Scancell Holdings plc (SCNLD) proposes to merge its indirect, wholly owned subsidiary into Neuphoria Therapeutics Inc.; Neuphoria would survive as Scancell’s indirect, wholly owned subsidiary. If completed, each eligible Neuphoria share would receive Scancell ADSs and one contingent value right (CVR). Based on capitalization as of October 7, 2026, the exchange ratio is currently estimated at approximately 3.77246 ADSs per share and may be adjusted before closing. Former Neuphoria holders are expected to own approximately 10.6% of the combined company undiluted, subject to dilution from the PIPE Financing, UK Offerings and potentially the Debt Financing. Each ADS represents 10 Scancell ordinary shares following the proposed AIM reverse split, subject to shareholder approval.
Scancell’s financing includes a PIPE expected to generate approximately $39.1 million, UK Offerings completed in July 2026, and secured debt facilities of up to $25.0 million. Scancell must receive at least $75,000,000 in aggregate financing cash proceeds at or before closing, and Neuphoria’s closing net cash must be at least $10,000,000. Closing requires both companies’ shareholder approvals, an effective Form F-4, ADS listing approvals and other conditions. The parties anticipate closing in the fourth quarter of 2026. The CVR carries contingent consideration tied to specified partnership milestones and an R&D tax claim.