Scancell to Acquire Neuphoria in $75 Million All-Stock Merger

Neuphoria Therapeutics Inc., the Nasdaq-listed biotech firm, has agreed to be acquired by Scancell Holdings plc in an all-stock merger. The deal is expected to close in late calendar year 2026, subject to various conditions including shareholder approval and a concurrent financing of at least $75 million. In July 2026, Neuphoria entered into the Agreement and Plan of Merger with Scancell, under which Scancell's subsidiary will merge with Neuphoria, making it an indirect wholly-owned subsidiary.

Under the terms of the deal, each outstanding share of Neuphoria common stock will be converted into a number of Scancell American Depositary Shares (ADS) plus one contingent value right (CVR). The CVR represents a contractual right to receive a pro rata share of certain net proceeds from the Merck agreement and other partnerships. However, there is no assurance that any CVR holder will receive payment.

The merger follows Neuphoria's Phase 3 trial miss for its BNC210 treatment in acute social anxiety disorder. The company discontinued the program and has since terminated facility leases, laid off employees, and canceled internal research projects. Scancell has stated it does not intend to develop Neuphoria's non-partnered assets after closing.