Tillkännagivande • 9h
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. Tillkännagivande • Oct 31
Neuphoria Therapeutics Inc., Annual General Meeting, Dec 09, 2025 Neuphoria Therapeutics Inc., Annual General Meeting, Dec 09, 2025. Tillkännagivande • Oct 21
Neuphoria Therapeutics Provides Update on Affirm-1 Phase 3 Trial Evaluating BNC210 for the Acute Treatment of Social Anxiety Disorder Neuphoria Therapeutics Inc. announced that the AFFIRM-1 Phase 3 trial of BNC210 for the acute treatment of social anxiety disorder (SAD) did not meet its primary endpoint of change from baseline to the average of the performance phase of the public speaking challenge in Subjective Units of Distress Scale (SUDS) scores. In addition, analyses of secondary endpoints did not demonstrate statistically significant differences. The Company expects its current cash position to be sufficient to fund operations through the second fiscal quarter of 2027. The AFFIRM-1 phase 3 clinical trial was a multi-center, double-blind, two-arm, parallel group, placebo-controlled trial evaluating the safety and efficacy of a single, acute dose of 225 mg of BNC210 versus placebo. Participants in the trial were randomized 1:1 to receive a single dose of 225 mg BNC210 or matched placebo. The primary endpoint of the trial was the change from baseline to the average the performance phase of the public speak challenge in Subjective Units of distress Scale (SUDS) score. Secondary endpoints included change in SUDS score from baseline to the average of The anticipation phase, changes in the Clinical Global Impression - Severity (CGI-S) scale, self-assessment with the State Trait Anxiety Inventory (STAI-State) and the Patient Global Impression - Improvement (PGI-I) scale. A follow-up visit occurred one week after the public speaking challenge. Tillkännagivande • Sep 17
Nasdaq Grants Neuphoria Therapeutics Inc. an Extension of 180 Calendar Days to Regain Compliance with the Listing Rule As previously disclosed on July 18, 2025, Neuphoria Therapeutics Inc. (the Company") received a deficiency notification letter (the Notice") from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (Nasdaq"). The Notice indicated that the Company was not in compliance with Nasdaq Listing Rule 5620(a) (the Listing Rule") as a result of the Company's failure to hold an annual general meeting of stockholders within twelve months of the end of the Company's fiscal year ended June 30, 2024. The Listing Rule requires that a Nasdaq-listed company hold an annual meeting of shareholders no later than one year after the end of the company's fiscal year end. Pursuant to and in response to that Notice, the Company timely submitted its plan to Nasdaq to regain compliance with the Listing Rule (the Plan"). In response to the Company's Plan, on September 10, 2025, Nasdaq provided the Company further notice that is has accepted our Plan and granted the Company an extension of 180 calendar days (the Compliance Period") from the end of the Company's fiscal year, or until December 29, 2025, to regain compliance with the Listing Rule. To this end, the Company intends to file its annual report on Form 10-K on or before September 29, 2025, and thereafter, the Company intends to timely file a proxy statement and notice of shareholder meeting related to the Company's 2025 annual general shareholder meeting, and further intends to hold such annual shareholder meeting within the Compliance Period. Tillkännagivande • Sep 04
Neuphoria Therapeutics Completes Target Enrollment in Phase 3 AFFIRM-1 Trial of BNC-210 in Social Anxiety Disorder (SAD) Neuphoria Therapeutics Inc. announced the achievement of target enrollment of 332 participants in the AFFIRM-1 Phase 3 trial evaluating lead candidate BNC-210 as a first-in-class, acute, "as needed", fast-acting treatment for social anxiety disorder (SAD). BNC-210 is an oral, proprietary, selective negative allosteric modulator of the a7 nicotinic acetylcholine receptor under development for the treatment of SAD and post-traumatic stress disorder (PTSD). BNC-210 has been given FDA Fast Track designation for acute treatment of SAD and other anxiety related disorders, and for treatment of PTSD and other trauma and stressor related disorders. BNC-210 has demonstrated rapid-onset, broad and meaningful anti-an anxiety effects in completed clinical trials in SAD, generalized anxiety disorder (GAD) and panic attacks without evidence of sedation, impairments in cognition or addiction potential. The AFFIRM-1 phase 3 clinical trial is a multi-center, double-blind, two-arm, parallel group, placebo-controlled trial evaluating the safety and efficacy of a single, acute dose of 225 mg of BNC-210 versus placebo. Participants in the trial are randomized 1:1 to receive a single dose of 225 mg BNC-210 or matched placebo. The primary endpoint of the trial is the change from baseline to the average of the performance phase of the public speaking challenge in Subjective Units of Distress Scale (SUDS) scores. Secondary endpoints include change in SUDS score from baseline to the average of The Clinical Global Impression - Severity (CGI-S) scale, and self-assessment with the State Trait Anxiety Inventory (STAI-State) and the Patient Global Impression - Improvement (PGI-I) scale. A follow-up visit occurs one week after the public speaking challenge. SAD can interfere with a person's ability to work, make it difficult to maintain relationships, family relationships, and romantic partnerships, cause a person to avoid lifestyle activities like dining out and traveling, and make normal parts of everyday life such as grocery shopping, calling a handyman, or picking up coffee challenging. Tillkännagivande • Jul 30
Neuphoria Therapeutics Inc. has filed a Follow-on Equity Offering in the amount of $6.337229 million. Neuphoria Therapeutics Inc. has filed a Follow-on Equity Offering in the amount of $6.337229 million.
Security Name: Common Stock
Security Type: Common Stock
Transaction Features: At the Market Offering Tillkännagivande • Jul 21
Neuphoria Therapeutics Receives a Deficiency Notification Letter from the Listing Qualifications Staff of the Nasdaq Stock Market On July 18, 2025, Neuphoria Therapeutics Inc. received a deficiency notification letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC. The Notice indicated that the Company was not in compliance with Nasdaq Listing Rule 5620(a) (the “Listing Rule”) as a result of the Company’s failure to hold an annual meeting of stockholders within twelve months of the end of the Company’s fiscal year ended June 30, 2024. The Listing Rule requires that a Nasdaq-listed company hold an annual meeting of shareholders no later than one year after the end of the company’s fiscal year end. The Company notes that it has held a shareholder meeting every year for the past number of years on or about November or December of each such year, including the extensive shareholder meeting we held in relation to our redomicilation and scheme of arrangement to become a Delaware corporation in December 2024. To this end, the Company had already planned to hold its 2025 annual general shareholder meeting on or about November 2025, in-line with past annual shareholder meeting dates, in satisfaction of the compliance item provided in the Notice and which will be consistent with the Plan (defined below) that the Company intends to submit on a timely basis. The Company also looks forward to timely filing its annual report on or before September 30, 2025, as well as its upcoming annual shareholder meeting communication(s) shortly thereafter. The Company has until September 1, 2025 to submit a plan to regain compliance with the Listing Rule (the “Plan”). Pursuant to the Notice, if Nasdaq accepts the Plan, Nasdaq has the discretion to grant the Company an exception of up to 180 calendar days (the “Compliance Period”) from the end of the Company’s fiscal year, or until December 29, 2025, to regain compliance with the Listing Rule. The Notice has no immediate effect on the listing of the Company’s common stock on Nasdaq. Tillkännagivande • May 16
Neuphoria Therapeutics Inc. announced delayed 10-Q filing On 05/15/2025, Neuphoria Therapeutics Inc. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Tillkännagivande • Nov 20
Bionomics Limited has filed a Follow-on Equity Offering in the amount of $2 million. Bionomics Limited has filed a Follow-on Equity Offering in the amount of $2 million.
Security Name: American Depositary Shares
Security Type: Depositary Receipt (Common Stock)
Transaction Features: At the Market Offering