. We believe the compelling data from our Phase 2 SCOPE study demonstrating benefit to patients across multiple clinical endpoints warrants pressing forward to evaluate the product in a registrational randomized study. We strongly believe this transaction creates meaningful near- and long-term value for shareholders of both companies.”
Commenting on the announcement, Neuphoria’s Chairman, Alan Fisher, said:
“We believe this transaction offers Neuphoria stockholders a compelling opportunity to participate in the future value creation of Scancell’s differentiated oncology pipeline, while preserving potential upside from Neuphoria’s partnered assets through the CVRs.”
About the Transaction
Together, the Merger, Private Placement, Debt Financing and Nasdaq Listing are the “US Listing Transactions”. The UK Placing and Retail Offer are the “UK Financing Transactions” and when taken together with the Private Placement and the Debt Financing, constitute the “Financing”. All together form the “Transaction”.
| ● | All-share Merger: The share consideration for the Merger consists of 20,414,065 ADSs (representing an aggregate of 204,140,654 Consideration Shares) which are expected to represent approximately 13.7 per cent. of Scancell’s enlarged issued Ordinary Share capital following Completion (the “Completion Ordinary Share Capital”)2; |
| ● | Contingent Value Rights (CVRs): Neuphoria stockholders will also receive contingent value rights representing the right to receive future conditional cash payments (if any) based on the achievement of certain milestones relating to Neuphoria’s partnered assets, any monetisation of certain of Neuphoria’s intellectual property rights and upon receipt of payment of an Australian R&D tax credit in respect of the year ended 30 June 2026; |
| ● | Financing: subject to completion of the US Listing Transactions (expected to occur in late Q4 2026), the Group is expected to have a pro forma net cash balance of approximately $79.1 million (£59.2 million) (before transaction costs), taking into account the proceeds of the Financing and inclusive of the closing cash in Neuphoria: |
| o | Private Placement: Private Placement to raise $39.1 million (£29.2 million) through the issue of 324,190,865 new Ordinary Shares (including Ordinary Shares to be represented by ADSs) and Non-Voting Ordinary Shares. Placement Price of $0.1205 (£0.09) per ADS, Ordinary Share or Non-Voting Ordinary Share;3 |
| o | UK Placing and Retail Offer: UK Placing to raise approximately $12.0 million (c.£9.0 million) and a Retail Offer to raise up to approximately a further $3.0 million (c.£2.3 million) at 9 pence per Ordinary Share, being the GBP equivalent of the Placement Price, neither being conditional on the US Listing Transactions; and |
| o | Debt Financing: non-binding term sheet entered into with certain funds and accounts managed by BlackRock for up to $25 million (c.£18.7 million) of new Debt Financing. |
| ● | Scancell shareholders, together with the investors in the Private Placement, the UK Placing and the Retail Offer, are expected to own approximately 86.3 per cent. of the Completion Ordinary Share Capital and approximately 88.9 per cent. of the total outstanding issued share capital of Scancell including Ordinary Shares and the Non-Voting Ordinary Shares (together the “Completion Total Share Capital”). Neuphoria stockholders are expected to own approximately 13.7 per cent. of the Completion Ordinary Share Capital and 11.1 per cent. of the Completion Total Share Capital. |
The US Listing Transactions are all inter-conditional and are expected to complete concurrently in late Q4 2026 subject to customary closing conditions. These include, among others, approval of the required shareholder resolutions at a general meeting of Scancell’s shareholders (the “EGM”), approval of the Merger at a special meeting of Neuphoria’s stockholders, the listing of the Scancell ADSs on Nasdaq (which is subject to Nasdaq listing process and SEC review) and the submission of the application for the admission to trading of the Consideration Shares on AIM. Further details are set out below.
2
To ensure the ADS price aligns with US market expectations, it is expected that each ADS will initially represent ten (10) Consolidated Ordinary Shares. Additionally, Scancell plans a 10:1 share consolidation, subject to Scancell shareholder approval (the “Share Consolidation”), to occur before closing of the US Listing Transactions.
Principal Terms of the Merger, Financing and associated transactions
1) Merger
Exchange Ratio and Merger Consideration
Pursuant to the terms of the Merger Agreement, each share of Neuphoria common stock outstanding immediately prior to the Effective Time will be converted into the right to receive:
| ● | a number of Scancell ADSs equal to the Exchange Ratio of 37.77199; and |
| ● | a CVR representing the right to receive potential cash payments relating to Neuphoria’s partnered assets, any monetisation of certain of Neuphoria’s intellectual property rights and upon receipt of payment of an Australian R&D tax credit in respect of the year ended 30 June 2026. |
The Exchange Ratio represents the number of Scancell ADSs that will be received by Neuphoria stockholders per Neuphoria share of common stock. Closing is conditional upon Neuphoria’s net cash at 31 December 2026 or at Completion, if earlier, being at least $10 million.
Based on current assumptions, it is anticipated that 204,140,654 Consideration Shares (represented by 20,414,065 ADSs at the ADS Ratio) will be issued to Neuphoria stockholders.
Upon Completion, Neuphoria will become an indirect wholly owned subsidiary of Scancell.
Other than in relation to de-minimis maintenance and enforcement costs relating to agreements to maintain Neuphoria’s intellectual property, Scancell does not intend to develop Neuphoria’s non-partnered assets and the Group will focus on the development of Scancell’s lead asset iSCIB1+ and Scancell’s other pipeline opportunities.
Contingent Value Rights (CVRs)
Each Neuphoria stockholder will also receive a CVR for each share of Neuphoria common stock held immediately prior to Completion, representing the right to receive a pro rata share of 100 per cent. of net proceeds received by Scancell: (i) under its research collaboration and licence agreement with Merck Sharp & Dohme Corp. for a period of 15 years from Completion; (ii) under the Participants Agreement and associated CRC Commercialisation License Agreements (including the existing licence agreement with Pfizer relating to KAT6), for a period of 15 years from Completion; (iii) pursuant to any monetisation of certain of Neuphoria’s intellectual property rights within the applicable timeframe as set out in the CVR Agreement; and (iv) in respect of an Australian R&D tax credit of Neuphoria in respect of the year ended 30 June 2026. The CVRs will be non-transferable and will not be listed.
Conditions and Termination Rights
Completion also requires: (i) Neuphoria stockholder approval of the Merger; (ii) Scancell shareholder approval of the requisite EGM resolutions; (iii) effectiveness of the Form F-4 Registration Statement; (iv) the listing of the Scancell ADSs on Nasdaq (which is subject to the Nasdaq listing process and SEC review); (v) an application having been made for the admission to trading of the Private Placement Ordinary Shares and Consideration Shares on AIM following closing; (vi) securing a minimum of $75 million (c.£56 million) through the Financing; and (vii) the Subscription Agreements being in full force and effect.
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The Merger Agreement may be terminated prior to Completion by mutual consent, or by either party if (i) a governmental authority has permanently restrained or prohibited the Merger; (ii) the requisite shareholder approvals are not obtained; (iii) the other party has breached its representations, warranties, covenants or agreements such that the relevant closing conditions would not be satisfied; or (iv) the Merger has not completed by 28 February 2027 (the “End Date”). The End Date may be extended by a further 60 days if the SEC has not by the End Date declared the F-4 Registration Statement effective. Scancell may also terminate the Merger Agreement if the Neuphoria board changes or proposes to change its recommendation, fails to reaffirm it following a request from Scancell in certain circumstances, or Neuphoria materially breaches its non-solicitation obligations, in each case prior to the obtaining of Neuphoria stockholder approval. If the Merger Agreement is terminated because the requisite approval of either Scancell or Neuphoria is not obtained, the relevant party is required to reimburse the other party’s aggregate fees and expenses incurred in connection with the Transaction.
Voting and Support Agreements and Lock-Up Agreements
Scancell has obtained customary agreements to support the transactions contemplated by the Merger Agreement and vote in favour of the resolutions to be proposed at the EGM from Scancell’s directors and certain shareholders in respect of holdings totalling, in aggregate, 443,249,106 Ordinary Shares, representing approximately 42.7 per cent. of Scancell’s existing Ordinary Shares as of the date of this announcement (prior to completion of the UK Placing and the Retail Offer). Neuphoria has also obtained customary agreements to support and vote in favour of the transactions contemplated by the Merger Agreement from certain of its directors and officers in respect of holdings totalling, in aggregate, 10,453 Neuphoria shares of common stock, representing less than 1 per cent. of Neuphoria’s outstanding shares of common stock.
The Directors and certain shareholders of Scancell and Neuphoria will also enter into lock-up agreements at Completion, pursuant to which, subject to specified exceptions, they will accept certain restrictions on transfers of Ordinary Shares (or other securities) they beneficially hold for the 180-day period following Completion.
Leerink Partners is acting as financial advisor to Scancell in connection with the Merger. H.C. Wainwright & Co. and WG Partners LLP are acting as financial advisors to Neuphoria in connection with the Merger.
2) Private Placement
Concurrently with signing the Merger Agreement, Scancell has entered into the Private Placement by executing Subscription Agreements with certain existing and new accredited investors. The Private Placement is expected to raise approximately $39.1 million (c.£29.2 million). Subscribers in the Private Placement can elect to receive Ordinary Shares (including Ordinary Shares represented by ADSs) or Non-Voting Ordinary Shares at the Placement Price. The Placement Price is subject to pro rata adjustment upon the Share Consolidation becoming effective and for the final ADS Ratio. The Private Placement is expected to result in the issue of up to 279,377,587 new Ordinary Shares and 44,813,278 Non-Voting Shares (excluding the impact of the proposed Share Consolidation).
The closing of the Private Placement is conditional upon the passing of certain resolutions at the EGM, the closing of the Merger and the Nasdaq Listing and is also subject to customary closing conditions.
Leerink Partners, TD Cowen and H.C. Wainwright & Co. are acting as placement agents for the Private Placement.
3) UK Placing and Retail Offer
Scancell intends to raise approximately $12.0 million (c.£9 million) through the placing of new Ordinary Shares via an accelerated bookbuild process with select new and existing UK institutional investors of Scancell at 9 pence per Ordinary Share, being the GBP equivalent of the Placement Price.
Scancell also intends to launch the Retail Offer at 9 pence per Ordinary Share, to raise up to approximately a further $3.0 million (c.£2.3 million) in order to allow existing shareholders of Scancell and new qualifying UK retail investors to participate in the Financing. The Retail Offer will be conducted via the Winterflood Retail Access Platform (“WRAP”).
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Separate announcements regarding the launch of (i) the UK Placing; and (ii) the launch of the Retail Offer, including their respective terms, will be made shortly.
Neither the UK Placing nor the Retail Offer are conditional on the US Listing Transactions and both will be completed within Scancell’s existing share capital authorities.
Panmure Liberum Limited is acting as sole placement agent for the UK Placing and as joint Corporate Broker to Scancell. WG Partners LLP is acting as joint Corporate Broker to Scancell.
4) Debt Financing
Scancell has signed a non-binding term sheet for secured interest-bearing debt facilities of up to $25 million (the “Debt Financing”) to be provided by certain funds and accounts managed by BlackRock, to be drawn in four tranches through December 2027. A portion may convert into equity at the Placement Price. The lender would receive warrants pro rata to drawdowns, which are expected to represent a single digit percentage of borrowed amounts and to carry an exercise price equal to the Placement Price.
Subject to due diligence and binding agreement, Scancell expects to draw the first tranche of $7 million prior to completion of the US Listing Transactions. Scancell expects to have the ability to draw down a further tranche on or around completion of the US Listing Transactions and could draw down further tranches if additional conditions are met. Each tranche is expected to have an initial interest-only period, followed by repayments of the principal and interest.
The Debt Financing is subject to shareholder approval at the EGM.
A further announcement will be made upon finalisation of the Debt Financing, which is expected to be during Q3 2026.
5) Non-Voting Ordinary Shares
The Redmile Funds have agreed to the conversion of all of the outstanding CLNs issued by Scancell to the Redmile Funds into (at the Redmile Funds’ election) 15,986,515 restricted ADSs and/or a new class of non-voting ordinary shares in the capital of Scancell (“Non-Voting Ordinary Shares”) representing 159,865,155 Ordinary Shares (subject to adjustment of the conversion price under the CLNs for the dilutive impact of the Financing and exclusive of any payment of accrued interest under the CLNs in shares), subject to passing of the requisite resolutions at the EGM and immediately following Completion (“CLN Conversion”). It is also proposed that, subject to passing of the requisite resolutions at the EGM, a number of the existing Ordinary Shares held by the Redmile Funds will be re-designated as Non-Voting Ordinary Shares (the “Redmile Funds Redesignation”) such that, following Completion, the Redmile Funds will hold no more than 9.99 per cent. of the voting share capital of Scancell.2
The Non-Voting Ordinary Shares will rank pari passu with Scancell’s existing Ordinary Shares in all respects (including economic rights) save that they will carry no voting rights. The Non-Voting Ordinary Shares will not be admitted to trading on AIM.
Further details of the CLN Conversion, the Redmile Funds’ Redesignation and the Non-Voting Ordinary Shares will be included in the Circular.
6) Related Party Transactions
The Redmile Funds, which currently hold 28.6 per cent. of Scancell’s Ordinary Shares, have conditionally agreed to subscribe for 44,813,278 Non-Voting Ordinary Shares as part of the Private Placement. Upon the CLN Conversion and the Redmile Funds Redesignation described above, the Redmile Funds are expected to hold up to 147,777,048 Ordinary Shares representing 9.9 per cent. of the expected Completion Ordinary Share Capital and, together with the 354,089,750 Non-Voting Ordinary Shares, 27.1 per cent. in aggregate of the Completion Total Share Capital. The Transaction will not result in the Redmile Funds being interested in shares carrying 30 per cent. or more of the voting rights of Scancell.
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Vulpes, which currently holds 13.8 per cent. of Scancell’s Ordinary Shares, has agreed to conditionally subscribe for 9,128,630 ADSs pursuant to the Private Placement at the Placement Price (representing 91,286,307 Ordinary Shares), such that upon Completion, Vulpes is expected to beneficially own 234,823,344 Ordinary Shares (including through ADSs) representing approximately 15.7 per cent. of the expected Completion Ordinary Share Capital and 12.7 per cent. of the Completion Total Share Capital.
Dr Phil L’Huillier has agreed to subscribe for 24,896 ADSs pursuant to the Private Placement at the Placement Price, such that upon completion of the Transaction, he is expected to hold 248,962 Ordinary Shares representing 0.02 per cent. of the expected Completion Ordinary Share Capital and 0.01 per cent. of the Completion Total Share Capital.
The Redmile Funds, Vulpes and Dr Phil L’Huillier are each related parties under Rule 13 of the AIM Rules (as substantial shareholders or, in Dr Phil L’Huillier’s case, as CEO of Scancell and as a participant in the Private Placement). The CLN Conversion, the Redmile Funds Redesignation and the related parties’ participation in the Private Placement together constitute the “Related Party Transactions”.
Dr Jean-Michel Cosséry, Professor Lindy Durrant, Susan Clement Davies, and Dr Ursula Ney, being the Directors independent of the Related Party Transactions, having consulted with Scancell’s nominated adviser, Panmure Liberum, consider the terms of the Related Party Transactions to be fair and reasonable insofar as Scancell’s shareholders are concerned.
7) Shareholder Circular, Notice of EGM and Certain Other Information
Subject to announcement of the results of the UK Placing and the Retail Offer, application will be made to the London Stock Exchange for admission to trading on AIM of the UK Placing Shares and the Retail Offer Shares to trading on AIM with Admission expected to be on or around 28 July 2026.
Application is expected to be made at the time of Completion to the London Stock Exchange for the Consideration Shares and the Private Placement Ordinary Shares to be admitted to trading on AIM which is expected to occur in late Q4 2026. Further updates as to timing will be made in due course.
Scancell expects to publish the Circular in connection with the EGM in due course, a further announcement will be made at the time of publication.
Scancell also expects to file with the SEC a Registration Statement on Form F-4, which will include a proxy statement of Neuphoria that also constitutes a prospectus of Scancell under SEC filing rules.
The Merger constitutes a substantial transaction for Scancell for the purposes of Rule 12 of the AIM Rules. Accordingly, Scancell has disclosed certain information in relation to Schedule Four of the AIM Rules under the section “About Neuphoria” below.
Following Completion, it is anticipated that the Group will enter into a new service contract with a current director of Neuphoria, who will join the board of Scancell as a new non-executive director. The terms of this service contract are subject to completion of the requisite AIM due diligence and verification checks. A further announcement will be made regarding the appointment in due course.
About Scancell
Scancell Holdings plc (AIM: SCLP) 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-tumour 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’s wholly owned subsidiary, GlyMab Therapeutics Ltd., is advancing a pipeline of high affinity GlyMab® antibodies targeting tumour 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.
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About Neuphoria
Neuphoria Therapeutics Inc. (Nasdaq: NEUP) is a public company incorporated in Delaware. Neuphoria is a clinical-stage biotechnology company dedicated to developing therapies that address the complex needs of individuals affected by neuropsychiatric disorders. Neuphoria is advancing the lead drug candidate, BNC210, an oral, proprietary, selective negative allosteric modulator of the α7 nicotinic acetylcholine receptor for the treatment of post-traumatic stress disorder (“PTSD”). BNC210 is a first-of-its-kind, well tolerated, broad spectrum anti-anxiety experimental therapeutic, designed to restore neurotransmitter balance in relevant brain areas, providing rapid relief from stress and anxiety symptoms without the common pitfalls of sedation, cognitive impairment, or addiction. Following the announcement from the AFFIRM-1 Phase 3 clinical trial on October 20, 2025, in which Neuphoria announced that the trial missed its primary and secondary endpoints, Neuphoria has halted development of BNC210 in social anxiety disorder and is conducting a strategic review.
As at 31 March 2026, Neuphoria had total cash resources of US$19.4 million. Other than its cash resources, Neuphoria has no material assets from which Scancell is expected to benefit, no ongoing revenue and one employee. Neuphoria may be entitled to receive future milestone payments in connection with its existing partnerships for the future potential benefit of existing Neuphoria stockholders pursuant to the CVRs. For the three months ended 31 March 2026, Neuphoria incurred a net loss of $0.5 million.
Further information about Neuphoria’s historical business and financial performance is available in its SEC filings.
For the purposes of UK MAR, the person responsible for arranging for the release of this announcement on behalf of Scancell is Alex Hayward, Finance Director and Company Secretary.
Enquiries
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Scancell Holdings plc Phil L’Huillier, CEO Jean-Michel Cossery, Chairman David Schilansky, Interim CFO Mandeep Sehmi, Investor Relations
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+44 (0) 20 3709 5700 |
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Panmure Liberum (Nominated Adviser, Joint Broker, UK Placement Agent) Emma Earl, Will Goode, Mark Rogers (Corporate Finance) Rupert Dearden (Corporate Broking)
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+44 (0) 20 7886 2500 |
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WG Partners LLP (Joint Broker) Claes Spang
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+44 (0) 20 3705 9330 |
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Neuphoria Therapeutics Inc. Alan Fisher, Chairman Spyros Papapetropoulos, MD, PhD, Interim CEO |
+1 (781) 439-5551
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| 1 | Excluding the impact of new Ordinary Shares to be issued pursuant to the Financing and the CLN Conversion |
| 2 | All calculations of the Completion Ordinary Share Capital and the Completion Total Share Capital in this announcement are subject to change depending on the Redmile Funds’ final elections in respect of the CLN Conversion and the Redmile Funds Redesignation and the final ADS Ratio. These calculations also exclude the impact of the adjustment of the conversion price under the CLNs for the dilutive impact of the Financing and any payment of accrued interest under the CLNs in shares, which will be confirmed in due course. |
| 3 | Subject to adjustment to reflect the Share Consolidation and the final ADS Ratio. The expected aggregate gross proceeds from the Private Placement of $39.1 million (c.£29.2 million) includes $2.8 million (c.£2.09 million) for which there was no placement agent. |
| 4 | All calculations of the Completion Ordinary Share Capital and the Completion Total Share Capital in this announcement are subject to change depending on the Redmile Funds’ final elections in respect of the CLN Conversion and the Redesignation and the final ADS Ratio. These calculations also exclude the impact of the adjustment of the conversion price under the CLNs for the dilutive impact of the Financing and any payment of accrued interest under the CLNs in shares, which will be confirmed in due course. |
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Cooley (UK) LLP is acting as legal counsel to Scancell and Winston Taylor LLP is acting as legal counsel to Neuphoria. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is acting as legal counsel to the placement agents for the Private Placement.
Important Notices
This announcement has been issued by and is the sole responsibility of Scancell and Neuphoria. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change without notice. Subject to the AIM Rules, the UK Disclosure Guidance and Transparency Rules and UK MAR, the issue of this announcement shall not, under any circumstances, create any implication that there has been no change in the affairs of Scancell or Neuphoria since the date of this announcement or that the information in this announcement is correct as at any time subsequent to the date of this announcement.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this announcement, or other information referred to herein, comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
No statement in this announcement is intended to be a profit forecast, and no statement in this announcement should be interpreted to mean that earnings per share of Scancell for the current or future financial years would necessarily match or exceed the historical published earnings per share of Scancell.
Amounts quoted in Pounds in this announcement are based on the Pound / Dollar exchange rate of 1:1.33705 on 22 July 2026, being the close of business on the last business day before the date of this announcement.
Forward-Looking Statements
This announcement contains “forward-looking statements”. All statements other than statements of historical fact contained in this announcement are forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are often identified by the words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “may,” “estimate,” “outlook” and similar expressions, including the negative thereof. The absence of these words, however, does not mean that the statements are not forward-looking. These statements include: express or implied statements regarding the structure, timing and completion of the Transaction; the Group’s listing on Nasdaq after the closing of the proposed Transaction and the admission to trading of Ordinary Shares on AIM, including the timing thereof; expectations regarding the ownership structure of the Group, including as a result of the CLN Conversion, the Redmile Funds Redesignation, and the Non-Voting Ordinary Shares; expectations regarding the Share Consolidation and its timing; expectations regarding the parties’ ability to reach a definitive agreement with respect to the Debt Financing and whether the Debt Financing will be completed; expectations regarding the terms of the Debt Financing, including drawdown timing, conversion features, and associated warrants; expectations regarding the CVRs and future milestone payments; the anticipated timing of the closing of the Transaction; the expected executive officers and directors of the Group; expectations regarding the structure, timing and completion of the Transaction, including investment amounts from investors, timing of closing, expected proceeds and impact on ownership structure; each company’s and the Group’s expected cash position at the closing of the Transaction and cash runway of the Group following the Transaction; the future operations of the Group, including commercialization activities, timing of launch, buildout of commercial infrastructure; the nature, strategy and focus of the Group; the development and commercial potential and potential benefits of any product candidates of the Group; anticipated clinical drug development activities and related timelines; and other statements that are not statements of historical fact. These forward-looking statements are based on our current expectations, beliefs and assumptions concerning future developments and business conditions and their potential effect on us. While Scancell’s management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate.
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Factors that could cause actual results to differ materially from those in the forward-looking statements include failure to obtain applicable shareholder and stockholder approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed Transaction; failure to reach definitive agreements in relation to the Debt Financing; failure to realise anticipated benefits of the proposed Transaction; risks relating to unanticipated costs, liabilities or delays of the Transaction; failure or delays in research and development programs; unanticipated changes relating to competitive factors in the companies’ industry; risks relating to expectations regarding the capitalisation, resources and ownership structure of the Group; the availability of sufficient resources for the Group’s operations and to conduct or continue planned clinical development programs; the outcome of any legal proceedings related to the Transaction; risks related to the ability to correctly estimate operating expenses and expenses associated with the Transaction; risks related to the ability to project future cash utilisation and reserves needed for contingent future liabilities and business operations; risks related to the changes in market prices of the shares of Neuphoria’s common stock or Scancell’s Ordinary Shares relative to the Exchange Ratio and/or the Share Consolidation; ability to hire and retain key personnel; the potential impact of announcement or consummation of the proposed Transaction on relationships with third parties; changes in law or regulations affecting the companies; international, national or local economic, social or political conditions that could adversely affect the companies and their businesses; conditions in the credit markets; and risks associated with assumptions the parties make in connection with the parties’ critical accounting estimates and other judgments.
All of our forward-looking statements involve risks and uncertainties (some of which are significant or beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties’ businesses, including those described in Neuphoria’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time by Neuphoria and Scancell with the United States Securities and Exchange Commission (the “SEC”) and those described in Scancell’s annual reports, relevant reports and other documents published from time to time by Scancell. We wish to caution you not to place undue reliance on any forward-looking statements, which speak only as of the dates such statements are made. We undertake no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law.
No Offer or Solicitation
The offer and sale of the securities to be sold in the Private Placement are being made in a transaction not involving a public offering, and the securities have not been registered under the Securities Act, or applicable state securities laws, and will be sold in a private placement pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D as promulgated by the SEC under the Securities Act. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. Pursuant to the Subscription Agreements, Scancell has agreed to file a registration statement with the SEC registering the resale of the ADSs and Ordinary Shares (or ADSs issued upon the re-designation of the Non-Voting Ordinary Shares) issued in the Private Placement.
The offer and sale of securities to be sold in the UK Placing and Retail Offer will only be made outside the U.S. to non-U.S. persons pursuant to Regulation S under the Securities Act.
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction, in each case in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and applicable European or UK, as appropriate, regulations.
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Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the Private Placement will not be made, directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Additional Information
Important Additional Information Will be Filed with the SEC
This communication relates to the proposed Merger transaction involving Scancell and Neuphoria and may be deemed to be solicitation material in respect of the proposed Merger. In connection with the proposed Merger, Scancell will file with the SEC (1) a Registration Statement on Form F-4 (the “Form F-4”) containing the proxy statement of Neuphoria that also constitutes a prospectus of Scancell (the “proxy statement/prospectus”) and (2) other documents concerning the proposed Merger. This communication is not a substitute for the Form F-4, the proxy statement/prospectus or any other document that Scancell or Neuphoria may file with the SEC and/or send to Scancell’s or Neuphoria’s security holders in connection with the proposed Merger. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE FORM F-4, THE PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER DOCUMENTS FILED BY EACH OF SCANCELL AND NEUPHORIA WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SCANCELL, NEUPHORIA, THE PROPOSED MERGER AND RELATED MATTERS.
Investors and security holders will be able to read the Form F-4, the proxy statement/prospectus and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the documents on Scancell’s website at www.Scancell.co.uk (for documents filed with the SEC by Scancell) or on Neuphoria’s website at www.Neuphoriatx.com (for documents filed with the SEC by Neuphoria).
Participants in the Solicitation
Scancell, Neuphoria and their respective directors, executive officers and certain employees may be deemed to be participants in the solicitation of proxies from the security holders of Scancell and Neuphoria, respectively, in connection with the proposed Merger. Stockholders may obtain information regarding the names, affiliations and interests of Neuphoria’s directors and officers in Neuphoria’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, which was filed with the SEC on September 29, 2025, and its definitive proxy statement on Schedule 14A for the 2025 annual meeting of stockholders, which was filed with the SEC on November 24, 2025. To the extent the holdings of Neuphoria’s securities by its directors and executive officers have changed since the amounts set forth in Neuphoria’s proxy statement for its 2025 annual meeting of stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the names, affiliations and interests of Scancell’s directors and officers is contained in Scancell’s Annual Report for the fiscal year ended April 30, 2025 and can be obtained free of charge on its website at www.Scancell.co.uk or on the London Stock Exchange website at www.londonstockexchange.com. Additional information regarding the interests of such individuals in the proposed Merger will be included in the proxy statement/prospectus relating to the proposed Merger when it is filed with the SEC. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov, Neuphoria’s website at www.Neuphoriatx.com and Scancell’s website at www.Scancell.co.uk.
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Appendix – Definitions
| Admission | admission of the UK Placing Shares and the Retail Offer Shares to trading on AIM |
| ADSs | American Depositary Shares representing Consolidated Ordinary Shares at the ADS Ratio |
| ADS Ratio | the ratio of ADSs to Consolidated Ordinary Shares, currently expected to be 1 ADS to 10 Consolidated Ordinary Shares |
| BlackRock | BlackRock Investment Management (UK) Limited – Private Debt-EMEA Venture & Growth Lending Group, on behalf of funds and/or accounts managed or advised by it or its affiliates |
| Circular | the shareholder circular and notice of general meeting to be published by Scancell in connection with the EGM |
| CLNs | Scancell’s Nil Rate Unsecured Convertible Loan Notes with an outstanding principal amount of £1,747,106, currently convertible at 5.76 pence (subject to customary anti-dilution adjustment to the conversion price in respect of the Financing) constituted pursuant to a Loan Note Instrument dated 12 August 2020 (as amended and restated from time to time) and Scancell’s 3% Unsecured Convertible Loan Notes with an outstanding principal amount of £16,450,748, currently convertible at 12.7 pence (subject to customary anti-dilution adjustment to the conversion price in respect of the Financing) constituted pursuant to a Loan Note Instrument dated 10 November 2020 (as amended and restated from time to time), all of which are currently held by the Redmile Funds |
| CLN Conversion | the conversion of the outstanding CLNs into 159,865,155 Ordinary Shares (represented by ADSs) and/or Non-Voting Ordinary Shares immediately following Completion (excluding the impact of the adjustment of the conversion price under the CLNs for the dilutive impact of the Financing and any payment of accrued interest under the CLNs in shares) |
| Company or Scancell | Scancell Holdings plc |
| Completion | completion of the Transaction |
| Completion Ordinary Share Capital | the anticipated number of Ordinary Shares in Scancell at Completion, subject to adjustment in respect of the final number of Ordinary Shares to be issued pursuant to the Merger and the Financing and excluding the impact of the Share Consolidation |
| Completion Total Share Capital | the Completion Ordinary Share Capital together with the number of Non-Voting Shares expected to be in issue at or around Completion |
| Consideration Shares | the 204,140,654 Consolidated Ordinary Shares (represented by ADSs) to be issued to Neuphoria stockholders in consideration for the Merger |
| Consolidated Ordinary Shares Debt Financing | ordinary shares of 1 pence each in the capital of the Company (following the Share Consolidation becoming effective) the proposed new debt facilities of up to $25 million (c.£18.7 million) |
| Effective Time | the effective time of completion of the Merger |
| EGM | the general meeting of Scancell to be held in connection with the shareholder approvals required to effect the Transaction, full details of which will be included in the Circular |
| Exchange Ratio | 37.77199 |
| Financing | the Private Placement, the UK Placing, the Retail Offer and the Debt Financing |
| Form F-4 Registration Statement | the registration statement to be filed with the SEC on Form F-4 in connection with the Merger that contains a proxy statement of Neuphoria and also constitutes a prospectus of Scancell |
| Group | the combined business of Scancell and Neuphoria following Completion |
| Merger | the acquisition of Neuphoria by Scancell pursuant to the Merger Agreement |
| Merger Agreement | the agreement and plan of merger between Scancell, Neuphoria and Scancell Merger Sub Inc, dated 23 July 2026 |
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| Nasdaq Listing | the proposed Level III listing of the Company’s ADSs on Nasdaq |
| Non-Voting Ordinary Shares | non-voting ordinary shares in the capital of the Company to have the same nominal value as the Consolidated Ordinary Shares |
| Ordinary Shares | ordinary shares of 0.1 pence each in the capital of the Company (prior to the Share Consolidation) |
| Placement Price | $0.1205 (9 pence) per ADS, Ordinary Share or Non-Voting Ordinary Share, as applicable (subject to adjustment in respect of the Share Consolidation and the ADS Ratio) |
| Private Placement | a private placement of $39.1 million (c.£29.2 million) of new Ordinary Shares, Non-Voting Ordinary Shares and ADSs to new and existing shareholders of the Company pursuant to Section 4(a)(2) of the U.S. Securities Act of 1933 |
| Private Placement Ordinary Shares | the Ordinary Shares to be issued in the Private Placement (subject to adjustment in respect of the Share Consolidation and the final ADS Ratio) |
| Redmile Funds | funds managed or advised by Redmile Group, LLC |
| Redmile Funds Redesignation | the redesignation of certain of the Ordinary Shares held by the Redmile Funds into Non-Voting Ordinary Shares |
| Retail Offer | a retail offer of up to approximately $3.0 million (c.£2.3 million) to existing shareholders of the Company and new qualifying retail investors, to be conducted via the WRAP |
| Related Party Transactions | the CLN Conversion, the Redmile Funds Redesignation and the related parties’ (the Redmile Funds, Vulpes and Dr Phil L’Huillier) participation in the Private Placement |
| Retail Offer Shares | such number of Ordinary Shares to be issued in connection with the Retail Offer |
| SEC | the United States Securities and Exchange Commission |
| Share Consolidation | the proposed share consolidation of the Company’s ordinary shares on the basis of 10 Ordinary Shares to 1 Consolidated Ordinary Share, expected to occur before completion of the Transaction |
| Subscription Agreements | The subscription agreements entered into between the Company and certain investors on the date of this announcement in connection with the Private Placement |
| Transaction | the US Listing Transactions and the UK Financing Transactions together |
| UK Financing Transactions | the UK Placing and the Retail Offer |
| UK MAR | Regulation (EU) 596/2014 as it forms part of the domestic laws of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 |
| UK Placing | the proposed placing of Ordinary Shares at 9 pence per Ordinary Share, being the GBP equivalent of the Placement Price, pursuant to the terms set out in the UK Placing Announcement |
| UK Placing Announcement | the announcement regarding the UK Placing to be made by the Company shortly following this announcement |
| UK Placing Shares | such number of new Ordinary Shares to be issued in connection with the UK Placing |
| US Listing Transactions | the Merger, the Private Placement, the Debt Financing and the Nasdaq Listing |
| Vulpes | Vulpes Investment Management |
| WRAP | Winterflood Retail Access Platform |
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Exhibit 99.2
Corporate Presentation July 2026 Active Immunotherapy Ready For Prime Time
2 Disclaimer This communication contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Words such as "may", "will", "believe", "expect", "plan", "anticipate", "estimate", "continue" and similar expressions (as well as other words or expressions referencing future events or circumstances) are intended to identify forward-looking statements. All statements, other than statements of historical facts, included in this presentation are forward-looking statements. These statements include, but are not limited to, express or implied statements regarding the estimated market size and patient population for the product candidates of Scancell Holdings plc ("Scancell"); the growth opportunities for Scancell's product candidates, expected clinical benefits and availability of Scancell's product candidates; the potential benefits and advantages that Scancell's product candidates will provide for patients, alone or in combination with other therapies; the design, objectives, initiation, timing, enrollment, progress, funding and results of current and future preclinical studies and clinical trials of Scancell's product candidates; the expected timing of program updates and data disclosures; the timing and sufficiency of clinical trial outcomes to support potential approval of Scancell's product candidates; the timing and likelihood of seeking regulatory approval for Scancell's product candidates and Scancell's ability to obtain regulatory approval, including the timing thereof; the anticipated benefits of regulatory designations, including Fast Track Designation, and the availability and pursuit of accelerated approval pathways based on surrogate endpoints; expectations regarding the sufficiency of Scancell's cash resources and anticipated cash runway to fund its operations and planned development activities; expectations regarding the potential value of, and milestone payments and royalties under, existing licensing and collaboration agreements; and Scancell's estimates regarding expenses, future revenue, and capital requirements. These forward-looking statements are made as of the date they were first issued, and were based on the then-current expectations, estimates, forecasts, and projections, as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Scancell's control. Any forward-looking statements are based on Scancell's management's current expectations and beliefs of future events and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially and adversely from those set forth in or implied by such forward-looking statements, many of which are beyond Scancell's control. These risks and uncertainties include, but are not limited to, uncertainties as to the consummation, timing and anticipated benefits of the proposed merger with Neuphoria Therapeutics Inc. and related financing transactions; the impact of worsening macroeconomic conditions on Scancell's business, financial position, strategy and anticipated milestones, including Scancell's ability to conduct ongoing and planned clinical trials; Scancell's ability to obtain a clinical supply of current or future product candidates or commercial supply of any future approved products; Scancell's ability to obtain and maintain regulatory approval of its product candidates; Scancell's ability to establish a commercial infrastructure and to successfully launch, market and sell any future approved products; the delay of any current or planned clinical trials, whether due to patient enrollment delays or otherwise; Scancell's ability to successfully demonstrate the safety and efficacy of its product candidates and gain approval of its product candidates on a timely basis, if at all; competition with respect to market opportunities; unexpected safety or efficacy data observed during preclinical studies or clinical trials; actions of regulatory agencies, which may affect the initiation, timing and progress of clinical trials or future regulatory approval; Scancell's need for and ability to obtain additional funding, on favorable terms or at all, including as a result of worsening macroeconomic conditions, including changes in inflation and interest rates and unfavorable general market conditions, and the impacts thereon of the war in Ukraine, the conflict in the Middle East, and global geopolitical tension; Scancell's ability to obtain, maintain and enforce intellectual property protection for its product candidates; and the success of Scancell's current and future collaborations, partnerships or licensing arrangements. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties. You should not place undue reliance on these forward-looking statements, which are made only as of the date hereof and should not be relied upon as representing Scancell's views as of any subsequent date. Except to the extent required by law, Scancell undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made. Certain information contained in this presentation relates to or is based on studies, publications, surveys, and other data obtained from third party sources and Scancell's own internal estimates and research. While Scancell believes these third party sources to be reliable as of the date of this presentation, it has not independently verified, and makes no representation as to the adequacy, fairness, accuracy, or completeness of, any information obtained from third party sources. This presentation contains trademarks, services marks, trade names and copyrights of Scancell and other companies, which are the property of their respective owners. The use or display of third parties' trademarks, service marks, trade name or products in this presentation is not intended to, and does not imply, a relationship with Scancell, or an endorsement of sponsorship by Scancell. Solely for convenience, the trademarks, service marks and trade names referred to in this presentation may appear with the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that the company will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade name. No Offer or Solicitation This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities nor a solicitation of any vote or approval at a general meeting of shareholders. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U S. Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
3 Investment Highlights Phase 3 ready, pipeline diversity, near term catalysts CPI=checkpoint inhibitors (Nivolumab and Ipilimumab); CRC=colorectal cancer; MSS=microsatellite stable cancer; NSCLC= non-small cell lung cancer; PDAC=Pancreatic ductal adenocarcinoma . 1. Subject to financing. * Checkmate 067 study. Data from ipi+nivo arm of study ImmunoBodyTM platform focuses on hard to drug tumors beyond melanoma such as PDAC, NSCLC, MSS CRC MODITOPE® platform generates off-the- shelf peptide vaccines GlyMab Therapeutics, a wholly owned subsidiary, focuses on developing high affinity IgG1 antibodies targeting tumor- specific glycans. Two antibodies partnered with Genmab Multiple Milestones Ahead, including the Phase 3 iSCIB1+ primary readout in H2 20281 Near-term catalysts: Advanced melanoma: - Phase 3 initiation of ISCIB1+ in H2 20261 - Additional Phase 2 PFS & early OS in advanced melanoma in H1 2027 Neo/adjuvant melanoma: - Phase 2 initiation in H1 20271 with interim data in H2 2027 Validated Platform, Robust, Diversified Pipeline with Partnership Opportunities iSCIB1+: Novel, Phase 3-Ready DNA Therapeutic Vaccine for Melanoma Solid Financials Through Multiple Milestones Compelling clinical benefit across multiple endpoints: • Highlight of 77% PFS at 22 mths vs 43% SoC* with CPIs in adv melanoma in ongoing Phase 2b trial Favorable safety profile Defined regulatory path for global Phase 3 with accelerated approval surrogate endpoint (PFS) Phase 1 Monotherapy activity in adjuvant setting expansion opportunity Multi-billion-dollar market potential
4 Robust, Diversified Pipeline with Partnership Opportunities Lead asset iSCIB1+ ready to enter phase 3 trial ADC=antibody-drug conjugate; CPI=checkpoint inhibitors; CRC=colorectal cancer; Ipi=Ipilimumab; MSS=microsatellite stable cancer; Nivo= Nivolumab; NSCLC= non-small cell lung cancer; PDAC=Pancreatic ductal adenocarcinoma; SCLC=small cell lung cancer; TCE=T cell engager. 1. Subject to financing. Product Modality Indication Target Preclinical Phase I Phase II Phase III Recent & Upcoming Milestones Scancell Clinical SCIB1/ iSCIB1+ DNA Plasmid encoding In vivo antibody Advanced Melanoma (+ipi/nivo) GP100 & TRP2 Compelling PFS and OS. Mature data in H1 27. Phase 3 start H2 261 SCIB1 Adjuvant Melanoma (monotherapy) Competitive monotherapy activity demonstrated; Phase 2 initiation in H1 271 PDAC, NSCLC, MSS CRC NY-ESO-1, KRAS, cMET, FAP Program in discovery stage, SCIB2 in animal studies ImmunoBody® Modi-1 (ModiFY study) Peptide Head & Neck and Renal Combination with CPIs1 PFS data in 2026 Partnered SC129 ADC Solid Tumours - SC2811 ADC Solid Tumours - GlyMab Tx SC134 TCE SCLC Fucosyl GM1 SC27 TCE/ADC Various LewisY GT200 TBC Ovarian SLAN Fast track designation
5 SCIB/iSCIB1+ Program in First Line Advanced Melanoma
6 Despite Advent of Checkpoint Inhibitors, Significant Unmet Need in Melanoma Melanoma is the deadliest form of skin cancer CPI=checkpoint inhibitors. 1. Melanoma Research Alliance. https://www.curemelanoma.org/about-melanoma/melanoma-101. 2.WHO (2022) https://www.iarc.who.int/cancer-type/skin-cancer/#summary. 3. CDC (2025). https://seer.cancer.gov/statfacts/html/melan.html Cases of melanoma have tripled in the last 30 years and continue to rise, especially in young people1 ~330,000 global incidence2 with 104,960 new cases of invasive melanoma in the U.S. alone3 ~60,000 deaths per year globally2 Post-progression treatment options remain limited and non-durable Many patients do not respond to CPI and have limited treatment options in the post-CPI settings There is a substantial unmet need for therapies that can provide robust and long-lasting response Melanoma cases are rapidly rising 50% of patients treated are refractory or relapse within 1 year of treatment 5-year survival of Stage IV melanoma is <23%
7 iSCIB1+'s Novel Dual Presentation MoA: Robust and Durable Anti-Tumor Response Cross-presentation increases potency 100-fold In combination, checkpoint inhibitors unleash high-avidity iSCIB1⁺ T-cell–driven tumor killing 1. Processing of plasmid by muscle cells 2. Secretion of ImmunoBody 3. ImmunoBody taken up by APCs via CD64 4. Protein bound to CD64 is internalised and degraded for presentation on MHCI/II 5. Direct DNA uptake and presentation by APCs 6. MHCI presentation of gp100 or TRP-2 7. MHCII presentation of gp100 or TRP-2 8. Primed T cells migrate systemically to the tumor microenvironment to kill the tumor cells.
8 Stratis® Allows for Patient-friendly Administration Minimal training required, similar workflow to needle and syringe Intramuscular delivery Needle-free (high velocity fluid jet) Hand-held with separate charging station Delivers injectables in ~1/10 of a second Broad global regulatory approval Development & Commercialization agreement
9 Cohort 3 (n=50, 40 Target HLA, 1 patient non-evaluable, 10 Non-Target) iSCIB1+ and nivolumab & ipilimumab Cohort 1 (n=43, 2 patients non evaluable) 1 SCIB1 and nivolumab & ipilimumab Target HLA (A2 haplotype only) Cohort 2 (n=10) stopped due to change in SOC SCIB1 and pembrolizumab Target HLA (A2 haplotype only) Cohort 4 (n=29, 24 target HLA, 5 non-target) iSCIB1+ with accelerated priming and nivolumab & ipilimumab SCOPE Phase 2b Trial of SCIB/iSCIB1+ in Combination with Checkpoints in 1L Advanced Melanoma Objective: select product, target population, dosing schedule and endpoints for Ph 3 trial Key inclusion Criteria • Histologically confirmed, unresectable Stage III or Stage IV Melanoma • Not received prior systemic treatment for advanced disease. • ECOG Performance Status 0 or 1. • ≥ 1 measurable lesion per RECIST 1.1 • Known HLA status Key Exclusion Criteria: • Acral, Ocular & Mucosal Melanoma • CNS Metastases • Exposure to CPI as adjuvant treatment in previous 6 months 132 patients across 16 sites in the UK 1. Two patients non-evaluable,. 2. One patient considered non-evaluable (Brain mets, acral melanoma) Phase 2b SCOPE trial Designed to improve on reported outcomes with SOC: ipi/nivo PFS: 46% at 12m; Pembro: 35% at 12m SCIB1 n=41 iSCIB1+ Target n=39 iSCIB1+ Target n=24 SCIB/iSCIB1+ Target Population (Cohort 1 & 3 (n=80)) Pooled SCIB/ iSIB1+ ipi/nivo Target Population (Cohort 1, 3, 4 (n=104))
1 0 Trial Population Highly Aligned with 1L Melanoma Studies Baseline patient characteristics Phase 2b SCOPE trial SCIB1 (n=43) iSCIB1+ (n=50) Gender Male 65% 42% Female 35% 58% Age <65 47% 66% ≥65 - <75 25% 30% ≥75 28% 4% Stage of Disease at Study Entry IIIB/IIIC/IV 1 IIIB / 42 IV 1 IIIC / 49 IV M0, M1a or M1b 64% 58% M1c, M1d 36% 42% BRAF Mutation 49% 50% Wildtype 51% 50% Lactate Dehydrogenase >Upper limit of normal (ULN) 33% 38% ≤ULN 67% 62% Prior treatment in the adjuvant setting Anti-PD-1 26% 10% Baseline Tumor Burden <100mm/>100mm 19/81% Liver mets 27.5% ipi + nivo Checkmate 067 Nivo+rela Relativity 047 IO102/103- pembro Gender Male 65% 59% 67% Female 35% 41% 33% Age <65 60% 59% 38% ≥65 - <75 28% 29% 26% ≥75 13% 12% 36% Stage of Disease at Study Entry IIIB/IIIC/IV 1 IIIB / 42 IV 1 IIIC / 49 IV M0, M1a or M1b 42% 59% 60% M1c, M1d 58% 41% 40% BRAF Mutation 32% 39% 41% Wildtype 68% 61% 59% Lactate Dehydrogenase >Upper limit of normal (ULN) 36% 36% 35% ≤ULN 64% 64% 65% Prior treatment in the adjuvant setting Anti-PD-1 0 8.4% 10.3% Baseline Tumor Burden <100mm/>100mm 16/84% Liver mets 28% 40% 18.1% Trial population is representative with: More BRAF mutant, lower M1c/d; similar tumor burden and liver mets; and more prior anti PD-1
1 1 DCR=disease control rate; ORR=overall response rate IMCODE001: 2024 ASCO Annual Meeting, Relativity 047: N Engl J Med 2022;386:24-34, Checkmate 067: N Engl J Med 2017;377:1345-1356, IO Biotech: Annals of Oncology May 2026, RWE European Journal of Cancer, 2022; 176, 121-132 Data above are not from head-to-head studies. Cross-trial data interpretation should be considered with caution as it is limited by differences in study design, phase, population, sample size, inclusion and exclusion criteria and many other factors. Scancell Scancell Study1 SCOPE (combined) SCOPE (iSCIB1+ accel dosing) No of Patients 104 24 Agent iSCIB1+ / SCIB1 Nivolumab + Ipilimumab iSCIB1+ Nivolumab + Ipilimumab ORR 62% 70% DCR 81% 83% Compelling Clinical Benefit Observed Across Multiple Endpoints Phase 2b SCOPE trial More Mature PFS and early OS data expected in H1 2027 *30 Patients Ongoing in SCOPE study 30 Patients Ongoing Follow-up on next slide Months PFS Probability BioNTech IO Biotech BMS BMS Real World IMCODE- 001 (control arm) Phase 3 NCT05155254 Relativity 047 Checkmate 067 NA 41 203 355 314 NA Pembro IO102-IO103 + Pembro Anti-LAG- 3 + nivo Nivo + ipi Nivo + ipi 49% 44.8% 43.9% 50% (confirmed) 48% 65.5% 63% 58% iSCIB1+ PFS at 22 mths = 77% Ipi/nivo (SoC) (PFS at 22 mths =43% (CM067)) iSCIB1+ with ipi/nivo (SCOPE) vs ipi/nivo (Checkmate 067)) iSCIB1+ At Risk 39 32 28 25 20 15 10 1 0 0 Events 0 7 9 9 9 9 9 9 9 9
1 2 Strong Anti-tumor T Cell Responses Generated by iSCIB1+ Correlated with ORR Baseline Strongest T cell response 0 100 200 300 400 500 600 700 800 900 1000 1100 1200 1300 1400 Nomalised spot count per million cultured PBMCs <0.0001 Peptide recognised TRP2 180 gp100 174 gp100 471 TRP2 177 TRP2 60 gp100 177/178 gp100 44 High statistical significance in increased T-cell response post-SCIB1+ administration observed in patients P < 0.001 Clinical response Number of patients High magnitude T cell response (n=30)* Response to both gp100 and TRP2 (n=39) CR/PR 41 22/30 (73%) 28/39 (72%) SD 17 5/30 (17%) 7/39 (18%) PD 8 3/30 (10%) 4/39 (10%) Overall: 66* 30 39 Patients with broad T-cell responses had better clinical responses *94% patients generated T-cell responses to the iSCIB1+ peptides Cells with CD8 SCIB1/iSCIB1+ specific TCRs have: Strong signal of tumor cell killing and immune cell recruitment (cytotoxic and chemokine signature) Tumor-specific stem-like T cells that can be reactivated and expand to mount an anti-tumor response (Tpex phenotype) Phase 2b SCOPE trial
1 3 SCIB1 & iSCIB1+ Well Tolerated with No Increase in CPI-Related Toxicities Treatment-Emergent Adverse Events amongst HLA matched, evaluable patients in C1, 3 & 4 (n=104) *Possibly related to mechanism of action. TEAEs, n(%) Related to: SCIB1/iSCIB1+ Related to CPI Dually Related (CPI + IMP) All grades Grade ≥3 All grades Grade ≥3 All grades Grade ≥3 Endocrine disorders Hypophysitis 5 (4) 3 (3) 11 (10) 5 (5) 5 (4) 3 (3) Adrenal Insufficiency 5(5) 0 (0) 13(13) 1(1) 3(3) 0(0) Thyroid Disorders 2 (2) 0(0) 18 (14) 2(1) 0(0) 0(0) Eye disorders Dry Eye* 1 (1) 0 (0) 5 (5) 0 (0) 1 (1) 0 (0) Uveitis* 2 (2) 0 (0) 2 (2) 0 (0) 0 (0) 0 (0) Vision Blurred* 3 (2) 0 (0) 2 (2) 0 (0) 1 (1) 0 (0) Gastrointestinal disorders Colitis 5 (3) 1 (1) 22 (21) 15 (14) 5 (3) 1 (1) Diarrhoea 9 (8) 0 (0) 50 (32) 6 (5) 9 (8) 0 (0) Decreased Appetite 5 (5) 0 (0) 21 (14) 1 (1) 5 (5) 0 (0) Nausea 10 (5) 1 (1) 32 (20) 2 (2) 9 (4) 1 (1) Injection Site Reactions 42 (16) 0 (0) 3 (3) 0 (0) 0 (0) 0 (0) Fatigue 22 (20) 0 (0) 56 (44) 1 (1) 18 (16) 0 (0) Headache 7 (5) 0 (0) 22 (17) 0 (0) 6 (4) 0 (0) Hepatitis 3 (3) 1 (1) 24 (11) 6 (6) 3 (3) 1 (1) Transaminases Increased 29 (11) 6 (4) 76 (4) 18 (15) 28 (11) 6 (4) Arthralgia 0 (0) 0 (0) 19 (9) 0 (0) 0 (0) 0 (0) Vitiligo* 5 (2) 0 (0) 13 (13) 0 (0) 4 (4) 0 (0) Pruritus 5 (5) 0 (0) 37 (23) 1 (1) 5 (5) 0 (0) Rash 22 (16) 2 (2) 91 (54) 6 (6) 21 (15) 2 (2) • Low grade AEs for iSCIB1+ and SCIB1 • No potentiation of the toxicities associated with ipilimumab & nivolumab observed • One patient discontinued treatment due to posterior uveitis, which fully resolved following discontinuation • Grade ≥3 TEAEs were infrequent overall • TEAEs were predominantly manageable through standard supportive care and without treatment discontinuation Phase 2b SCOPE trial
1 4 iSCIB1+ Defined Regulatory Path Forward
1 5 Accelerated Approval Trial Design of ISCIB1+ in Advanced Melanoma Phase 3 double blinded randomized registrational study cleared with FDA N = 550 at ~90 global sites Target Population: • Stage III & IV unresectable melanoma • HLA Haplotypes: A2, A3, A31, B35, B44, Bw4 • Exclude acral melanoma & active brain metastases 1:1 Randomisation Placebo with Ipi/Nivo (n=275) 8 mg iSCIB1+ with Ipi/Nivo (n=275) Primary: PFS Secondary: OS (descriptive) Accelerated Approval Adaptive design with option to increase total sample size Full Approval Primary: PFS Secondary: OS Additional OS Follow up (After x PFS expected events) (After x OS expected events) Stratification Factors: 1. BRAF status: WT / M 2. Previous adjuvant therapy: Y vs N 3. No of metastatic lesions: <3 or >3 11 doses of 8 mg IM iSCIB1+ at Weeks 0,1,3,7,13 & 12 weekly iSCIB1+ has FDA fast track designation
1 6 Defined Regulatory Path Forward for iSCIB1+ Building positive momentum through solid regulatory strategy Received IND clearance from FDA for the Phase 3 of iSCIB1+ in advanced melanoma Jan 2026 FDA Fast Track Designation Received CTA submitted to MHRA Apr 2026 Anticipated regulatory submissions EMA, Canada, Australia May 2026 Initiate Phase 3 in Q3 2026 H2 2026 PFS data with potential for accelerated approval in advanced melanoma H2 2028
1 7 iSCIB1+ Program in Neoadjuvant/ adjuvant melanoma
1 8 Partially or Fully Resected Stage III & IV Adjuvant Patients 1 PR & 3 SDs Observed at 8mg Dose 8mg dose (n=5) 0.1 -8mg dose (n=10) 4mg dose (n=15) 8mg dose (n=4) Lactose dehydrogenase (LDH) % Patient Demographics Phase 1 SCIB1 Monotherapy study in Resectable Melanoma In partially and fully resected stage III & IV patients Patient A: Pre Treatment Patient A: Post Treatment (6 months) Patient B: Pre Treatment Patient B: Post Treatment (9 months) Lung lesions before and after treatment with SCIB1 15 patients with some tumor(s) at baseline 20 patients with fully resected disease Phase 1 trial
1 9 Compelling SCIB1 Monotherapy Activity in Neoadjuvant/ Adjuvant Melanoma Data supports advancement to Phase 2 10 of 16 Patients remained disease-free at 60 months RFS: All patients alive at 39 months cut-off Patel et al, ONCOIMMUNOLOGY 2018 VOL. 0, NO. 0, e1433516 75% RFS at 39 months cut-off. Surgery + Pembro 3yr RFS: 63% (Stage III only) T cell responses in 88% of patients No serious AEs or DLTs Phase 2 initiation planned for H1 2027 Phase 1 trial
2 0 Proposed PoC Open-label, Randomized Study in Neoadjuvant/Adjuvant Setting Study builds on demonstration of monotherapy Melanoma Resectable Stage III – IV HLA Matched Randomization 1:1 Arm 1 iSCIB1+ Only Adjuvant for non-CPR (n = 150 (62% non-CPR)) EFS at 12, 18 & 24 months Neoadjuvant-adjuvant pembrolizumab vs adjuvant pembrolizumab (n=345) – SWOG 1801 • 3-y EFS: 68% vs 56% • 3-y OS: 84% vs 73% • Grade 3–4 TRAEs: 21% vs 18% Surgical Resection Arm 2 Pembro + iSCIB1+ Arm 3 Pembro Only Arm 1 iSCIB1+ Only Arm 2 Pembro + iSCIB1+ Arm 3 Pembro Only CPR read-out Phase 2 initiation planned for H1 2027 Primary Endpoint: 1st Read-out: Complete Pathological Response pCR
2 1 iSCIB1+ Commercial Opportunity
2 2 iSCIB1+ Demonstrates Deep and Durable Responses Across Multiple Endpoints in Broad Patient Population Scancell (Investigational) Immunocore (Investigational) Iovance (Investigational) BMS (Approved, now SoC) Therapy SCIB1/iSCIB1+ + ipi/ nivo iSCIB1+ accel dosing + ipi/ nivo Brenetafusp Lifileucel + pembro Relatlimab + nivo Ipi + nivo MOA Therapeutic vaccine Engineered TCR Ex vivo TIL expansion Anti-LAG-3 + anti-PD-1 Anti-CTLA-4 + anti-PD-1 Study Phase 2b SCOPE NA Phase 2** Ph3 Relativity 047 Ph3 Checkmate 067 Patient selection Broad HLA+ (80% Stage IIIB & IV) HLA-A2 restricted 1L 1L 1L No of Patients 104 24 NA 23 355 314 ORR 62% 70% NA 65% 43.9% 50% (confirmed) DCR 81% 83% NA NA 63% DCR=disease control rate; ORR=overall response rate. IMCODE001: 2024 ASCO Annual Meeting, Relativity 047: N Engl J Med 2022;386:24-34, Checkmate 067: N Engl J Med 2017;377:1345-1356, IO Biotech: Annals of Oncology May 2026, RWE European Journal of Cancer, 2022; 176, 121-132 Data above are not from head-to-head studies. Cross-trial data interpretation should be considered with caution as it is limited by differences in study design, phase, population, sample size, inclusion and exclusion criteria and many other factors.
2 3 Significant Commercial Opportunity for iSCIB1+ Global peak sales potential up to $9bn in both advanced and earlier settings Bloomberg Melanoma Market Analysis 2026 | Peak sales based on predicted valuation of iSCIB1+ treatment and global addressable patient population Global peak sales potential for iSCIB1+ Growth potential with the addition of neoadjuvant/adjuvant settings Growth potential for iSCIB1+ in unresectable Stage IIIB & IV $6-9bn $3bn+ ~98,000 patients with resectable melanoma ~117,000 patients diagnosed with melanoma Projected incidence growth rate of 2-4% by 2040 ~35% Neoadjuvant eligible (Stage IIB+ and resectable) ~16,000 patients With unresectable or metastatic melanoma eligible for iSCIB1+ 80% of patients eligible for iSCIB1+ (Stage IIIB-IV inc. post- resection residual disease) Cutaneous melanoma addressable market in the U.S. (forecasted 2028) Growth potential beyond in uveal, acral, mucosal melanoma & glioblastoma
2 4 Strong Execution
2 5 Experienced leadership executing with pace and precision Focus and execution drive value Phil L'Huillier Chief Executive Officer Professor Lindy Durrant Chief Scientific Officer & Founder Nermeen Varawalla Chief Medical Officer David Schilansky interim Chief Financial Officer Mandeep Sehmi Head of Business Development Callum Scott SVP of Development
2 6 Key Milestones and Development Plans NHS CVLP Partnership ✓ iSCIB1+ IND clearance ✓ iSCIB1+ Ph3 Trial initiation iSCIB1+ Neoadjuvant / adjuvant trial start iSCIB1+ Neoadjuvant / adjuvant trial interim readout iSCIB1+ Neoadjuvant / adjuvant trial readout iSCIB1+ Ph3 primary readout iSCIB1+ Regulatory filing 2025 H1 2026 H2 2026 H1 2027 H2 2027 H1 2028 H2 2028 H1 2029 New IP Glymab and TCEs ✓ SCOPE study enrolment completed ✓ Data update ESMO IO ✓ Modi RCC enrolment completed ✓ iSCIB1+ FTD ✓ Modi RCC and H&N data read out iSCIB1+ SCOPE Study mature PFS & OS readout SCIB2 -4 Preclinical development iSCIB1+ fully enrolled SCIB2 -4 Clinical development
2 7 iSCIB1+ Has the Potential to Transform The Treatment of Advanced Melanoma • Phase 3 initiation in the U.S. anticipated in H2 2026 • CTA submitted to MHRA (UK), with imminent submissions to EMA, Canada and Australia regulatory agencies Multibillion dollars market opportunity: • iSCIB1+ initial peak sales of $3bn+ in advanced melanoma globally • Additional expansion potential to $6-9bn in peak sales in the neoadjuvant/adjuvant setting − Phase 2 initiation in neoadjuvant/adjuvant melanoma expected in H1 27 Defined regulatory path to accelerated approval • Broad clinical benefit across multiple endpoints with competitive efficacy vs approved and investigational treatments • Clinical benefit correlates with T-cell responses and supports novel MOA • Favourable safety profile for iSCIB1+; combinable with other existing or new therapies Deep and durable responses with solid safety profile Significant commercial opportunity
2 8 Additional Pipeline
2 9 Moditope® Off-the-shelf Peptide Vaccine Targeting stress-induced post translational modifications Citrullination occurs due to autophagy induced in stressed cells, including cancer cells Citrullination protects from proteolytic cleavage and creates neo-epitopes Inflammation induces MHC class II expression and presentation of the citrullinated epitopes Modi-1 product consists of: Two citullinated vimentin and one enolase peptide Conjugated to amplivant® adjuvant immune response booster Several solid tumours undergoing autophagy express vimentin, enolase & citrullinated proteins PAD2, PAD4 Tumour types: ovarian, triple negative breast, renal and head & neck cancers Mode of action Citrullination
3 0 Modi-1 Pipeline & Clinical Development Multi-cohort basket study conducted at 16 UK clinical sites enrolling over 120 patients Safety and dose selection confirmed in over 50 patients Ongoing cohorts evaluating Modi-1 in combination with SOC checkpoint inhibitors Modi-1 shows strong early efficacy in HPV negative head and neck (HNSCC) cancer Partial response demonstrated in 3/7 patients as determined by RECIST 1.1 at their 25-week scan Modi-1 shows ORR of 43% at week 25 in 7 patients with Head & Neck cancer Compared to historical ORRs of 19% for pembrolizumab and 13% for nivolumab Translational data demonstrates T cell responses (double screening response) which correlates to clinical responses Product Indication Therapy Type Preclinical Phase I Phase II Phase III Milestones Modi-1 Multiple Monotherapy Complete Modi-1 (ModiFY study) Head & Neck Pembrolizumab PFS data in 2026 Modi-1 (ModiFY study) Renal Ipilimumab + Nivolumab PFS data in 2026
3 1 TARGETING THE GLYCOPROTEOME Sialylation, Sulfation, Fucosylation Glycopeptides COMPREHENSIVE ANALYSIS Extensive characterisation using high density glycan arrays, IHC; SPR binding kinetics, target internalisation screens, ADCC NOVEL INTRACTABLE TARGETS: SLAN Protein + glycan combinations HIGHER SPECIFICITY TARGETS: Sialyl-di-Lewis A Fucosyl GM1 Lewis Y Demonstrated production of high affinity glycan-specific IgG1 antibodies in cancers, improved binding kinetics and functional attributes, to be developed into novel T cell engagers. 2 Licenses agreed demonstrating industry validation. Each upto $630m in development millstones and low single digit royalties Glymab® Therapeutics Ltd Platform and pipeline generating tumor glycan specific antibodies DEFINED IMMUNIZATION STRATEGIES
Thank You
3 3 Appendices
3 4 Experienced Board with Expertise In Biotechnology Dr Jean-Michel Cosséry Chairman Susan Clement Davies Director Dr Ursula Ney Director Dr Florian Reinaud Director Martin Diggle Director Phil L'Huillier Director and Chief Executive Officer Prof Lindy Durrant Director and Chief Scientific Officer
3 5 Leveraging a Strong Advisory Board Purposefully mixing KOLs and Industry leaders Pippa Corrie Consultant Medical Oncologist, Cambridge Cancer Centre, Addenbrooke's Hospital, Cambridge Dirk Shadendorf Professor & Director of Department of Dermatology, University Hospital, Essen, Germany Alexander Eggermont Director & Professor of Immunology, Prinses Máxima Center for Pediatric Oncology, Utrecht, Netherlands Georgina Long Chair of Melanoma Medical Oncology, Royal North Shore Hospital, St. Leonards, Australia Eric Rubin Strategic Advisor to the Board Former SVP IO Development Merck & Co. Sapna Patel Professor of Medical Oncology, University of Colorado Cancer Center Michael Postow Chief of Melanoma Oncology Service, Memorial Sloan Kettering Cancer Center, New York Heather Shaw Consultant Medical Oncologist, University College Hospital, London Paolo Ascierto Professor of Melanoma & Cancer Immunotherapy, National Tumor Institute Fondazione G. Pascale, Naples, Italy Mike Holmes Strategic Advisor to the Board Former SVP IO Development Merck & Co.
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