Announcement • Jul 23

Scancell Holdings plc (AIM:SCLP) agreed to acquire Neuphoria Therapeutics Inc. (NasdaqGM:NEUP) for $34.7 million.

Scancell Holdings plc (AIM:SCLP) agreed to acquire Neuphoria Therapeutics Inc. (NasdaqGM:NEUP) for $34.7 million on July 23, 2026. 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. 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. 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 (£29.2 million) and intends to launch today a UK Placing to raise approximately $12.0 million (£9.0 million) and a Retail Offer to raise up to $3.0 million (£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 (£7.5 million) of additional cash as a result of Neuphoria's cash balances. Upon Completion, Neuphoria will become an indirect wholly owned subsidiary of Scancell. 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". 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. 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. Closing is conditional upon Neuphoria's net cash at 31 December 2026 or at Completion, if earlier, being at least $10 million. The transaction has been unanimously approved by the Board of Directors of each company. The US Listing Transactions are all inter-conditional and are expected to complete concurrently in late Q4 2026 subject to customary closing conditions. Emma Earl, Will Goode and Mark Rogers of Panmure Liberum acted as financial advisor to Scancell Holdings. 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. 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.

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