{"success":true,"data":{"pressRelease":{"id":"151535","rtpr_id":"nGNX8JlfG-20260924","ticker":"SCLP","exchange":"LSE","all_tickers":["SCLP"],"title":"Scancell completes up to US$25 million in debt financing, providing optionality alongside equity investment to finance iSCIB1+ phase 3 development","author":"Globe Newswire","published_at":"2026-09-24T05:00:00.164Z","article_body":"OXFORD, United Kingdom and BURLINGTON, Mass., Sept. 24, 2026 (GLOBE NEWSWIRE)\n-- Scancell Holdings plc (AIM: SCLP) (“Scancell”, or the “Company”),\na late-stage clinical immuno-oncology company developing active\nimmunotherapies designed to enhance anti-tumor immune responses in\ndifficult-to-treat cancers, announced today that, further to its announcement\non 23 July 2026 regarding the planned merger with Neuphoria Therapeutics Inc.\n(“Neuphoria”) and financing to conduct the registrational Phase 3 study\nfor iSCIB1+ and a proposed listing on Nasdaq (the “Merger and Financing\nAnnouncement”), it has entered into a loan agreement (the “Loan\nAgreement”) with certain funds and accounts managed by BlackRock (the\n“Lender”), for a loan facility of up to US$25,000,000 (the “Loan\nFacility”).\n\nThe Loan Facility is available in four tranches. For the first three tranches,\na portion of each is convertible into Ordinary Shares at the Lender's option,\ntotalling up to US $5,000,000.\n\nThe Company intends to draw down US$7,000,000 under the Loan Facility\nfollowing, and conditional upon, shareholder approval of the Loan Facility at\nthe EGM. Further tranches totalling US$8,000,000 are expected to be available\nfollowing, and conditional upon, completion of the US Listing Transactions and\nthe expected upcoming opening of the first clinical site for the Phase 3 study\nfor iSCIB1+. These tranches are expected to be drawn following completion of\nthe US Listing Transactions.\n\nThe remaining tranche may be drawn until 31 December 2027 subject to a minimum\nequity fundraising threshold.\n\nDr Phil L’Huillier, CEO of Scancell, said: “The debt facility is an\nimportant part of an equity and debt package in conjunction with the planned\nmerger that allows Scancell to proceed at pace to initiate and execute the\nglobal registrational Phase 3 trial for its lead programme, iSCIB1+.”\n\nThe Phase 3 trial received IND clearance from the FDA in January 2026.\nFollowing Scancell’s recent UK Financing, Phase 3 initiation activities are\nunderway and the Company is on track to commence the trial by the end of 2026.\nInitial progression free survival (“PFS”) data, which could support\naccelerated approval under our trial design, is targeted for the second half\nof 2028.\n\nFurther terms of the Loan Facility\n\nAmounts advanced under the Loan Facility are repayable, following an 18 month\ninterest only period, in 24 equal monthly instalments of principal and\ninterest, or in 18 equal monthly instalments of principal and interest\ncommencing after 24 months if the Company has raised cumulative equity funding\nof at least US$100,000,000 (inclusive of the proceeds of the UK Placing and\nthe Retail Offer). The Loan Facility must be repaid in full on a change of\ncontrol of the Company.\n\nInterest on the Term Loan Facilities accrues at 10.50% per annum from the date\nof advance and is payable in cash on the first day of each month (an\n“Interest Payment Date”). Interest on the Convertible Facilities accrues\nat a rate of 10.95% per annum and is capitalised and added to the principal\namount of the relevant tranche on each Interest Payment Date.\n\nThe Lender may convert all or part of the outstanding principal of the\nConvertible Facilities (including capitalised interest) into Ordinary Shares\nat a 30% premium to the equity fundraising price announced on 23 July 2026\n(subject to adjustment for the Share Consolidation).\n\nThe Company may elect to prepay the Loan Facility in full, subject to payment\nof a prepayment fee.\n\nThe Loan Agreement contains customary representations, warranties, covenants\nand events of default for a facility of this type and size (including a\nrequirement to hold certain minimum amounts of cash subject to security in\nfavour of the Lender). The Company’s obligations are guaranteed by its\nwholly owned subsidiary, Scancell Limited, and secured over substantially all\nassets of the Company and Scancell Limited.\n\nWarrants\n\nIn connection with the Loan Facility, the Company will grant warrants to\nsubscribe for Ordinary Shares (“Warrants”) pro rata to drawdowns under the\nLoan Facility to Kreos Capital VIII Aggregator SCSp, an affiliate of the\nLender (the “Warrantholder”).\n\nThe number of Ordinary Shares issued to the Warrantholder (“Warrant\nShares”) will be determined at the point of exercise of the Warrants and\nwill be equal to 4.5% of each drawdown amount divided by the Subscription\nPrice.\n\nThe “Subscription Price” will be the lowest price paid per share in the\nFinancing (subject to adjustment for the Share Consolidation), or if the\nPrivate Placement does not complete, [the lower of (a) the lowest price paid\nin any future equity financing round by the Company and (b)] the 30-day VWAP\nper Ordinary Share following an announcement that the Private Placement will\nnot complete. The number of Warrant Shares and/or the Subscription Price are\nsubject to customary adjustments. The Warrants are exercisable at any time up\nto the earlier of (i) 10 years from the date of the Loan Facility or (ii) a\nsale of the Company.\n\nShareholder Approval\n\nDrawdowns under the Loan Facility and the issue of the Warrants are\nconditional upon shareholder approval at the EGM, [which the Company expects\nto hold in October 2026]. Further details of the Loan Facility and the EGM\nwill be contained in the Circular and Notice of General Meeting, which will be\nannounced and distributed to shareholders in due course.\n\nCapitalised terms used but not otherwise defined in this announcement have the\nsame meaning as defined in the Merger and Financing Announcement.\n\nThis announcement contains inside information for the purposes of Article 7 of\nRegulation (EU) 596/2014 (MAR) as it forms part of domestic law in the United\nKingdom by virtue of the European Union (Withdrawal) Act 2018.\n\nThe person responsible for arranging for the release of this announcement on\nbehalf of Scancell is Phillip L'Huillier, Chief Executive Officer.\n\nAbout iSCIB1+\niSCIB1+ is a DNA ImmunoBody(®) in development for the treatment of melanoma.\nAdministered by needle-free intramuscular injection, iSCIB1+ encodes an\nantibody targeting the melanoma-associated antigens gp100 and TRP-2, priming\nhigh-avidity T cells to generate a robust and durable anti-tumor response. In\nthe Phase 2 SCOPE trial in first-line advanced melanoma, iSCIB1+ in\ncombination with ipilimumab and nivolumab demonstrated a PFS of 77% at 22\nmonths in the target HLA population, with no increase in checkpoint\ninhibitor-related toxicities. iSCIB1+ has demonstrated a favorable safety\nprofile and clinically meaningful activity as a monotherapy in Phase 1 and in\ncombination with checkpoint inhibitors in the Phase 2 SCOPE trial in advanced\nmelanoma.\n\niSCIB1+ has been granted Fast Track Designation for the treatment of advanced\nmelanoma from the FDA. The registrational Phase 3 trial of iSCIB1+ in patients\nwith advanced melanoma has received an IND clearance from the FDA and CTA from\nthe UK MHRA and is expected to begin in the second half of 2026. A Phase 2\ntrial of iSCIB1+ in patients with neo/adjuvant melanoma is planned for the\nfirst half of 2027.\n\niSCIB1+ is an investigational medicinal product. It has not been approved by\nthe MHRA, the FDA or any other regulatory authority for the treatment of\nmelanoma or any other indication, and its safety and efficacy have not been\nestablished.\n\nScancell (LSE:SCLP; www.scancell.co.uk) is a late-stage clinical biotechnology\ncompany developing targeted, off-the-shelf, active immunotherapies, generated\nby the ImmunoBody(®) and Moditope(®) platforms, designed to stimulate\ndurable anti-tumor responses. The lead product, iSCIB1+, is a DNA\nImmunoBody(®) that has demonstrated a favorable safety profile and clinically\nmeaningful activity both as a monotherapy, in a Phase 1 trial, and in\ncombination with checkpoint therapies in a Phase 2 trial in patients with\nmelanoma. Modi-1 is a Moditope peptide currently being evaluated in a Phase 2\nstudy in head & neck and renal cancers. In addition, Scancell is advancing a\npipeline of high affinity GlyMab(®) antibodies targeting tumor specific\nglycans, two of which have been licensed for further development to Genmab\nA/S, an international biotechnology company and global leader in the antibody\ntherapeutics space.\n\nAdditional Information\n\nIn connection with the proposed business combination (Business Combination)\nbetween Neuphoria Therapeutics Inc. (Neuphoria) and Scancell, Scancell and\nNeuphoria intend to file with the U.S. Securities and Exchange Commission\n(SEC) a Registration Statement on Form F-4 (Registration Statement) containing\na preliminary proxy statement of Neuphoria and a preliminary prospectus of\nScancell, and after the Registration Statement is declared effective,\nNeuphoria will mail a definitive proxy statement/prospectus related to the\nproposed Business Combination to its stockholders. This communication does not\ncontain all the information that should be considered concerning the proposed\nBusiness Combination and is not intended to form the basis of any investment\ndecision or any other decision in respect of the proposed Business\nCombination. Neuphoria’s stockholders and other interested persons are\nadvised to read, when available, the preliminary proxy statement/prospectus\nand the amendments thereto and the definitive proxy statement/prospectus and\nother documents filed in connection with the proposed Business Combination, as\nthese materials will contain important information about Scancell, Neuphoria\nand the proposed Business Combination. When available, the definitive proxy\nstatement/prospectus and other relevant materials for the proposed Business\nCombination will be mailed to stockholders of Neuphoria as of a record date to\nbe established for voting on the proposed Business Combination. Stockholders\nof Neuphoria will also be able to obtain copies of the preliminary proxy\nstatement/prospectus, the definitive proxy statement/prospectus and other\ndocuments filed with the SEC, without charge, once available, at the SEC’s\nwebsite at www.sec.gov, or by directing a written request to: Neuphoria\nTherapeutics Inc, 100 Summit Dr, Burlington, Massachusetts 01803.\n\nParticipants in the Solicitation\nNeuphoria and its directors and executive officers may be deemed participants\nin the solicitation of proxies from Neuphoria’s stockholders with respect to\nthe Business Combination. A list of the names of those directors and executive\nofficers and a description of their interests in Neuphoria is contained in\nNeuphoria’s proxy statement on Schedule 14A for the 2025 Annual Meeting,\nwhich was filed with the SEC on November 24, 2025 and is available free of\ncharge at the SEC’s web site at www.sec.gov, or by directing a written\nrequest to Neuphoria Therapeutics Inc, 100 Summit Dr, Burlington,\nMassachusetts 01803. Additional information regarding the interests of such\nparticipants will be contained in the proxy statement/prospectus for the\nproposed Business Combination when available.\n\nScancell and its directors and executive officers may also be deemed to be\nparticipants in the solicitation of proxies from the stockholders of Neuphoria\nin connection with the proposed Business Combination. A list of the names of\nsuch directors and executive officers and information regarding their\ninterests in the proposed Business Combination will be included in the proxy\nstatement/prospectus for the proposed Business Combination when available.\n\nForward-Looking Statements\n\nThis press release contains “forward-looking statements” within the\nmeaning of the safe harbor provisions of the Private Securities Litigation\nReform Act of 1995. Words such as “may”, “will”, “believe”,\n“expect”, “plan”, “anticipate”, “aim”, “continue”,\n“target” and similar expressions (as well as other words or expressions\nreferencing future events or circumstances) are intended to identify\nforward-looking statements. All statements, other than statements of\nhistorical facts, included in this press release are forward-looking\nstatements.\n\nThese statements include, but are not limited to, statements regarding:\nexpectations regarding clinical benefits and availability of Scancell’s\nproduct candidates, including iSCIB1+ in advanced melanoma; expectations\nregarding the design, progress, timing, enrolment, randomization, scope,\nexpansion, and results of Scancell’s existing and planned clinical trials,\nincluding Scancell's Phase 3 registrational trial of iSCIB1+ in advanced\nmelanoma and Phase 2 monotherapy trial of iSCIB1+ in patients with\nneo/adjuvant melanoma; the expected submission of clinical trial applications\nor investigational new drug applications; the timing and sufficiency of\nclinical trial outcomes to support potential approval of any of Scancell’s\nproduct candidates; the potential regulatory approval; and the timing, ability\nto close and anticipated benefits of the proposed Business Combination. Any\nforward-looking statements are based on management’s current expectations\nand beliefs of future events and are subject to a number of risks and\nuncertainties that could cause actual events or results to differ materially\nand adversely from those set forth in or implied by such forward-looking\nstatements, many of which are beyond Scancell’s control. These risks and\nuncertainties include, but are not limited to, the impact of worsening\nmacroeconomic conditions, including as a result of health epidemics or\npandemics, war in Ukraine, the conflict in the Middle East, or global\ngeopolitical tension, on Scancell’s business, financial position, strategy\nand anticipated milestones, including Scancell's ability to conduct ongoing\nand planned clinical trials; Scancell’s ability to obtain a clinical supply\nof current or future product candidates; Scancell’s ability to obtain\nregulatory approval of its product candidates; Scancell’s ability to\nsuccessfully demonstrate the safety and efficacy of its product candidates and\ngain approval of its product candidates on a timely basis, if at all;\ncompetition with respect to market opportunities; unexpected safety or\nefficacy data observed during preclinical studies or clinical trials; actions\nof regulatory agencies, which may affect the initiation, timing and progress\nof clinical trials or future regulatory approval; Scancell’s need for and\nability to obtain additional funding, on favorable terms or at all, including\nas a result of worsening macroeconomic conditions, including changes in\ninflation and interest rates and unfavorable general market conditions, and\nthe impacts thereon of the war in Ukraine, the conflict in the Middle East,\nand global geopolitical tension; Scancell’s ability to obtain, maintain and\nenforce intellectual property protection for any of its product candidates it\nis developing; the success of Scancell’s current and future collaborations,\npartnerships or licensing arrangements; the occurrence of any event, change or\nother circumstances that could give rise to the termination of negotiations or\nagreements with respect to the Business Combination; the outcome of any legal\nproceedings that may be instituted against Neuphoria, Scancell, the combined\ncompany or others following this announcement of the Business Combination and\nany definitive agreements with respect thereto; the inability to complete the\nBusiness Combination due to the failure to obtain approval of the stockholders\nof Neuphoria, to obtain financing to complete the Business Combination or to\nsatisfy other conditions to closing; changes to the proposed structure of the\nBusiness Combination that may be required or appropriate as a result of\napplicable laws or regulations or as a condition to obtaining regulatory\napproval of the Business Combination; the ability to meet stock exchange\nlisting standards following the consummation of the Business Combination; the\nrisk that the Business Combination disrupts current plans and operations of\nScancell as a result of the announcement and consummation of the Business\nCombination; the ability to recognize the anticipated benefits of the Business\nCombination, which may be affected by, among other things, competition, the\nability of the combined company to grow and manage growth profitably, maintain\nkey relationships and retain its management and key employees; costs related\nto the Business Combination; changes in applicable laws or regulations; and\nother risks and uncertainties set forth in the section entitled “Risk\nFactors” and “Cautionary Note Regarding Forward-Looking Statements” in\nNeuphoria’s Annual Report on Form 10-K for the fiscal year ended June 30,\n2026 or in other documents filed by Neuphoria with the SEC. There may be\nadditional risks that neither Scancell nor Neuphoria presently know or that\nScancell and Neuphoria currently believe are immaterial that could also cause\nactual results to differ from those contained in the forward-looking\nstatements. Nothing in this communication should be regarded as a\nrepresentation by any person that the forward-looking statements set forth\nherein will be achieved or that any of the contemplated results of such\nforward-looking statements will be achieved. You should not place undue\nreliance on forward-looking statements, which speak only as of the date they\nare made. Neither Scancell nor Neuphoria undertakes any duty to update these\nforward-looking statements or to inform the recipient of any matters of which\nany of them becomes aware of which may affect any matter referred to in this\ncommunication. Scancell and Neuphoria disclaim any and all liability for any\nloss or damage (whether foreseeable or not) suffered or incurred by any person\nor entity as a result of anything contained or omitted from this communication\nand such liability is expressly disclaimed. The recipient agrees that it shall\nnot seek to sue or otherwise hold Scancell, Neuphoria or any of their\nrespective directors, officers, employees, affiliates, agents, advisors or\nrepresentatives liable in any respect for the provision of this communication,\nthe information contained in this communication, or the omission of any\ninformation from this communication.\n\nNo Offer\nThis communication is for informational purposes only and does not constitute\nan offer to sell or a solicitation of an offer to buy any securities pursuant\nto the proposed transaction or otherwise, nor shall there be any sale of any\nsuch securities in any state or jurisdiction in which such offer,\nsolicitation, or sale would be unlawful prior to registration or qualification\nunder the securities laws of such state or jurisdiction. No offer of\nsecurities shall be made except by means of a prospectus meeting the\nrequirements of the Securities Act of 1933, as amended.\n\nFor more information please contact:\n\n                                                                                                         \n Scancell Holdings plc                                 +44 (0) 20 3709 5700                              \n Phil L’Huillier, CEO                                                                                    \n                                                                                                         \n Panmure Liberum (Nominated Adviser and Joint Broker)  +44 (0) 20 7886 2500                              \n Emma Earl, Will Goode, Mark Rogers                                                                      \n WG Partners LLP (Joint Broker) Claes Spang            +44 (0) 20 3705 9330                              \n                                                                                                         \n Investor and media relations Mandeep Sehmi            +44 (0) 20 3709 5700 mandeepsehmi@scancell.co.uk  \n                                                                                                         \n\n\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/6adab615-b79c-46c8-9f72-d48089790869)\n\n\n\nGlobeNewswire, Inc. 2026","article_body_html":"","raw_payload":{"data":{"id":"nGNX8JlfG-20260924","title":"Scancell completes up to US$25 million in debt financing, providing optionality alongside equity investment to finance iSCIB1+ phase 3 development","author":"Globe Newswire","ticker":"SCLP","created":"2026-09-24T05:00:00.164Z","tickers":["SCLP"],"exchange":"LSE","article_body":"OXFORD, United Kingdom and BURLINGTON, Mass., Sept. 24, 2026 (GLOBE NEWSWIRE)\n-- Scancell Holdings plc (AIM: SCLP) (“Scancell”, or the “Company”),\na late-stage clinical immuno-oncology company developing active\nimmunotherapies designed to enhance anti-tumor immune responses in\ndifficult-to-treat cancers, announced today that, further to its announcement\non 23 July 2026 regarding the planned merger with Neuphoria Therapeutics Inc.\n(“Neuphoria”) and financing to conduct the registrational Phase 3 study\nfor iSCIB1+ and a proposed listing on Nasdaq (the “Merger and Financing\nAnnouncement”), it has entered into a loan agreement (the “Loan\nAgreement”) with certain funds and accounts managed by BlackRock (the\n“Lender”), for a loan facility of up to US$25,000,000 (the “Loan\nFacility”).\n\nThe Loan Facility is available in four tranches. For the first three tranches,\na portion of each is convertible into Ordinary Shares at the Lender's option,\ntotalling up to US $5,000,000.\n\nThe Company intends to draw down US$7,000,000 under the Loan Facility\nfollowing, and conditional upon, shareholder approval of the Loan Facility at\nthe EGM. Further tranches totalling US$8,000,000 are expected to be available\nfollowing, and conditional upon, completion of the US Listing Transactions and\nthe expected upcoming opening of the first clinical site for the Phase 3 study\nfor iSCIB1+. These tranches are expected to be drawn following completion of\nthe US Listing Transactions.\n\nThe remaining tranche may be drawn until 31 December 2027 subject to a minimum\nequity fundraising threshold.\n\nDr Phil L’Huillier, CEO of Scancell, said: “The debt facility is an\nimportant part of an equity and debt package in conjunction with the planned\nmerger that allows Scancell to proceed at pace to initiate and execute the\nglobal registrational Phase 3 trial for its lead programme, iSCIB1+.”\n\nThe Phase 3 trial received IND clearance from the FDA in January 2026.\nFollowing Scancell’s recent UK Financing, Phase 3 initiation activities are\nunderway and the Company is on track to commence the trial by the end of 2026.\nInitial progression free survival (“PFS”) data, which could support\naccelerated approval under our trial design, is targeted for the second half\nof 2028.\n\nFurther terms of the Loan Facility\n\nAmounts advanced under the Loan Facility are repayable, following an 18 month\ninterest only period, in 24 equal monthly instalments of principal and\ninterest, or in 18 equal monthly instalments of principal and interest\ncommencing after 24 months if the Company has raised cumulative equity funding\nof at least US$100,000,000 (inclusive of the proceeds of the UK Placing and\nthe Retail Offer). The Loan Facility must be repaid in full on a change of\ncontrol of the Company.\n\nInterest on the Term Loan Facilities accrues at 10.50% per annum from the date\nof advance and is payable in cash on the first day of each month (an\n“Interest Payment Date”). Interest on the Convertible Facilities accrues\nat a rate of 10.95% per annum and is capitalised and added to the principal\namount of the relevant tranche on each Interest Payment Date.\n\nThe Lender may convert all or part of the outstanding principal of the\nConvertible Facilities (including capitalised interest) into Ordinary Shares\nat a 30% premium to the equity fundraising price announced on 23 July 2026\n(subject to adjustment for the Share Consolidation).\n\nThe Company may elect to prepay the Loan Facility in full, subject to payment\nof a prepayment fee.\n\nThe Loan Agreement contains customary representations, warranties, covenants\nand events of default for a facility of this type and size (including a\nrequirement to hold certain minimum amounts of cash subject to security in\nfavour of the Lender). The Company’s obligations are guaranteed by its\nwholly owned subsidiary, Scancell Limited, and secured over substantially all\nassets of the Company and Scancell Limited.\n\nWarrants\n\nIn connection with the Loan Facility, the Company will grant warrants to\nsubscribe for Ordinary Shares (“Warrants”) pro rata to drawdowns under the\nLoan Facility to Kreos Capital VIII Aggregator SCSp, an affiliate of the\nLender (the “Warrantholder”).\n\nThe number of Ordinary Shares issued to the Warrantholder (“Warrant\nShares”) will be determined at the point of exercise of the Warrants and\nwill be equal to 4.5% of each drawdown amount divided by the Subscription\nPrice.\n\nThe “Subscription Price” will be the lowest price paid per share in the\nFinancing (subject to adjustment for the Share Consolidation), or if the\nPrivate Placement does not complete, [the lower of (a) the lowest price paid\nin any future equity financing round by the Company and (b)] the 30-day VWAP\nper Ordinary Share following an announcement that the Private Placement will\nnot complete. The number of Warrant Shares and/or the Subscription Price are\nsubject to customary adjustments. The Warrants are exercisable at any time up\nto the earlier of (i) 10 years from the date of the Loan Facility or (ii) a\nsale of the Company.\n\nShareholder Approval\n\nDrawdowns under the Loan Facility and the issue of the Warrants are\nconditional upon shareholder approval at the EGM, [which the Company expects\nto hold in October 2026]. Further details of the Loan Facility and the EGM\nwill be contained in the Circular and Notice of General Meeting, which will be\nannounced and distributed to shareholders in due course.\n\nCapitalised terms used but not otherwise defined in this announcement have the\nsame meaning as defined in the Merger and Financing Announcement.\n\nThis announcement contains inside information for the purposes of Article 7 of\nRegulation (EU) 596/2014 (MAR) as it forms part of domestic law in the United\nKingdom by virtue of the European Union (Withdrawal) Act 2018.\n\nThe person responsible for arranging for the release of this announcement on\nbehalf of Scancell is Phillip L'Huillier, Chief Executive Officer.\n\nAbout iSCIB1+\niSCIB1+ is a DNA ImmunoBody(®) in development for the treatment of melanoma.\nAdministered by needle-free intramuscular injection, iSCIB1+ encodes an\nantibody targeting the melanoma-associated antigens gp100 and TRP-2, priming\nhigh-avidity T cells to generate a robust and durable anti-tumor response. In\nthe Phase 2 SCOPE trial in first-line advanced melanoma, iSCIB1+ in\ncombination with ipilimumab and nivolumab demonstrated a PFS of 77% at 22\nmonths in the target HLA population, with no increase in checkpoint\ninhibitor-related toxicities. iSCIB1+ has demonstrated a favorable safety\nprofile and clinically meaningful activity as a monotherapy in Phase 1 and in\ncombination with checkpoint inhibitors in the Phase 2 SCOPE trial in advanced\nmelanoma.\n\niSCIB1+ has been granted Fast Track Designation for the treatment of advanced\nmelanoma from the FDA. The registrational Phase 3 trial of iSCIB1+ in patients\nwith advanced melanoma has received an IND clearance from the FDA and CTA from\nthe UK MHRA and is expected to begin in the second half of 2026. A Phase 2\ntrial of iSCIB1+ in patients with neo/adjuvant melanoma is planned for the\nfirst half of 2027.\n\niSCIB1+ is an investigational medicinal product. It has not been approved by\nthe MHRA, the FDA or any other regulatory authority for the treatment of\nmelanoma or any other indication, and its safety and efficacy have not been\nestablished.\n\nScancell (LSE:SCLP; www.scancell.co.uk) is a late-stage clinical biotechnology\ncompany developing targeted, off-the-shelf, active immunotherapies, generated\nby the ImmunoBody(®) and Moditope(®) platforms, designed to stimulate\ndurable anti-tumor responses. The lead product, iSCIB1+, is a DNA\nImmunoBody(®) that has demonstrated a favorable safety profile and clinically\nmeaningful activity both as a monotherapy, in a Phase 1 trial, and in\ncombination with checkpoint therapies in a Phase 2 trial in patients with\nmelanoma. Modi-1 is a Moditope peptide currently being evaluated in a Phase 2\nstudy in head & neck and renal cancers. In addition, Scancell is advancing a\npipeline of high affinity GlyMab(®) antibodies targeting tumor specific\nglycans, two of which have been licensed for further development to Genmab\nA/S, an international biotechnology company and global leader in the antibody\ntherapeutics space.\n\nAdditional Information\n\nIn connection with the proposed business combination (Business Combination)\nbetween Neuphoria Therapeutics Inc. (Neuphoria) and Scancell, Scancell and\nNeuphoria intend to file with the U.S. Securities and Exchange Commission\n(SEC) a Registration Statement on Form F-4 (Registration Statement) containing\na preliminary proxy statement of Neuphoria and a preliminary prospectus of\nScancell, and after the Registration Statement is declared effective,\nNeuphoria will mail a definitive proxy statement/prospectus related to the\nproposed Business Combination to its stockholders. This communication does not\ncontain all the information that should be considered concerning the proposed\nBusiness Combination and is not intended to form the basis of any investment\ndecision or any other decision in respect of the proposed Business\nCombination. Neuphoria’s stockholders and other interested persons are\nadvised to read, when available, the preliminary proxy statement/prospectus\nand the amendments thereto and the definitive proxy statement/prospectus and\nother documents filed in connection with the proposed Business Combination, as\nthese materials will contain important information about Scancell, Neuphoria\nand the proposed Business Combination. When available, the definitive proxy\nstatement/prospectus and other relevant materials for the proposed Business\nCombination will be mailed to stockholders of Neuphoria as of a record date to\nbe established for voting on the proposed Business Combination. Stockholders\nof Neuphoria will also be able to obtain copies of the preliminary proxy\nstatement/prospectus, the definitive proxy statement/prospectus and other\ndocuments filed with the SEC, without charge, once available, at the SEC’s\nwebsite at www.sec.gov, or by directing a written request to: Neuphoria\nTherapeutics Inc, 100 Summit Dr, Burlington, Massachusetts 01803.\n\nParticipants in the Solicitation\nNeuphoria and its directors and executive officers may be deemed participants\nin the solicitation of proxies from Neuphoria’s stockholders with respect to\nthe Business Combination. A list of the names of those directors and executive\nofficers and a description of their interests in Neuphoria is contained in\nNeuphoria’s proxy statement on Schedule 14A for the 2025 Annual Meeting,\nwhich was filed with the SEC on November 24, 2025 and is available free of\ncharge at the SEC’s web site at www.sec.gov, or by directing a written\nrequest to Neuphoria Therapeutics Inc, 100 Summit Dr, Burlington,\nMassachusetts 01803. Additional information regarding the interests of such\nparticipants will be contained in the proxy statement/prospectus for the\nproposed Business Combination when available.\n\nScancell and its directors and executive officers may also be deemed to be\nparticipants in the solicitation of proxies from the stockholders of Neuphoria\nin connection with the proposed Business Combination. A list of the names of\nsuch directors and executive officers and information regarding their\ninterests in the proposed Business Combination will be included in the proxy\nstatement/prospectus for the proposed Business Combination when available.\n\nForward-Looking Statements\n\nThis press release contains “forward-looking statements” within the\nmeaning of the safe harbor provisions of the Private Securities Litigation\nReform Act of 1995. Words such as “may”, “will”, “believe”,\n“expect”, “plan”, “anticipate”, “aim”, “continue”,\n“target” and similar expressions (as well as other words or expressions\nreferencing future events or circumstances) are intended to identify\nforward-looking statements. All statements, other than statements of\nhistorical facts, included in this press release are forward-looking\nstatements.\n\nThese statements include, but are not limited to, statements regarding:\nexpectations regarding clinical benefits and availability of Scancell’s\nproduct candidates, including iSCIB1+ in advanced melanoma; expectations\nregarding the design, progress, timing, enrolment, randomization, scope,\nexpansion, and results of Scancell’s existing and planned clinical trials,\nincluding Scancell's Phase 3 registrational trial of iSCIB1+ in advanced\nmelanoma and Phase 2 monotherapy trial of iSCIB1+ in patients with\nneo/adjuvant melanoma; the expected submission of clinical trial applications\nor investigational new drug applications; the timing and sufficiency of\nclinical trial outcomes to support potential approval of any of Scancell’s\nproduct candidates; the potential regulatory approval; and the timing, ability\nto close and anticipated benefits of the proposed Business Combination. Any\nforward-looking statements are based on management’s current expectations\nand beliefs of future events and are subject to a number of risks and\nuncertainties that could cause actual events or results to differ materially\nand adversely from those set forth in or implied by such forward-looking\nstatements, many of which are beyond Scancell’s control. These risks and\nuncertainties include, but are not limited to, the impact of worsening\nmacroeconomic conditions, including as a result of health epidemics or\npandemics, war in Ukraine, the conflict in the Middle East, or global\ngeopolitical tension, on Scancell’s business, financial position, strategy\nand anticipated milestones, including Scancell's ability to conduct ongoing\nand planned clinical trials; Scancell’s ability to obtain a clinical supply\nof current or future product candidates; Scancell’s ability to obtain\nregulatory approval of its product candidates; Scancell’s ability to\nsuccessfully demonstrate the safety and efficacy of its product candidates and\ngain approval of its product candidates on a timely basis, if at all;\ncompetition with respect to market opportunities; unexpected safety or\nefficacy data observed during preclinical studies or clinical trials; actions\nof regulatory agencies, which may affect the initiation, timing and progress\nof clinical trials or future regulatory approval; Scancell’s need for and\nability to obtain additional funding, on favorable terms or at all, including\nas a result of worsening macroeconomic conditions, including changes in\ninflation and interest rates and unfavorable general market conditions, and\nthe impacts thereon of the war in Ukraine, the conflict in the Middle East,\nand global geopolitical tension; Scancell’s ability to obtain, maintain and\nenforce intellectual property protection for any of its product candidates it\nis developing; the success of Scancell’s current and future collaborations,\npartnerships or licensing arrangements; the occurrence of any event, change or\nother circumstances that could give rise to the termination of negotiations or\nagreements with respect to the Business Combination; the outcome of any legal\nproceedings that may be instituted against Neuphoria, Scancell, the combined\ncompany or others following this announcement of the Business Combination and\nany definitive agreements with respect thereto; the inability to complete the\nBusiness Combination due to the failure to obtain approval of the stockholders\nof Neuphoria, to obtain financing to complete the Business Combination or to\nsatisfy other conditions to closing; changes to the proposed structure of the\nBusiness Combination that may be required or appropriate as a result of\napplicable laws or regulations or as a condition to obtaining regulatory\napproval of the Business Combination; the ability to meet stock exchange\nlisting standards following the consummation of the Business Combination; the\nrisk that the Business Combination disrupts current plans and operations of\nScancell as a result of the announcement and consummation of the Business\nCombination; the ability to recognize the anticipated benefits of the Business\nCombination, which may be affected by, among other things, competition, the\nability of the combined company to grow and manage growth profitably, maintain\nkey relationships and retain its management and key employees; costs related\nto the Business Combination; changes in applicable laws or regulations; and\nother risks and uncertainties set forth in the section entitled “Risk\nFactors” and “Cautionary Note Regarding Forward-Looking Statements” in\nNeuphoria’s Annual Report on Form 10-K for the fiscal year ended June 30,\n2026 or in other documents filed by Neuphoria with the SEC. There may be\nadditional risks that neither Scancell nor Neuphoria presently know or that\nScancell and Neuphoria currently believe are immaterial that could also cause\nactual results to differ from those contained in the forward-looking\nstatements. Nothing in this communication should be regarded as a\nrepresentation by any person that the forward-looking statements set forth\nherein will be achieved or that any of the contemplated results of such\nforward-looking statements will be achieved. You should not place undue\nreliance on forward-looking statements, which speak only as of the date they\nare made. Neither Scancell nor Neuphoria undertakes any duty to update these\nforward-looking statements or to inform the recipient of any matters of which\nany of them becomes aware of which may affect any matter referred to in this\ncommunication. Scancell and Neuphoria disclaim any and all liability for any\nloss or damage (whether foreseeable or not) suffered or incurred by any person\nor entity as a result of anything contained or omitted from this communication\nand such liability is expressly disclaimed. The recipient agrees that it shall\nnot seek to sue or otherwise hold Scancell, Neuphoria or any of their\nrespective directors, officers, employees, affiliates, agents, advisors or\nrepresentatives liable in any respect for the provision of this communication,\nthe information contained in this communication, or the omission of any\ninformation from this communication.\n\nNo Offer\nThis communication is for informational purposes only and does not constitute\nan offer to sell or a solicitation of an offer to buy any securities pursuant\nto the proposed transaction or otherwise, nor shall there be any sale of any\nsuch securities in any state or jurisdiction in which such offer,\nsolicitation, or sale would be unlawful prior to registration or qualification\nunder the securities laws of such state or jurisdiction. No offer of\nsecurities shall be made except by means of a prospectus meeting the\nrequirements of the Securities Act of 1933, as amended.\n\nFor more information please contact:\n\n                                                                                                         \n Scancell Holdings plc                                 +44 (0) 20 3709 5700                              \n Phil L’Huillier, CEO                                                                                    \n                                                                                                         \n Panmure Liberum (Nominated Adviser and Joint Broker)  +44 (0) 20 7886 2500                              \n Emma Earl, Will Goode, Mark Rogers                                                                      \n WG Partners LLP (Joint Broker) Claes Spang            +44 (0) 20 3705 9330                              \n                                                                                                         \n Investor and media relations Mandeep Sehmi            +44 (0) 20 3709 5700 mandeepsehmi@scancell.co.uk  \n                                                                                                         \n\n\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/6adab615-b79c-46c8-9f72-d48089790869)\n\n\n\nGlobeNewswire, Inc. 2026"},"type":"article","timestamp":"2026-09-24T05:00:00.319048074Z","server_sent_at_ms":1790226000319},"received_at":"2026-09-24T05:00:00.469Z","source_url":null},"analysis":{"id":"140342","press_release_id":"151535","analysis_json":{"industry":{"label":"Biotechnology","sector":"Health Care"},"redFlags":["High cost of capital: 10.50-10.95% interest rates","Loan secured over substantially all assets of the company and guaranteed by subsidiary","Drawdowns conditional on EGM approval, US listing completion, and future equity fundraising threshold","Facility must be repaid in full on a change of control","Warrant coverage of 4.5% of drawdowns plus convertible portion adds dilution"],"eventType":"debt_offering","narrative":"Scancell entered a loan agreement with BlackRock-managed funds for a facility of up to US$25 million to help finance the registrational Phase 3 study of iSCIB1+ in advanced melanoma.\n\nThe facility is split into four tranches: US$7 million is drawable after EGM shareholder approval, US$8 million follows the Nasdaq listing transactions tied to the Neuphoria merger, and the final tranche runs until December 2027 subject to a minimum equity raise threshold.\n\nTerms include 10.50-10.95% interest, up to US$5 million convertible at a 30% premium to the July 2026 financing price, warrants equal to 4.5% of drawdowns, and a full-repayment trigger on change of control.\n\nThe Phase 3 received FDA IND clearance in January 2026, with trial start targeted by end of 2026 and initial PFS data that could support accelerated approval expected in H2 2028.","sentiment":"bullish","agentHooks":{"shouldPost":true,"suggestedAngle":"BlackRock-backed $25M debt package de-risks Phase 3 funding for Scancell's melanoma immunotherapy ahead of Neuphoria merger and Nasdaq listing."},"keyFigures":{"dealValueUsd":25000000,"customDimensions":{"warrant_coverage":"4.5% of each drawdown","conversion_premium":"30%","convertible_portion_usd":5000000,"term_loan_interest_rate":"10.50%","post_listing_tranches_usd":8000000,"tranche_initial_drawdown_usd":7000000,"minimum_equity_funding_threshold":"$100,000,000","convertible_facility_interest_rate":"10.95%"}},"quotedText":"The debt facility is an important part of an equity and debt package in conjunction with the planned merger that allows Scancell to proceed at pace to initiate and execute the global registrational Phase 3 trial for its lead programme, iSCIB1+.","namedEntities":{"people":[{"name":"Phil L'Huillier","role":"CEO"},{"name":"Mandeep Sehmi","role":"investor and media relations"}],"products":["iSCIB1+","Modi-1","ImmunoBody","Moditope","GlyMab"],"companies":[{"name":"Scancell Holdings plc","ticker":"SCLP","relationship":"filer"},{"name":"BlackRock","relationship":"lender"},{"name":"Neuphoria Therapeutics Inc.","relationship":"merger counterparty"},{"name":"Kreos Capital VIII Aggregator SCSp","relationship":"warrantholder, affiliate of lender"},{"name":"Genmab A/S","relationship":"licensing partner"},{"name":"Panmure Liberum","relationship":"nominated adviser and joint broker"},{"name":"WG Partners LLP","relationship":"joint broker"}],"dollarAmounts":[{"amount":"US$25,000,000","context":"loan facility from BlackRock-managed funds"},{"amount":"US$7,000,000","context":"initial drawdown conditional on EGM shareholder approval"},{"amount":"US$8,000,000","context":"tranches conditional on US listing transactions and Phase 3 site opening"},{"amount":"US$5,000,000","context":"convertible portion of first three tranches"},{"amount":"US$100,000,000","context":"minimum cumulative equity funding threshold for extended repayment terms"}]},"materialImpact":{"score":4,"reasoning":"Up to $25M debt facility from BlackRock funds fully funds the path to the iSCIB1+ registrational Phase 3, tied to the planned Neuphoria merger and Nasdaq listing. Material financing event for a small-cap biotech, though tranche drawdowns are conditional on EGM approval and listing milestones."},"tickerRelevance":{"others":[],"primary":"SCLP"},"globalImportance":35,"audienceRelevance":20,"eventTypeSecondary":["m_and_a"],"importanceComponents":{"tickerTier":"small-cap AIM-listed","eventGravity":"material debt financing tied to Phase 3 funding","sectorWeight":"biotech clinical-stage financing","eventConditions":"tranches conditional on shareholder approval and Nasdaq listing"}},"event_type":"debt_offering","event_type_secondary":["m_and_a"],"sentiment":"bullish","material_impact_score":4,"narrative":"Scancell entered a loan agreement with BlackRock-managed funds for a facility of up to US$25 million to help finance the registrational Phase 3 study of iSCIB1+ in advanced melanoma.\n\nThe facility is split into four tranches: US$7 million is drawable after EGM shareholder approval, US$8 million follows the Nasdaq listing transactions tied to the Neuphoria merger, and the final tranche runs until December 2027 subject to a minimum equity raise threshold.\n\nTerms include 10.50-10.95% interest, up to US$5 million convertible at a 30% premium to the July 2026 financing price, warrants equal to 4.5% of drawdowns, and a full-repayment trigger on change of control.\n\nThe Phase 3 received FDA IND clearance in January 2026, with trial start targeted by end of 2026 and initial PFS data that could support accelerated approval expected in H2 2028.","key_figures":{"dealValueUsd":25000000,"customDimensions":{"warrant_coverage":"4.5% of each drawdown","conversion_premium":"30%","convertible_portion_usd":5000000,"term_loan_interest_rate":"10.50%","post_listing_tranches_usd":8000000,"tranche_initial_drawdown_usd":7000000,"minimum_equity_funding_threshold":"$100,000,000","convertible_facility_interest_rate":"10.95%"}},"named_entities":{"people":[{"name":"Phil L'Huillier","role":"CEO"},{"name":"Mandeep Sehmi","role":"investor and media relations"}],"products":["iSCIB1+","Modi-1","ImmunoBody","Moditope","GlyMab"],"companies":[{"name":"Scancell Holdings plc","ticker":"SCLP","relationship":"filer"},{"name":"BlackRock","relationship":"lender"},{"name":"Neuphoria Therapeutics Inc.","relationship":"merger counterparty"},{"name":"Kreos Capital VIII Aggregator SCSp","relationship":"warrantholder, affiliate of lender"},{"name":"Genmab A/S","relationship":"licensing partner"},{"name":"Panmure Liberum","relationship":"nominated adviser and joint broker"},{"name":"WG Partners LLP","relationship":"joint broker"}],"dollarAmounts":[{"amount":"US$25,000,000","context":"loan facility from BlackRock-managed funds"},{"amount":"US$7,000,000","context":"initial drawdown conditional on EGM shareholder approval"},{"amount":"US$8,000,000","context":"tranches conditional on US listing transactions and Phase 3 site opening"},{"amount":"US$5,000,000","context":"convertible portion of first three tranches"},{"amount":"US$100,000,000","context":"minimum cumulative equity funding threshold for extended repayment terms"}]},"model_name":"glm-5.3-flashx","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-09-24T05:00:08.973Z","global_importance":35,"audience_relevance":20,"importance_components":{"tickerTier":"small-cap AIM-listed","eventGravity":"material debt financing tied to Phase 3 funding","sectorWeight":"biotech clinical-stage financing","eventConditions":"tranches conditional on shareholder approval and Nasdaq listing"}},"durationMs":8491,"modelName":"glm-5.3-flashx"}}