Biotechnology companies Scancell Holdings plc (AIM:SCLP) and Neuphoria Therapeutics Inc (Nasdaq:NEUP) announced on Thursday that they have entered into an all-share merger agreement under which Scancell will acquire Neuphoria.

The combined company will operate as Scancell. Following completion, the company intends to retain its AIM listing and apply to trade on Nasdaq under the ticker symbol 'SCLT'.

The companies have agreed a pro forma ownership split of 85.5% for existing Scancell shareholders and 14.5% for existing Neuphoria shareholders. The transaction has been unanimously approved by both boards and remains subject to shareholder approvals and other customary closing conditions.

Alongside the merger, Scancell expects to secure up to USD89m through equity, debt and Neuphoria's cash balances to fund the global registrational Phase 3 trial of its lead active immunotherapy, iSCIB1+, for advanced melanoma. This includes a USD39.1m private placement, a planned USD12.0m UK placing, a retail offer of up to USD3.0m, a non-binding debt financing term sheet with funds and accounts managed by BlackRock for up to USD25m, and at least USD10m from Neuphoria's cash.

Scancell said iSCIB1+ has US Food and Drug Administration fast-track designation and has reported 77% progression-free survival at 22 months in combination with ipilimumab and nivolumab, with additional Phase 2 SCOPE data expected within the next 12 months. The company expects the Nasdaq listing and financing to support key clinical milestones through the Phase 3 primary readout in the second half of 2028 and extend its cash runway into 2029.