Scancell agrees to buy Neuphoria, combined firm set to list on Nasdaq
Scancell Holdings PLC on Thursday said it agreed to a merger, with the combined company to be listed on the Nasdaq in New York.
Scancell, an Oxford-based pharmaceutical company focused on cancer immunotherapies, said it will buy Nasdaq-listed biotechnology firm Neuphoria Therapeutics Inc via an all-share transaction.
Scancell Chief Executive Officer 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."
Neuphoria Chair 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 contingent value rights."
Upon completion of the transaction, the combined company plans to operate under the name Scancell and will apply to trade on the Nasdaq.
Scancell said: "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."
iSCIB1+ is the firm's lead asset, which it says has demonstrated safe, durable and clinically meaningful benefit as a monotherapy as well as additional benefit when combined with checkpoint therapies in a phase 2 trial in melanoma.
Scancell said it expects to secure up to USD89 million of financing via a combination of equity and debt. The firm so far has secured commitments from new and existing shareholders for a private placement of USD39.1 million.
Furthermore, on Thursday, Scancell announced a retail offer via the Winterflood Retail Access Platform to raise up to £2.3 million via the issue of up to 25.0 million new shares at 9 pence each.
In addition, it is proposing a placing of new shares to raise about USD12.0 million via a bookbuild process at the issue price of 9p, which it noted represented a discount of around 29% to the mid-market closing price on Wednesday.
Scancell shares fell 15% to 10.80p each on Thursday afternoon in London.
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