Scancell Holdings Initiates £2.3 Million Retail Share Offering via Winterflood Platform

Scancell’s Immuno-Oncology Platform and Clinical Development Strategy

Scancell Holdings is a late-stage clinical immuno-oncology company developing active immunotherapies aimed at enhancing anti-tumour immune responses in challenging cancers. Listed on AIM under ticker SCLP, the company is advancing next-generation cancer treatments through innovative immunological methods. Its pipeline features lead programmes across multiple cancer indications, with a focus on Phase 3 trial expansion.

The company is at a pivotal stage in its clinical development, actively preparing its iSCIB1+ Phase 3 trial, a key milestone validating its immunotherapy platform. In addition to this lead programme, Scancell has a diversified pipeline of candidates in development. Funds raised through the retail offer will support continuation of these clinical programmes, highlighting the importance of securing capital for near-term operational goals.

Retail Offer Details and Eligibility for UK Investors

Scancell’s retail offer seeks to broaden its shareholder base by inviting qualifying UK retail investors to participate via the Winterflood Retail Access Platform (WRAP), which collaborates with various retail brokers and wealth managers. Eligible participants include individuals aged 18 or over, companies, partnerships, trusts, associations, and other unincorporated organisations who are clients of participating financial intermediaries.

The minimum subscription is £250 per investor. Interested individuals must contact their broker or wealth manager to confirm eligibility and access terms. Some intermediaries may close subscriptions earlier than the official deadline of 4:30 p.m. on 24 July 2026, so prompt action is advised. Once accepted through an intermediary, applications cannot be withdrawn. The company reserves the right to amend the offer size and timing, scale back orders, or reject applications without explanation. Retail offer results are expected by 7:00 a.m. on 27 July 2026.

Pricing, Discount, and Capital Structure Impact

The issue price of 9 pence per share represents a significant discount—approximately 29.4%—to the mid-market closing price on 22 July 2026, the last practicable trading day before the announcement. This discount incentivizes retail participation and mitigates subscription risk. The exact closing price on that date was not disclosed.

The offer will issue up to about 25 million new ordinary shares, fully paid and pari passu with existing shares, including dividend and distribution rights. These shares have the same voting and economic rights as current shares, meaning the retail offer will dilute existing equity but will not create any new share classes. This maintains a straightforward capital structure while supporting fundraising objectives.

Concurrent UK Placing and Total Capital Raise

Alongside the retail offer, Scancell announced a UK placing on 23 July 2026 aiming to raise approximately $12.0 million (circa £9.0 million) before expenses via a bookbuild at the same 9 pence per share price. Combined, the retail offer and UK placing target gross proceeds of about £11.3 million. Both raises are non-pre-emptive, relying on shareholder authorities granted at the 30 October 2025 AGM.

The retail offer’s completion is conditional on the UK placing’s completion, but the UK placing is not dependent on the retail offer. This structure ensures the company secures institutional capital regardless of retail uptake. Neither raise is conditional on the US listing transactions announced simultaneously, which are expected to complete in Q4 2026.

Cash Runway Extension Through Q2 2027

Net proceeds from both the retail offer and UK placing will significantly extend Scancell’s cash runway beyond the second half of 2026 into Q2 2027, independent of the US listing transactions’ completion. Without these raises, the company’s cash reserves would be materially depleted by late 2026. Specific cash reserves and burn rates were not disclosed.

This extended runway provides flexibility to advance clinical programmes, initiate the iSCIB1+ Phase 3 trial, and continue funding additional pipeline candidates. Sustained funding is crucial for regulatory engagement, patient recruitment, and trial preparation over multiple quarters. The capital reduces reliance on the timing of US listing transactions, lowering execution risk if delays occur.

US Listing Transactions and Funding Contingencies

Separately, Scancell announced US listing transactions involving a merger with Neuphoria Therapeutics and related financing, detailed in a separate release titled "Scancell and Neuphoria Therapeutics announce Merger and Financing." Neither the retail offer nor the UK placing is conditional on these US transactions, which carry material risks and uncertain completion timelines, anticipated in Q4 2026.

If the US listing transactions do not complete, Scancell will need to reassess its clinical programmes and seek alternative funding, which may not be available on favorable terms. The company’s existing non-pre-emptive equity issuance authorities from its October 2025 AGM support current and potential future fundraising efforts.

Admission Schedule and Settlement Process

Admission of new shares to AIM is expected to be effective with trading commencing at 8:00 a.m. on or around 28 July 2026. Both the retail offer and UK placing depend on this admission. The retail offer closes at 4:30 p.m. on 24 July 2026, with results announced by 7:00 a.m. on 27 July 2026, allowing a three-day settlement window before admission.

This timeline highlights the efficiency of platforms like WRAP, which aggregate retail subscriptions and handle settlement at scale. The four-day period between offer close and results announcement accommodates order validation, AML checks, and regulatory approvals. The three-day gap before admission allows final regulatory clearances and trading commencement. The company may adjust this timeline at its discretion.

Regulatory Compliance and Financial Promotion Approval

The announcement is approved as a financial promotion under Section 21 of the Financial Services and Markets Act 2000 by Marex Financial, authorised and regulated by the FCA (registration no. 442767). Marex Financial operates the WRAP platform distributing the retail offer. The offer is structured under an FCA Prospectus Rules exemption, specifically Schedule 1 (Part 1) of The Public Offers and Admission to Trading Regulations 2024.

No prospectus or admission document has been or will be submitted for FCA approval. Investors rely on this announcement and prior regulatory disclosures made by Scancell under the Disclosure Guidance and Transparency Rules and UK Market Abuse Regulation. Panmure Liberum Limited, acting as Nominated Adviser, UK Placement Agent, and joint broker, has not authorised the contents and disclaims liability for accuracy. Alex Hayward, Finance Director and Company Secretary, is the responsible person for the announcement release under UK MAR.

Investment Risks and Capital Loss Warnings

The announcement includes explicit warnings that investing in Scancell’s shares carries significant risks, including potential total loss of investment. Share values and income are not guaranteed and can fluctuate with market movements. Investors may receive less than their original investment upon sale. Past performance is not indicative of future results, and currency fluctuations may impact returns, relevant given the company’s international clinical activities.

Execution risks include uncertainty around the US listing transactions, which are not conditions for the retail offer or UK placing. Failure of those transactions would require clinical programme reassessment and alternative funding, possibly on less favorable terms. Prospective investors are advised to seek independent financial advice and carefully evaluate risks before investing.

Geographical Restrictions and Offshore Offering Structure

The retail offer is exclusively available in the UK and is not offered in the US, Australia, New Zealand, Canada, South Africa, Japan, or any EEA member state. This restriction aligns with regulatory requirements and the fact that the shares are not registered under the US Securities Act of 1933 or state laws.

Shares are offered under Regulation S of the US Securities Act to non-US persons in offshore transactions, allowing capital raising from UK retail investors without US registration. The company reserves the right to reject any subscription to prevent US persons’ participation, ensuring compliance with these restrictions.