Scancell Holdings Secures £9 Million via UK Share Placing Ahead of Nasdaq Merger with Neuphoria Therapeutics

Scancell’s Immuno-Oncology Platform and Clinical Development Focus

Scancell Holdings plc is a late-stage clinical immuno-oncology company dedicated to developing active immunotherapies that boost anti-tumour immune responses against challenging cancers. Its lead asset, iSCIB1+, is being prepared for Phase 3 clinical trials targeting advanced melanoma. This milestone represents a pivotal moment, as successful Phase 3 outcomes could substantially reduce risk and advance commercialisation prospects. Initiation of the iSCIB1+ trial is planned following completion of the announced funding.

The company’s therapeutic strategy focuses on stimulating the immune system to better identify and destroy cancer cells, addressing significant unmet needs in oncology. The funding from the UK placing is intended to support the sustained operational and technical efforts required for Phase 3 trial preparation. Additionally, proceeds will back other pipeline programmes, reflecting a diversified immuno-oncology development approach.

Details of the £9 Million UK Placing and Timeline

Scancell announced a proposed UK placing to raise approximately $12.0 million (£9.0 million) before expenses through an accelerated bookbuilding process. New ordinary shares of 0.1 pence each will be offered at 9 pence per share to new and existing institutional investors. The bookbuild opened immediately after the announcement on 23 July 2026 and was expected to close by 4:30 p.m. the same day. Scancell and Panmure Liberum, acting as sole placement agent, retain discretion over the bookbuild’s close timing, share issuance quantity, and allocation.

The placing timetable anticipates announcing results by 4:30 p.m. on 23 July 2026, with AIM admission and trading commencement expected at 8:00 a.m. on 28 July 2026. New shares will be credited to CREST accounts shortly after admission, and definitive share certificates for certificated shares will be dispatched within 10 business days. The company did not disclose any prior demand commitments or material conditions other than the requirement for admission by 8:00 a.m. on 28 July 2026.

Issue Price Discount and Shareholder Impact

The placing price of 9 pence per share represents a discount of approximately 29.4% to the mid-market closing price on 22 July 2026, reflecting current market conditions and the need for a swift, successful placing aligned with the company’s funding timeline. Such discounts are typical in accelerated bookbuilds to incentivize institutional investor participation.

The placing is conducted on a non-pre-emptive basis under existing authorities granted at the 30 October 2025 annual general meeting, meaning existing shareholders do not have automatic rights to participate pro-rata. However, a separate retail offer via the Winterflood Retail Access Platform (WRAP) will allow existing and new retail investors to subscribe for up to 25,000,000 shares at the same 9 pence price, aiming to raise up to £2.3 million (approximately $3.0 million) before expenses.

Cash Runway Extension and Funding Dependencies

Net proceeds from the UK placing and retail offer are expected to provide working capital extending Scancell’s cash runway beyond H2 2026 into Q2 2027, irrespective of whether the broader US Listing Transactions close. This extension offers operational flexibility and reduces immediate reliance on the merger and Nasdaq listing completion. The UK placing is not conditional on the private placement or retail offer detailed in the US Listing Transaction Announcement.

However, if the US Listing Transactions do not complete, Scancell will not acquire Neuphoria, secure a Nasdaq listing, or receive private placement proceeds. In that event, the company will need to reassess its clinical programme and seek alternative funding, which may not be available on comparable terms. The company also anticipates accessing an initial debt financing tranche before closing the US Listing Transactions, subject to final agreements, introducing execution risk to its medium-term funding strategy.

Regulatory Framework and Independence of UK Placing

The UK placing is independent of the broader US Listing Transactions and Nasdaq listing, though all were announced simultaneously. It is conditional only on the placing agreement becoming unconditional and admission to AIM occurring by 8:00 a.m. on 28 July 2026 or a later agreed date. Failure to meet these conditions will result in refunding all monies to placees without interest.

The placing is not underwritten; Panmure Liberum acts solely as placement agent using reasonable endeavours to secure placees at the issue price but has not committed to underwriting. Neither Panmure Liberum nor its affiliates provide warranties regarding the announcement’s accuracy and have not authorized its contents.

Broader US Listing Transaction and Merger Strategy

The UK placing forms part of a broader transaction announced on 23 July 2026, including a proposed merger between Scancell and Neuphoria Therapeutics. This merger is expected to result in a Nasdaq listing, with closing targeted for late Q4 2026. A US private placement will raise additional capital, though details on investor identities and amounts remain undisclosed. CEO Phil L'Huillier stated the transactions unlock capital needed to execute the iSCIB1+ Phase 3 registrational study in advanced melanoma and position the company on Nasdaq to access US investors and the broader life sciences market.

This strategic move aims to enhance Scancell’s visibility to US institutional investors, facilitate future fundraising, and improve shareholder liquidity. However, completion remains subject to conditions, with no certainty these will be met or that the transactions will close as planned. The UK placing provides immediate capital access regardless of the broader deal’s outcome, though long-term value creation depends on successful merger and Nasdaq listing completion.

Placement Agent and Distribution Details

Panmure Liberum Limited serves as sole placement agent and joint corporate broker and nominated adviser, with WG Partners LLP also appointed as joint corporate broker. These London-based firms bring experience in AIM capital raises and public market transitions. The involvement of multiple brokers supports adequate distribution capacity amid simultaneous UK placing, retail offer, and US Listing Transactions.

The UK placing is conducted on an accelerated basis, targeting institutional investors meeting regulatory criteria. Shares are not offered to the public. Final share numbers and gross proceeds will be announced promptly after bookbuild close. The placing complies with UK and EU product governance rules, reflecting potential European Economic Area investor participation.

Risks and Execution Challenges

The announcement highlights key risks: The US Listing Transactions are conditional with no guarantee of completion, risking loss of private placement proceeds and Nasdaq listing benefits, necessitating alternative funding potentially on less favorable terms. The UK placing is not underwritten, exposing the company to subscription risk despite the 29.4% discount designed to encourage participation. Forward-looking statements caution that actual outcomes may differ materially, and the company disclaims obligations to update these except as required by law.

Capital Use and Clinical Development Funding

Net proceeds from the UK placing and retail offer will primarily extend cash runway into Q2 2027 and fund iSCIB1+ Phase 3 trial preparations, alongside supporting other pipeline programmes. The announcement does not specify detailed expenditure breakdowns, monthly cash burn, total Phase 3 trial costs, or milestone timelines. The runway extension suggests expectations for meaningful clinical milestones, such as trial initiation or interim data, though specifics are not provided. Funding additional programmes indicates a commitment to portfolio diversification beyond the lead asset.

Admission and Trading Schedule

The placing timetable is compressed, with bookbuild closing by 4:30 p.m. on 23 July 2026 and results announced the same day. AIM admission and trading commencement are expected at 8:00 a.m. on 28 July 2026, a typical five-day turnaround for accelerated bookbuilds pending regulatory approvals. New shares will be credited to CREST accounts shortly after admission, with share certificates dispatched within 10 business days. Any timing changes will be communicated via Regulatory Information Service announcements. All times are London local time unless stated otherwise.

Investor Protections and Shareholder Rights

New ordinary shares issued in the UK placing will rank equally with existing shares, including rights to dividends and distributions declared after issuance. Shares will be free of liens, charges, and encumbrances. No public offering of these shares is made in the UK or restricted jurisdictions, and distribution is subject to legal restrictions. The shares are not registered under the US Securities Act of 1933 and cannot be offered or sold in the US except under exemptions or non-registered transactions. The company and Panmure Liberum disclaim liability for breaches of these restrictions.